AMWAY MUTUAL FUND INC, N-1/A, 1996-03-01

AMWAY MUTUAL FUND INC
N-1/A, 1996-03-01

Previous: AMVESTORS FINANCIAL CORP, POS AM, 1996-03-01

Next: BANK OF NEW YORK CO INC, 424B3, 1996-03-01

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES / /
ACT OF 1933
Pre-Effective Amendment No. / /

Post-Effective Amendment No. 41 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT / /
COMPANY ACT OF 1940

Amendment No. 24 /X/

(Check appropriate box or boxes)
- --------------------------------------------------------------------------------

AMWAY MUTUAL FUND, INC.
(Exact name of Registrant as Specified in Charter)

7575 Fulton Street East, Ada, Michigan 49355-7150
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code: (616) 787-6288
James J. Rosloniec, President and Treasurer
Amway Mutual Fund, Inc.
7575 Fulton Street East
Ada, Michigan 49355-7150
(Name and Address of Agent for Service)

Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Rule 24f-2 Notice for Registrant's year ending December 31, 1995 will be filed
by February 28, 1996.

It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on _____________(date), pursuant to paragraph (b)
/X/ 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.

- -C-1996, AMWAY CORPORATION, U.S.A. 690883

<PAGE>

AMWAY MUTUAL FUND, INC.
CROSS REFERENCE SHEET

PART A

Item Caption in Prospectus Page No.
- ---- --------------------- --------

1 Front Page 1

2 Fee Expense Table 2

3 Financial Highlights 3

4 The Fund 3

The Fund's Investment Policy 4

5 Management of the Fund 4

6 Description of Common Stock 9
Stockholder Inquiries 10
Dividend and Capital Gain Distributions to Stockholders 9
Tax Consequences 9

7 Purchase of Shares 6
Determination of Net Asset Value and Offering Price of 8
the Fund's Shares

8 How Shares are Redeemed 6

9 Not Applicable --

PART B

Item Caption in Statement of Additional Information Page No.
- ---- ---------------------------------------------- --------
10 Cover Page 1

11 Contents 16

12 Not Applicable --

13 Objectives, Policies and Restrictions on Fund's Investments 3

14 Officers and Directors of the Fund 5

15 Principal Stockholders 5

16 Investment Adviser 6
Transfer Agent 8
Dividend Disbursing Agent 8
Custodian 9
Auditors 9

<PAGE>

AMWAY MUTUAL FUND, INC.
CROSS REFERENCE SHEET

PART B (Continued)

Item Caption in Statement of Additional Information Page No.
- ---- --------------------- --------

17 Portfolio Transactions and Brokerages 4

18 Voting Rights of Common Stockholders 9

19 Purchase of Shares 9
Determination of Net Asset Value and Offering Price of
the Fund's Shares 10
How Shares are Redeemed 11
Reinvestment Privilege 11
Money Market Fund Exchange Priviledge 12

20 Federal Income Tax 13

21 Distribution of Shares 8

22 Investment Performance Information 14

23 Reports to Stockholders and Annual Audit 15

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART A

Information Required in a Prospectus

AMF Logo Inserted Here
Ada, Michigan, 49355-7150

PROSPECTUS

The primary investment objective of the Fund is capital appreciation
through the ownership of common stock of companies in various industries which
offer growth potential. Income, while a factor in portfolio selection, is
secondary to the Fund's principal objective.

This Prospectus sets forth information regarding the Fund that a
prospective investor should know prior to investing. Investors are advised to
carefully read and retain this Prospectus for future reference. Additional
information about the Fund has been filed with the United States Securities and
Exchange Commission. Such information may be examined by any person at the
Securities and Exchange Commission in Washington, D.C. or may be obtained from
the Commission upon payment of the prescribed fee. Prospective investors may
request, without charge, the Statement of Additional Information, dated April
, 1996, by writing or telephoning the Fund as indicated above. The Statement of
Additional Information is incorporated into this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is April , 1996.

- -C-1996, AMWAY CORPORATION, U.S.A. 590604 L-2598-SAJ

<PAGE>

AMWAY MUTUAL FUND, INC.
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Contents Page

Fee Expense Table. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . 3
The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Fund's Investment Policy . . . . . . . . . . . . . . . . . . . . 4
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . 4
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . 6
How Shares are Redeemed. . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . 8
Determination of Net Asset Value and
Offering Price of the Fund's Shares. . . . . . . . . . . . . . . . . 8
Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Common Stock. . . . . . . . . . . . . . . . . . . . . 9
Dividend and Capital Gain Distributions
to Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stockholder Inquiries. . . . . . . . . . . . . . . . . . . . . . . . 10
Investment Performance Information . . . . . . . . . . . . . . . . . 10

Printed in U.S.A.
1 (A-1)

<PAGE>

AMWAY MUTUAL FUND, INC.
FEE EXPENSE TABLE

<TABLE>
<S> <C>
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases 3.00%
(as a percentage of offering price)

Maximum Sales Charge Imposed on Reinvested None
Dividends (as a percentage of offering price)

Deferred Sales Charge (as a percentage of None
original purchase price or redemption proceeds,
as applicable)

Redemption Fees (as a percentage of amount None
redeemed, if applicable)

Exchange Fee None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees .55

12b-1 Fees None

Other Expenses .57%

Total Fund Operating Expenses 1.12%

</TABLE>

Example*
1 year 3 years 5 years 10 years
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each
time period: $41 $64 $89 $160

*This example should not be considered a representation of past or future
expenses and actual expenses may be greater or lesser than those shown.

The purpose of the fee table is to provide an investor with an
understanding of the various costs and expenses incurred by all shareholder
accounts that an investor will bear directly or indirectly. The sales charge
imposed reflects the sales charge which is discussed under "Determination of Net
Asset Value and Offering Price of the Fund's Shares" found on page 8 of this
Prospectus. Annual Fund operating expenses are based upon total expenses
incurred by the Fund for the year ended December 31, 1995 including the Fund's
portfolio accounting service expenses in the amount of $2,500 per month ($30,000
annually) which was paid through the use of directed brokerage commissions. The
example, as required by the Securities and Exchange Commission, assumes a 5%
annual return in determining the total expenses paid on an investment.
Therefore, future expenses may be greater or lesser than those shown in the
example. Expenses include only those expenses incurred by all shareholder
accounts and not those expenses incurred for specific shareholder purposes such
as bank fees for wire transfers (see "How Shares Are Redeemed"), Individual
Retirement Accounts, or Profit-Sharing Trusts.

2 (A-2)

<PAGE>

AMWAY MUTUAL FUND, INC.

FINANCIAL HIGHLIGHTS

The table below shows financial information for Amway Mutual Fund, Inc.
expressed in terms of one share outstanding throughout the period. The
information in the tables is covered by the report of the Fund's independent
auditors. The report is contained in the Fund's Registration Statement available
from the Fund. The financial statements are contained in the Fund's 1995 Annual
Report to Shareholders along with additional information about the performance
of the Fund which may be obtained by writing or calling the Fund.

(Selected data for each share of capital stock outstanding throughout each
period.)

Year ended December 31,
1995* 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $6.88 $7.71 $7.57 $8.11 $6.82 $7.26 $6.49 $7.87 $7.82 $6.84
Income from investment
operations:
Net investment income .10 .03 .02 .02 .06 .08 .16 .16 .13 .12
Net gain (loss) on securities 1.98 (.49) .78 .10 2.65 (.01) 1.93 .36 .47 .98

Total from investment
operations 2.08 (.46) .80 .12 2.71 .07 2.09 .52 .60 1.10
Distributions:

Dividends (from net
investment income) .11 .03 .02 .02 .06 .08 .16 .15 .13 .12

Distributions (from
capital gains) 1.42 .34 .64 .64 1.36 .43 1.16 1.75 .42 -

Total distributions 1.53 .37 .66 .66 1.42 .51 1.32 1.90 .55 .12

Net Asset Value, end of period $7.43 $6.88 $7.71 $7.57 $8.11 $6.82 $7.26 $6.49 $7.87 $7.82

Total Return** 30.55% (5.87%) 10.85% 1.77% 41.81% 1.01% 32.83% 6.89% 8.02% 16.03%

Ratios/Supplemental Data

Net assets, end of period
(000's omitted) $77,248 $58,921 $61,741 $55,342 $53,238 $38,286 $39,029 $31,274 $32,765 $34,788

Ratio of expenses to
average net assets*** 1.1% 1.1% 1.1% 1.1% 1.1% 1.2% 1.2% 1.3% 1.1% 1.2%

Ratio of net income to
average net assets 1.2% .4% .2% .3% .7% 1.1% 2.0% 1.9% 1.4% 1.4%

Portfolio turnover rate 173.3% 78.1% 91.5% 136.5% 160.4% 171.1% 14.6% 135.5% 15.3% 21.6%

Average commission
rate per share $.0598 $.0597 $.0682 $.0691 $.0697 $.0708 $.0684 $.0672 $.0669 $.0787

</TABLE>

The Supplementary Information has been audited by BDO Seidman, LLP, the
Independent Certified Public Accountants for the Fund.

*Effective May 1, 1995, Ark Asset Management Co., Inc. entered into a Sub-
Advisory Agreement with the Fund. Kemper Financial Services previously served as
the Fund's Sub-Advisor.

**Total return does not reflect the effect of the sales charge.

***The Fund's portfolio accounting services expense in the amount of $2,500 per
month ($30,000 annual base fee) was paid through the use of directed brokerage
commissions. The ratio reflects fees paid with brokerage commissions only for
calendar years ended December 31, 1995.

THE FUND

Amway Mutual Fund, Inc. was incorporated February 13, 1970, under Delaware
law by Amway Corporation. The Fund is an investment company which is classified
as an "open-end," diversified management company. This is a means by which many
persons can, by purchasing shares of the Fund, pool relatively small amounts for
a more diversified managed investment in securities than would be possible for a
single investor. As an "open-end" company, the Fund will redeem (buy back) its
shares, upon the request of a stockholder, at the net asset value at the time of
redemption (see "How Shares Are Redeemed"). As a fundamental policy, the Fund
will not invest more than 25% of the value of its assets in any one industry.

3 (A-3)

<PAGE>

AMWAY MUTUAL FUND, INC.

THE FUND'S INVESTMENT POLICY

The primary investment objective of the Fund is capital appreciation.
Income, while a factor in portfolio selection, is secondary to the Fund's
principal objective. In pursuing this objective, it is the Fund's policy to
invest a major portion of its assets in common stocks (or securities convertible
into or with rights to purchase common stock) of companies believed by the Fund
to offer good growth potential over both the intermediate and the long-term
period. However, when current market or economic conditions make it seem
advisable by the Fund to do so, for temporary defensive reasons, the Fund may
invest all or any portion of its assets in other types of securities, including
preferred stocks, high-grade debt securities, or obligations of the United
States or of any State, or may hold its assets in cash.

In view of the Fund's investment objective of capital appreciation, with
income as a secondary objective, the Fund intends to purchase securities for
long-term or short-term profits, as appropriate. Securities will be disposed of
in situations where, in management's opinion, such potential is no longer
feasible or the risk of decline in the market price is too great. Therefore, in
order to achieve the Fund's objectives, the purchase and sale of securities will
be made without regard to the length of time the security is to be held.
Portfolio turnover rates for the years ended December 31, 1995, 1994, and 1993
were 173.3%, 78.1%, and 91.5%, respectively. The Fund's portfolio turnover rate
increased during 1995 as a result of the restructuring of the Fund's portfolio
by the new Sub-Advisor. A portfolio turnover rate greater than 100% may affect
the brokerage costs payable by the Fund and may cause the Fund to have
additional realized gains or losses which would be reportable for tax purposes.

Although care is being exercised in the selection of securities for
investment by the Fund, the Fund's investments are affected by market
fluctuations and are subject to the risks common to all security investments.
Therefore, there can be no certainty that the Fund's growth or income objective
will be realized.

The Fund's investment objective and policy as described above is
fundamental and may not be changed without the approval of the lesser of (i) 67%
or more of the shares present at a meeting at which the holders of more than 50%
of the shares are present in person or represented by proxy, or (ii) more than
50% of the outstanding shares of the Fund.

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed and under the direction of
the Board of Directors. The Certificate of Incorporation for the Fund permits,
subject to the approval of the Board of Directors, the Fund to enter into
agreements with one or more persons to manage the assets of the corporation.

The Fund has entered into an Advisory and Service Contract ("Contract")
with Amway Management Company (the "Investment Adviser"), 7575 Fulton Street
East, Ada, Michigan 49355. Under the Contract, the Fund employs the Investment
Adviser to furnish investment advice and manage on a regular basis the
investment portfolio of the Fund, subject to the direction of the Board of
Directors of the Fund, and to the provisions of the Fund's current Prospectus;
to furnish for the use of the Fund, office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund,
and (with certain specific exceptions) administering its affairs; and to pay the
salaries and fees of all Officers and Directors of the Fund. Except when
otherwise specifically directed by the Fund, the Investment Adviser will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of portfolio securities for the Fund's account. The Investment Adviser
shall be permitted to enter into an agreement with another advisory organization
(sub-adviser), whereby the sub-adviser will provide all or part of the
investment advice and services required to manage the Fund's investment
portfolio as provided for in this agreement. Amway Management Company has served
as Investment Adviser for the Fund since 1971. In return for its Investment
Adviser services, the Fund pays the Investment Adviser quarterly, pursuant to
the Contract, a fee amounting on an annual basis to approximately .55 of 1% of
the average daily net asset value of the Fund.

4 (A-4)

<PAGE>

AMWAY MUTUAL FUND, INC.

The Investment Adviser has entered into a Sub-Advisory Agreement with Ark
Asset Management Co., Inc. ("Sub-Adviser"), One New York Plaza, 29th Floor, New
York, NY 10004. Under the Sub-Advisory Agreement, which became effective May 1,
1995, the Adviser employs the Sub-Adviser to furnish investment advice and
manage on a regular basis the investment portfolio of the Fund, subject to the
direction of the Adviser, the Board of Directors of the Fund, and to the
provisions of the Fund's current Prospectus. Except when otherwise specifically
directed by the Fund or the Adviser, the Sub-Adviser will make investment
decisions on behalf of the Fund and place all orders for the purchase or sale of
portfolio securities for the Fund's account. The Sub-Adviser is engaged in the
management of investment funds for institutional clients in excess of $18
billion. The Sub-Adviser and its affiliates provide investment advice and manage
investment portfolios for other corporate, pension, profit-sharing and
individual accounts. For services rendered, the Investment Adviser, not the
Fund, will pay the Sub-Adviser a fee amounting on an annual basis to
approximately .45 of 1% of the average daily net asset value of the Fund.

C. Charles Hetzel, Vice Chairman of Ark Asset Management, Inc., is the head
of the Growth at a Reasonable Price Group, which is responsible for management
of the Fund's portfolio. He has served as the head of the Growth at a Reasonable
Price Group since 1981. Mr. Hetzel has spent his entire career at Ark Asset
Management, Inc. or a predecessor firm. He received a B.S. degree from the
University of Utah and M.B.A. from the Columbia School of Business
Administration.

The Growth at a Reasonable Price Group determines overall investment
strategy for equity portfolios managed by the Sub-Adviser. The Growth at a
Reasonable Price Group, in addition to Mr. Hetzel, consists of Steven M.
Steiner, John E. Bailey, William G. Steuernagel, and James G. Pontone. The
portfolio managers work together as a team with the firm's research analysts.
Equity analysts, through research, analysis and evaluation, work to develop
investment ideas appropriate for these portfolios. These ideas are studied and
debated by the Growth at a Reasonable Price Group and decisions regarding the
portfolio are made by the Group. After investment decisions are made, equity
traders execute the portfolios transactions through various broker-dealer firms.

Amway Stock Transfer Co., 7575 Fulton Street East, Ada, Michigan 49355,
performs the Transfer Agent function for the Fund and serves as the dividend
disbursing agent.

Jay Van Andel and Richard M. DeVos are controlling persons of the
Investment Adviser and Transfer Agent, since they own, together with their
spouses, substantially all of the outstanding securities of Amway Corporation,
which in turn owns all the outstanding securities of each entity. Amway
Corporation is a Michigan manufacturer and direct selling distributor of home
care and personal care products.
The Fund's total expenses for the year ending December 31, 1995, as a percentage
of the average net assets of the Fund was 1.1%.

5 (A-5)

<PAGE>

AMWAY MUTUAL FUND, INC.

PURCHASE OF SHARES

Pursuant to a Principal Underwriter Agreement, the Investment Adviser acts
as exclusive agent for the sale of shares of the Fund. The minimum initial
investment required to establish an account is $500. An additional investment in
the minimum amount of $50 can be made in your account at any time. Investments
are made at the offering price, which includes a sales charge (see
"Determination of Net Asset Value and Offering Price of the Fund's Shares"),
next determined after the Fund receives your purchase application and
investment.

You may open a new account with the Fund by completing the enclosed
application, submitting your check made payable to Amway Management Company and
mailing the required information to Amway Management Company, 7575 Fulton Street
East, Ada, Michigan 49355-7150.

You may make additional investments to existing accounts by mail, wire, or
by the use of the pre-authorized check privilege. When making an additional
investment by check, please tear-off the stub from your statement of account, or
enclose a letter of instructions including your account number and your check
made payable to Amway Management Company. Wire transfers would normally be used
for large purchases. You may also arrange to make periodic investments through
automatic deductions from your checking account by completing the appropriate
form and providing the necessary documentation to establish this privilege.
Please contact the Fund for additional information for utilizing either of these
two options.

HOW SHARES ARE REDEEMED

The Fund will redeem your shares upon receiving a proper request. There is
no redemption charge by the Fund. However, if a stockholder uses the services of
a broker-dealer for the repurchase, there may be a charge by the broker-dealer
to the stockholder for such services. Shares can be redeemed by the mail,
telephone or telegram, or through the automatic withdrawal plan as described
below.

When redeeming by mail, if no certificates have been issued, you need only
send a written request for redemption to Amway Stock Transfer Co., the Transfer
Agent, 7575 Fulton Street East, Ada, Michigan 49355-7150. This request must
state the portion of your account to be redeemed, including your account number
and the signature of each account owner, signed exactly as your name appears on
the records of the Fund. If a certificate has been issued to you for the shares
being redeemed, the certificate (endorsed or accompanied by a signed stock
power) must accompany your redemption request, with your signature guaranteed
without qualification by a national bank; a state bank; a member firm of a
principal stock exchange or other entity described in accordance with Rule 17Ad-
15 under the Securities Exchange Act of 1934. Additional documents may be
required in the event of special circumstances (described below).

You can request the telephone or telegram exchange or redemption option by
so indicating on your application. You may redeem shares under this option by
calling the Fund at the number indicated on the front of this Prospectus on any
business day before 4:00 p.m., Eastern Time. By establishing the telephone or
telegram exchange or redemption option, you authorize the Transfer Agent to
honor any telephone or telegram exchange or redemption request from any person
representing themselves to be the investor. Procedures required by the Fund to
ensure that a shareholder's requested telephone or telegram transaction is
genuine include identification by the shareholder of the account by number,
recording of the requested transaction and sending a written confirmation to
shareholders reporting the requested transaction. The Fund is not responsible
for unauthorized telephone or telegram exchanges or redemptions unless the Fund
fails to follow these procedures. Shares must be owned for 15 days before
redeeming and cannot be in certificate form unless the certificate is tendered
with the request for redemption. All redemption proceeds will be forwarded to
the address or bank designated on the account application.

6 (A-6)

<PAGE>

AMWAY MUTUAL FUND, INC.

The Transfer Agent and the Fund have reserved the right to change, modify,
or terminate the telephone or telegram exchange or redemption option at any
time. Before this option is effective for a corporation, partnership, or other
organizations, additional documents may be required. This option is not
available for Profit-Sharing Trust and Individual Retirement Accounts.
Additional documents may be required in the event of special circumstances
(described below). The Fund and the Transfer Agent disclaim responsibility for
verifying the authenticity of telephone and telegram exchange or redemption
requests which are made in accordance with the procedures approved by
shareholders.

If the value of your account is $10,000 or more, you may arrange to receive
automatic periodic cash payments. Please contact the Fund for more information.

Redemption proceeds are normally paid in cash (check form) and mailed to
the address of record within two or three business days after a proper request
is received, but in no event later than seven days. A request that redemption
proceeds be wired or mailed to your bank of record will be honored provided the
bank account registration matches exactly the Fund account registration. Wire
transfers will normally be used for large redemptions. Any bank charges charged
the Fund for wire redemptions under $5,000 (currently $15) will be deducted from
your redemption proceeds. This charge is subject to change without notice. Your
bank may charge you for receiving wires. Your bank registration information
should be provided on the account application if this option will be used.

Before redeeming shares, in special circumstances, the Transfer Agent may
request additional documents such as, but not limited to, a stock power, a trust
instrument, a certificate of death, an appointment as personal representative,
court orders, a divorce decree or property settlement, a certification of
corporate authority, and a waiver of tax required in some states when settling
estates. These procedures are for the protection of stockholders and to ensure
proper payment. An inquiry as to the proper redemption requirements should be
directed to the Transfer Agent if these circumstances are present.

When redeeming shares from an Individual Retirement Account, you will be
subject to withholding of Federal income tax, unless you elect not to have
withholding apply. When redeeming shares from a Profit-Sharing Trust, you will
generally be subject to withholding of Federal income tax. Therefore, you will
be required to complete a Distribution Election Form prior to redemption from
these accounts.

The price at which shares will be redeemed by the Fund is the net asset
value per share as next computed after a proper request is received. However,
your right to redeem might be suspended or postponed for more than seven days if
the New York Stock Exchange is closed, other than weekends or holiday closings,
or trading on the Exchange is restricted or the Securities and Exchange
Commission deems an emergency exists. The Fund will not mail redemption proceeds
until checks (including certified or cashier's checks) received for the shares
purchased have cleared. The amount you receive may be more or less than your
cost, depending on the net asset value of the shares at the time of redemption
and will result in an event reportable for tax purposes.

Stockholders who have redeemed their shares have a one-time right to invest
in shares of the Fund at the net asset value per share without payment of a
sales charge. (If the sole purpose of the redemption is to invest the proceeds
at the next determined net asset value in the Profit-Sharing Trust or Individual
Retirement Account the right is unlimited.) Reinvestment must be made within ten
days of the redemption and is limited to no more than the amount of the
redemption proceeds.

7 (A-7)

<PAGE>

AMWAY MUTUAL FUND, INC.

MONEY MARKET FUND EXCHANGE PRIVILEGE

The Underwriter for Amway Mutual Fund, Inc. ("Fund") has arranged for
shares of the three money market portfolios of Cash Equivalent Fund, an open-end
money market mutual fund ("Money Market Fund") to be available in exchange for
shares of the Fund for shareholders residing in the U.S. Also, clients of the
Underwriter can exchange shares in the Money Market Fund for shares of the Fund.
Shares of the Money Market Fund so acquired (including any reinvested dividends
thereon) may be re-exchanged for shares of the Fund without sales charge. All
other shares will be subject to the sales charge (see "Determination of Net
Asset Value and Offering Price of the Fund's shares"). The Underwriter receives
a maximum fee from Kemper Financial Services, Inc., the distributor and
administrator for the Money Market Fund, of .38 of 1% per year of the average
daily net asset value of shares of the Money Market and Government Securities
Portfolios, and of .33 of 1% per year of the average daily net asset value of
shares of Tax-Exempt Portfolio, acquired through this exchange privilege. This
exchange privilege does not constitute an offering or recommendation by the Fund
of the Money Market Fund. The Money Market Fund is separately managed.

The above described Exchange Privilege may be exercised by sending written
instruction to the Transfer Agent. See "How Shares Are Redeemed" for applicable
signatures and signature guarantee requirements. Shareholders may authorize
telephone or telegram exchanges or redemptions by making an election on your
application. Procedures required by the Fund to ensure that a shareholder's
requested telephone or telegram transaction is genuine include identification by
the shareholder of the account by number, recording of the requested transaction
and sending a written confirmation to shareholders reporting the requested
transaction. The Fund is not responsible for unauthorized telephone or telegram
exchanges unless the Fund fails to follow these procedures. Shares must be owned
for 15 days before exchanging and cannot be in certificate form unless the
certificate is tendered with the request for exchange. An exchange requires the
purchase of shares of the particular portfolio of the Money Market Fund with a
value of at least $1,000 to establish a new account or $100 to add to an
existing account. Exchanges will be accepted only if the registration of the two
accounts is identical. Exchange redemptions and purchases are effected on the
basis of the net asset value next determined after receipt of the request in
proper order by the Fund. In the case of exchanges into the Money Market Fund,
dividends generally commence on the following business day. For federal and
state income tax purposes, an exchange is treated as a sale and may result in a
capital gain or loss, although if the shares exchanged have been held less than
91 days, the sales charge paid on such shares is not included in the tax basis
of the exchanged shares, but is carried over and included in the tax basis of
the shares acquired.

A prospectus for the Money Market Fund which contains information
concerning charges and expenses may be obtained from the Underwriter. A
shareholder should read the prospectus carefully and consider differences in
objectives and policies before making any exchange. The Fund or the Underwriter
can change or discontinue this privilege, although shareholders generally would
be given 60 days advance notice of any termination or material amendment of the
Fund Exchange Privilege and shareholders who had exchanged into the Money Market
Fund generally would be permitted to reacquire shares of the Fund without sales
charge for at least 60 days after notice of termination of the Exchange
Privilege with the Money Market Fund.

DETERMINATION OF NET ASSET VALUE AND OFFERING PRICE
OF THE FUND'S SHARES

8 (A-8)

<PAGE>

AMWAY MUTUAL FUND, INC.
of trading in the Fund's portfolio, except no computation will be made on a day
in which no order to purchase or redeem shares was received.

In determining the current value of the Fund's assets, securities listed or
admitted to trading on a national securities exchange are valued at their last
reported sale price on the market where principally traded, before the time of
valuation. If a security is traded only in the over-the-counter market or if no
sales have been reported for a listed security on that day, it will be valued at
the mean between the current closing bid and asked prices. Securities for which
market quotations are not readily available, including any restricted
securities, and other assets of the Fund are valued at fair market value as
determined in good faith by the Fund's Board of Directors.

The offering price is the net asset value per share at the next determined
value after the order is placed, as determined above, plus a sales charge.
Presently the sales charge is 3% of the offering price or 3.09% of the amount
invested.

Sales charges do not apply to shares of the portfolio purchased (1) as a
reinvestment of the dividend and capital gain distribution; (2) if you are a
current or retired director, officer, employee or a spouse or minor child
thereof for the Fund's Principal Underwriter, Adviser, or Sub-Adviser; or a
director, officer or shareholder of Amway Corporation, the parent of the
Adviser; or, (3) if you are a current or former director, officer or a spouse or
minor child thereof, for the Fund.

RETIREMENT PLANS

The Fund sponsors a prototype Profit-Sharing Trust and Individual
Retirement Account. Persons interested in additional information regarding these
plans should contact the Fund.

DESCRIPTION OF COMMON STOCK

The authorized capital stock of the Fund consists of 20,000,000 shares of
common stock with par value of $1 each, all of which are of one class and have
equal rights as to voting, dividends, redemption, liquidation, and other
matters. All shares issued and outstanding are fully paid and nonassessable,
have no preemptive or conversion rights, and are freely transferable.

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS TO STOCKHOLDERS

It is the policy of the Fund to distribute to stockholders each year as
dividends and distributions substantially all net investment income of the Fund
for the year and substantially all net capital gains received by the Fund, if
any. Such distributions, in the past, have been paid in December. Net investment
income and capital gain distributions, if any, will be paid on a basis which is
consistent with past policy. All net investment income and capital gain
distributions may be received in cash or reinvested in additional shares of the
Fund at their net asset value at the time of distribution, at no sales charge.
This election can be changed at any time by requesting a change in writing,
signed by all account owners.

TAX CONSEQUENCES

The Fund intends to continue to comply with the provisions of Subchapter M
of the Internal Revenue Code. Therefore, the Fund intends to distribute
substantially all net investment income and realized capital gains, if any.
Dividends derived from net investment income and net short-term capital gains
are taxable to stockholders as ordinary income and long-term capital gain
dividends are taxable to stockholders as long-term capital gain regardless of
how long the shares have been held and whether received in cash or reinvested in
additional shares of the Fund. Long-term capital gain dividends received by
individual stockholders are taxed at a maximum rate of 28%. Stockholders not
subject to tax on their income will not be required to pay tax on amounts
distributed to them. Each stockholder will receive a statement annually
informing them of the amount of the income and capital gains which have been
distributed by the Fund during the calendar year.

9 (A-9)

<PAGE>

In addition, stockholders may realize a capital gain or loss when shares
are redeemed. For most types of accounts, the Fund will report the proceeds of
redemptions to stockholders and the IRS annually. However, because the tax
treatment also depends on the purchase price and a stockholder's personal tax
position, you should also keep your regular account statements to use in
determining your tax.

On the record date for a distribution, the Fund's share value is reduced by
the amount of the distribution. If a shareholder buys shares just before the
record date ("buying a dividend"), they will pay the full price for the shares,
and then receive a portion of the price back as a taxable distribution.

The Fund is required by law to withhold 31% of taxable dividends and
redemption proceeds paid to certain stockholders who do not furnish correct tax
payer identification numbers (in the case of individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans are required by law to withhold 20% of the taxable portion of any
distribution that is eligible to be "rolled over." The 20% withholding
requirement does not apply to distributions from IRA's or any part of a
distribution that is transferred directly to another qualified retirement plan,
403(b)(7) account or IRA. Shareholders should consult their tax advisor
regarding the 20% withholding requirement.

STOCKHOLDER INQUIRIES

Stockholder inquiries should be directed to the Fund by writing or
telephoning the Fund at the address or telephone number indicated on the cover
page of the Prospectus. Information relating to a specific account will be
disclosed, pursuant to a telephone inquiry, only if the stockholder identifies
the account by account number or by the social security number listed on the
account.

INVESTMENT PERFORMANCE INFORMATION

Following is a table illustrating the Fund's performance for annual periods
ended December 31, 1995, and its average annual total return percentages for
one, five, and ten years.

<TABLE>
<CAPTION>
Accumulative Accumulative
Value of Shares Value of Shares
Calendar Years Cost of Value of Accepted As Accepted As
Ended Initial Initial Capital Gain Ordinary Income Total
December 31 Investment Investment Distributions Dividends Value
<S> <C> <C> <C> <C> <C>
1986 $1,000 $1,120 $ -- $ 17 $1,137
1987 1,128 66 34 1,228
1988 930 332 51 1,313
1989 1,040 615 89 1,744
1990 977 683 101 1,761
1991 1,162 1,200 135 2,497
1992 1,085 1,323 134 2,542
1993 1,105 1,569 143 2,817
1994 986 1,527 139 2,652
1995 1,064 2,206 192 3,462

</TABLE>

Average Annual
Total Return For
Periods Ended The Period Ended
December 31, 1995 On December 31, 1995
<S> <C>
One Year 27.59%
Five Years 14.01%
Ten Years 13.22%

</TABLE>

Total return performance for the Fund is calculated by making an initial
investment of $1,000 at the beginning of the period, in the Fund's shares at the
asking price, which price includes the sales charge of 3.0% (see "Determination
of Net Asset Value and Offering Price of the Fund's Shares") and reinvesting all
ordinary income dividends and capital gain distributions paid during the period
in additional shares at net asset value per share on the reinvestment dates.
Prior to 1991 the Fund had a variable sales charge based upon amount of shares
purchased. The illustration includes recurring expenses incurred by all
shareholder accounts and not those incurred for specific shareholder purposes
such as bank fees for wire transfers, Individual Retirement Accounts, or Profit-
Sharing Trusts. The

10 (A-10)

<PAGE>

average annual total return for the Fund for a specific period is found by
dividing the ending total value by the cost of the initial investment for the
period and taking this quotient to the Nth root, then subtracting 1 (N
represents the number of years in the period). The average annual total return
reflects the hypothetical annually compounded return that would have produced
the same cumulative total return if the Fund's performance had been constant
over the entire period. Such calculation is with all ordinary income dividends
and capital gain distributions reinvested at net asset value and after
adjustment for the sales charge. No adjustment has been made for any income
taxes payable by shareholders on ordinary income dividends and capital gain
distributions accepted in shares which are payable by shareholders in the tax
year received. Since the sales charge is paid at the time the initial investment
is made, it has the greatest impact on the average annual total return
percentage for one year. The total return during calendar year 1995 for accounts
in existence prior to January 1, 1995, including reinvestment of all ordinary
income dividends and capital gain distributions, was 30.55%.

Average annual total return percentages of the Fund will vary and the
publication of performance results is not a representation as to future
investment performance. Factors affecting the Fund's performance include general
market conditions, operating expenses and investment management. Net asset
values of the Fund will fluctuate. Additional information about the performance
of the Fund is contained in the Annual Shareholders Report which can be obtained
without charge.

11 (A-11)

<PAGE>

U.S. POSTAGE
PAID
ADA, MI
PERMIT 100
Amway
Mutual
Fund,
Inc.
Prospectus
April , 1996

AMF Logo Inserted Here

AMWAY MUTUAL FUND, INC.
7575 Fulton Street East
12 (A-12)Ada, Michigan 49355-7150
12 (A-12)

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART B

Information Required in a Statement of Additional Information

<PAGE>
AMF Logo Inserted Here

STATEMENT OF ADDITIONAL INFORMATION
AMWAY MUTUAL FUND, INC.
7575 Fulton Street East
Ada, Michigan 49355-7150
(616) 787-6288
(800) 346-2670

This Statement of Additional Information is not a prospectus and,
therefore, should be read only in conjunction with the Prospectus, which can be
requested from the Fund by writing or telephoning as indicated above. This
Statement Of Additional Information relates to the Prospectus for the Fund dated
April , 1996.

The date of this Statement of Additional Information is April , 1996.

- -C-1996, AMWAY CORPORATION, U.S.A. 590605 L-2597-SAK

1 (B-1)

<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK)

2 (B-2)

<PAGE>

AMWAY MUTUAL FUND, INC.

OBJECTIVES, POLICIES AND RESTRICTIONS ON THE FUND'S INVESTMENTS

The primary investment objective of the Fund is capital appreciation,
through the ownership of common stock of companies in various industries which
offer growth potential. Income, while a factor in portfolio selection, is
secondary to the Fund's principal objective. In addition to the discussion found
in the Prospectus, following is additional information concerning the Fund's
investments.

The Fund has the right to invest up to 10% of its total assets in
securities which are not readily marketable, including "restricted securities"
(securities which have not been registered with the Securities and Exchange
Commission or which are subject to contractual restrictions on resale).

The Fund is subject to certain investment restrictions. In brief, these
provide that the Fund may not:

1. Underwrite securities of other issuers, except that it may acquire
portfolio securities under circumstances where, if sold publicly, it might be
deemed to be an underwriter for purposes of the Securities Act of 1933, but no
more than 10% of the value of the Fund's total assets will at any time be
invested in such securities.

2. Invest more than 5% of its total assets in the securities of any one
issuer other than the United States Government or purchase more than 10% of any
class of securities, including voting securities, of any one issuer.

3. Purchase interests in real estate as an investment, other than readily
marketable securities of companies which may have interests in real estate.

4. Engage in the purchase and sale of commodities or commodity contracts.

5. Invest in companies for the purpose of exercising control or
management.

6. Make loans to others, although it may purchase a portion of an issue of
publicly distributed bonds, debentures, or other debt securities.

7. Engage in margin transactions or short sales.

8. Write, purchase, or sell puts, calls, or combinations thereof.

9. Participate in joint trading account.

10. Mortgage, pledge, hypothecate, or in any manner transfer as security
for indebtedness any securities owned or held by the Fund, except as permitted
in the following Item 11.

11. Borrow money, except that as a temporary measure and not for
investment purposes, it may borrow from banks up to 5% of the value of its total
assets taken at cost, which may be secured by up to 10% of such assets taken at
cost. (It should be noted that some states have laws which are even more
restrictive than the Fund's fundamental policy with respect to this matter. As a
result of these laws, it is the Fund's present operating policy not to mortgage,
pledge, or hypothecate its portfolio securities to the extent that at any time
the percentage of pledged securities plus the sales load will exceed 10% of the
offering price of the Fund's shares.)

12. Invest in securities of other investment companies, except in
connection with a merger with another investment company.

13. Invest more than 5% of its total assets in securities of companies
having a record of less than three years' continuous operation.

14. Retain, in the Fund's portfolio, securities of an issuer any of whose
officers, directors, or security holders is an officer or director of the Fund
or of the fund's investment adviser, if after the purchase of such securities
one or more of such officers or directors of the Fund or of the Fund's
investment adviser owns beneficially more than 1/2% of the outstanding
securities of such issuer and such officers and directors owning benefically
more than 1/2% of such outstanding securities together own beneficially more
than 5% of such outstanding securities.

3 (B-3)

<PAGE>

AMWAY MUTUAL FUND, INC.

15. Invest more than 5% of its total assets in securities of a foreign
issuer, the purchase of whose securities is subject to the Federal Interest
Equalization Tax, which tax is not in effect at the date of this Statement of
Additional Information.

16. Invest in interests in oil, gas, or other mineral explorations or
development programs, other than readily marketable securities of corporations
which may have interests in such exploration or development programs.

The Fund's investment objective, policy and restrictions as described above
are fundamental and may not be changed without stockholder approval, as
indicated in the Fund's Prospectus. The Fund is permitted to invest in foreign
issuers to the extent that the investments meet the Fund's primary investment
objective. The Fund does not currently own any warrants and does not intend to
own any warrants in excess of 5% of the Fund's net asset value.

PORTFOLIO TRANSACTIONS AND BROKERAGE

In purchasing and selling portfolio securities for the Fund, it is the
policy of the Fund to obtain the highest possible price on sales and the lowest
possible price on purchases of securities, consistent with the best execution of
portfolio transactions. Amway Management Company, the ("Investment Adviser"), or
Ark Asset Management Co., Inc. ("Sub-Adviser") will select the brokers and
resulting allocation of brokerage commission; but, the Investment Adviser's
practice is subject to review by the Board of Directors of the Fund, which has
the primary responsibility in this regard, and must be consistent with the
policies stated above.

The Investment Adviser and Sub-Adviser, in effecting purchases and sales of
portfolio securities for the account of the Fund, will implement the Fund's
policy of seeking best execution of orders, which includes best net prices.
Consistent with this policy, orders for portfolio transactions are placed with
broker-dealer firms giving consideration to the quality, quantity, and nature of
each firm's professional services which include execution, clearance procedures,
wire service quotations, research information, statistical, and other services
provided to the Fund, Adviser, and the Sub-Adviser. Any research benefits
derived by the Sub-Adviser are available to all clients of the Sub-Adviser.
Since research information, statistical, and other services are only
supplementary to the research efforts of the Sub-Adviser and still must be
analyzed and reviewed by its staff, the receipt of research information is not
expected to materially reduce expenses. Also, subject to the policy of seeking
best price and execution of orders, the Fund's portfolio accounting services may
be paid through the use of directed brokerage commissions. While the Sub-Adviser
will be primarily responsible for the placement of the Fund's business, the
policies and practices in this regard must be consistent with the foregoing and
will at all times be subject to review by the Directors of the Fund.

The Sub-Adviser furnishes investment advice to other clients. The other
accounts may also make investments in the same investment securities and at
the same time as the Fund. When two or more of such clients are
simultaneously engaged in the purchase or sale of the same security, the
transactions are allocated as to amount and price in a manner considered
equitable to each and so that each receives to the extent practicable the
average price of such transactions, which may or may not be beneficial to the
Fund. The Board of Directors of the Fund believes that the benefits of the
Sub-Adviser's organization outweigh any limitations that may arise from
simultaneous transactions.

4 (B-4)

<PAGE>

The Fund may acquire securities of brokers who execute the Fund's portfolio
transactions. As of December 31, 1995, the Fund owned no such securities.

During the years ended December 31, 1995, 1994, and 1993, the Fund paid
total brokerage commissions on purchase and sale of portfolio securities of
$333,077, $106,759, and $139,639, respectively. Transactions in the amount of
$106,079,719, involving commissions of $157,495, were directed to brokers
because of research services provided during 1995.

4 (B-4)

<PAGE>

AMWAY MUTUAL FUND, INC.

PRINCIPAL STOCKHOLDERS

Amway Corporation, Ada, Michigan, as of December 31, 1995, owns through a
subsidiary 5.3% of the shares of the Fund. No other person is known by the Fund
to own of record or beneficially 5% or more of the Fund's shares.

OFFICERS AND DIRECTORS OF THE FUND

The following are the Officers and Directors of the Fund or the Adviser or
both, together with their principal occupations during the past five years:

Name and Address Age Office Held Principal Occupation

James J. Rosloniec* 51 Director, President and Vice President-
7575 Fulton Street East Treasurer of the Fund; Audit and Control,
Ada, Michigan and Director, Vice- Amway Corporation, 1991
49355-7150 President and Treasurer of to present; Vice President-
the Investment Adviser; Finance and Treasurer, Amway
and Director, President Corporation, 1979 to 1991.
and Treasurer of the
Transfer Agent.

Richard A. DeWitt 83 Director of the Fund. President, DeWitt Land and Cattle Company
720 Goldenrod (investments in land and cattle);
Holland, Michigan Chairman of the Board, Maes Incorporated
49423 manufacturers (manufacturers of
agricultural equipment).

Donald H. Johnson 65 Director of the Fund. Retired Vice President-Treasurer,
609 Second Street SPX Corporation (Designs, manufactures
No. Muskegon, Michigan and markets products and services
49445 for the motor vehicle service industry,
1986 to present; Vice President and
Director Owatonna Tool, 1984
to 1986 (Owatonna Tool acquired by
SPX in 1985); Secretary-Treasurer,
Director Owatonna Tool, Director
Owatonna Tool, 1969 to 1984.

</TABLE>

5 (B-5)

<PAGE>

AMWAY MUTUAL FUND, INC.

<TABLE>
<CAPTION>
Name and Address Age Office Held Principal Occupation
<S> <C> <C> <C>

Walter T. Jones 54 Director of the Fund. Senior Vice President-Chief
936 Sycamore Ave. Financial Officer,Prince
Holland, Michigan Corporation (Automotive interior
49424 trim and interior systems;
automotive designer,
manufacturer and supplier; and
designer and manufacturer of die
casting machines.)

Allan D. Engel* 44 Director, Secretary and Sr. Manager, Financial Projects
7575 Fulton Street East Sr. Assistant Treasurer Amway Corporation.
Ada, Michigan of the Fund;
49355-7150 Director, President,
and Secretary of the
Investment Adviser; and
Director, Secretary and
Assistant Treasurer of the
Transfer Agent.

</TABLE>

*These Directors are interested persons under the Investment Company Act of
1940, as amended.

All Officers and certain Directors of the Fund and the Investment Adviser
are affiliated with Amway Corporation. The Officers serve without compensation
from the Fund. Fees paid to all Directors during the year ended December 31,
1995, amounted to $13,500. Under the Advisory Contracts, the Investment Adviser
pays the fees of the Directors of the Fund. The Directors and Officers of the
Fund owned, as a group, less than 1% of the outstanding shares of the Fund. The
adviser also serves as the Fund's principal underwriter (see "Distribution of
Shares").

INVESTMENT ADVISER AND OTHER SERVICES

The Fund has entered into an Advisory and Service Contract ("Contract")
with Amway Management Company (the "Investment Adviser"). Under the Contract,
the Fund employs the Investment Adviser to furnish investment advice and manage
on a regular basis the investment portfolio of the Fund, subject to the
direction of the Board of Directors of the Fund, and to provisions of the Fund's
current Prospectus; to furnish for the use of the Fund, office space and all
necessary office facilities, equipment, and personnel for servicing the
investments of the Fund; and (with certain specific exceptions) administering
its affairs and to pay the salaries and fees of all Officers and Directors of
the Fund. Amway Corporation provides the Investment Adviser with such employee
services on a contractual basis. The Investment Adviser has served the Fund in
that capacity since 1971. The Investment Adviser will, from time to time,
discuss with the Fund economic investment developments which may affect the
Fund's portfolio and furnish such information as the Investment Adviser may
believe appropriate for this purpose. The Investment Adviser will maintain such
statistical and analytical information with respect to the Fund's portfolio
securities as the Investment Adviser may believe appropriate and shall make such
materials available for inspection by the Fund as may be reasonable. Except when
otherwise specifically directed by the Fund, the Investment Adviser will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of portfolio securities for the Fund's account.

6 (B-6)

<PAGE>

AMWAY MUTUAL FUND, INC.

The Investment Adviser shall be permitted to enter into an agreement with
another advisory organization (sub-adviser) whereby the sub-adviser will provide
the investment advice and services required to manage the Fund's investment
portfolio as provided for in the Contract.

Under the Contract, the Fund will pay all its expenses other than those
expressly stated to be payable by the Investment Adviser, which expenses payable
by the Fund include, without implied limitation, (i) registration of the Fund
under the Investment Company Act of 1940; (ii) commissions, fees, and other
expenses connected with the purchase or sale of securities; (iii) auditing,
accounting, and legal expenses; (iv) taxes and interest; (v) government fees;
(vi) expenses of issue, sale, repurchase, and redemption of shares; (vii)
expenses of registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to stockholders and investors; (viii)
expenses of reports and notices to stockholders and of meetings of stockholders
and proxy solicitations therefore; (ix) fees and expenses related to the
determination of the Fund's net asset value; (x) insurance expenses; (xi)
association membership dues; (xii) fees, expenses, and disbursements of
custodians and sub-custodians for all services to the Fund (including without
limitation safekeeping of funds and securities, and keeping of books and
accounts); (xiii) fees, expenses, and disbursement of transfer agents, dividend
disbursing agents, stockholder servicing agents, and registrars for all services
to the Fund; and (xiv) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims, and the
obligation of the Fund to indemnify its Directors and Officers with respect
thereto.

In return for its management and investment advisory services, the Fund
pays the Adviser, pursuant to the Contract, a fee amounting on an annual basis
to approximately .55 of 1% per annum of the average daily net asset value of the
Fund. The fee is computed daily on the basis of .55 of 1% per annum of the total
net assets, and paid quarterly. The advisory fees paid by the Fund to the
Investment Adviser during the years ended December 31, 1995, 1994, and 1993,
were $378,693, $313,910, and $306,074, respectively.

Jay Van Andel and Richard M. DeVos are controlling persons of the
Investment Adviser and Transfer Agent (see "Transfer Agent"), since they own,
together with their spouses, substantially all of the outstanding securities of
Amway Corporation, which in turn owns all of the outstanding securities of each
entity. Amway Corporation indirectly, as of December 31, 1995, owned 555,149
shares, or 5.3% of the outstanding shares of the Fund.

A Sub-Advisory Agreement has been entered into between the Investment
Adviser and Ark Asset Management Co., Inc. (Sub-Adviser), One New York Plaza,
29th Floor, New York, NY 10004. Under the Sub-Advisory Agreement, the Adviser
employs the Sub-Adviser to furnish investment advice and manage on a regular
basis the investment portfolio of the Fund, subject to the direction of the
Adviser, the Board of Directors of the Fund, and to the provisions of the
Fund's current Prospectus. Except when otherwise specifically directed by the
Fund or the Adviser, the Sub-Adviser will make investment decisions on behalf
of the Fund and place all orders for the purchase or sale of portfolio
securities for the Fund's account. For services rendered, the Investment
Adviser, not the Fund, will pay the Sub-Adviser a fee amounting on an annual
basis to approximately .45 of 1% of the average daily net asset value of the
Fund.

The Contract and Sub-Advisory Agreement continue in effect indefinitely
from year to year so long as their continuance after the initial two-year period
is specifically approved at least annually by vote of the Board of Directors, or
by vote of a majority of the outstanding shares of the Fund. In addition,
and in either event, the Contract and Sub-Advisory Agreement and their terms
must be approved at least annually by a vote of a majority of the Directors of
the Fund who are not parties to the Contract or Sub-Advisory Agreement, or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The Contract and Sub-Advisory Agreement were
approved by vote of a majority of the outstanding shares at the Annual

7 (B-7)

<PAGE>

AMWAY MUTUAL FUND, INC.

Meeting of Stockholders on June 9, 1995. The Contract and Sub-Advisory
Agreement provide that they will terminate automatically in the event of
their assignment. In addition, the Contract and Sub-Advisory Agreement are
terminable at any time without penalty by the Board of Directors or by vote
of a majority of the Fund's outstanding shares on 60 days' written notice to
the Investment Adviser or Sub-Adviser, and by the Investment Adviser or
Sub-Adviser on 60 days' written notice to the Fund.

The Fund has entered into an agreement with DST Systems, Inc. ("DSTS")
whereby DSTS provides a portfolio accounting and information system for
portfolio management for the maintenance of records and processing of
information which is needed daily in the determination of the net asset value of
the Fund. Currently, this expense amounts to approximately $2,500 per month.

DISTRIBUTION OF SHARES

Pursuant to a Principal Underwriter Agreement, the Adviser acts as
exclusive agent for sale of shares of the Fund. This is a continuous offering.

Under the Agreement, the Investment Adviser has the exclusive right to
purchase shares from the Fund at net asset value and resell them to fill
unconditional orders received from dealers or investors, subject to
acceptance by the Fund. It is contemplated that acceptance of an application
will be denied only if acceptance might result in a violation of state or
federal securities laws. As compensation for its distribution services, the
Investment Adviser receives the sales charge described under "Purchase of
Shares." During the years ended December 31, 1995, 1994, and 1993, the
Investment Adviser sold 1,917,496, 1,543,342, and 1,413,624 shares of the
Fund's common stock and received commissions of $406,631, $360,487, and
$330,372. Under the Agreement, the Investment Adviser bears the expense of
printing and distributing Prospectuses, sales literature, advertising, and
for qualifying and maintaining qualification of the Fund's shares for sale in
such states as selected by the Investment Adviser. The Investment Adviser is
a registered broker-dealer and a member of the National Association of
Securities Dealers, Inc.

The Principal Underwriter Agreement continues in effect indefinitely from
year to year so long as its continuance after the initial two-year period is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding shares of the Fund. In addition, and in either
event, the Agreement and its terms must be approved at least annually by a vote
of the Directors of the Fund who are not parties to the Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The Agreement terminates automatically if assigned. In
addition, the Agreement may be terminated by either party on six months' written
notice to the other party.

TRANSFER AGENT

Under a separate contract, the functions of the Transfer Agent and Dividend
Disbursing Agent are performed by Amway Stock Transfer Co., Ada, Michigan, which
acts as the Fund's agent for transfer of the Fund's shares and for payment of
dividends and capital gain distributions to stockholders.

8 (B-8)

<PAGE>

AMWAY MUTUAL FUND, INC.

In return for its services, the Fund pays the Transfer Agent, pursuant to
the contract, a fee of $1.167 per account in existence during the month, payable
monthly, less earnings in the redemption liquidity account after deducting bank
fees, if any. The fee schedule is reviewed annually by the Board of Directors.

CUSTODIAN

The portfolio securities of the Fund are held, pursuant to a Custodian
Agreement, by Michigan National Bank, 77 Monroe Avenue, Grand Rapids, Michigan,
as Custodian. The Custodian performs no managerial or policymaking functions for
the Fund.

AUDITORS

BDO Seidman, LLP, 99 Monroe Avenue, N.W., Suite 800, Grand Rapids,
Michigan, are the independent certified public accountants for the Fund.
Services include an annual audit of the Fund's financial statements, tax return
preparation, and review of certain filings with the SEC.

VOTING RIGHTS OF COMMON STOCKHOLDERS

Each share or fractional share of common stock that you own entitles you to
one vote at all meetings of stockholders, either in person or by proxy. The
Fund's shares have non-cumulative voting rights, which means that the holder of
more than 50% of the shares voting for the election of the Directors can elect
100% of the Directors if they choose to do so, and in that case, the holders of
the remaining less than 50% of the Fund's shares voting for the election of
Directors will not be able to elect any person or persons to the Board of
Directors.

PURCHASE OF SHARES

Stockholders who have redeemed their shares have a one-time right, except
in the case where the sole purpose of the redemption is to invest the proceeds
at the next determined net asset value in the Profit-Sharing Trust or Individual
Retirement Account where the right is unlimited, to invest in shares of the Fund
at the net asset value per share without payment of a sales charge. Reinvestment
must be made within ten days of the redemption and is limited to no more than
the amount of the redemption proceeds. (See "Reinvestment Privilege")

9 (B-9)
<PAGE>

AMWAY MUTUAL FUND, INC.

When your first investment is received, the Fund will open an investment
account for you which will remain open as long as you are a stockholder. This
account offers you a simple means of purchasing shares of the Fund whenever you
choose without submitting any additional application forms. This account is also
designed to encourage you to make investments regularly towards your financial
goals, but you have no obligation to purchase any specified amount of shares and
you may terminate your account at any time. When the Investment Adviser receives
your investment, it will purchase for your account the corresponding number of
the Fund's shares, and any fraction of a share carried out to three decimal
places, at the offering price next computed after your investment is received by
the Investment Adviser.

Each time you purchase shares or sell shares, you will receive a Statement
of Account showing the number of shares then in your investment account.

Under this arrangement, stock certificates will not be delivered to you
unless you so request in writing, in which cases a certificate will promptly
be delivered to you or your bank for the number of shares, not including
fractional shares, which you own. It will generally be for your convenience
not to receive stock certificates, as you are spared the trouble and expense
of safeguarding stock certificates and the cost of a lost instrument bond in
case of loss or destruction. Since stock certificates are unnecessary except
for certain purposes, such as collateral for a loan, we recommend that you
leave your shares on deposit until you need a certificate. If certificates
have been issued for shares, they must be surrendered for redemption or
transfer of those shares.

DETERMINATION OF NET ASSET VALUE AND OFFERING PRICE
OF THE FUND'S SHARES

The net asset value of the Fund's shares is determined by dividing the
total current value of the assets of the Fund, less its liabilities, by the
number of shares outstanding at that time. This determination is made as of the
close of business on the New York Stock Exchange, 4:00 P.M. Eastern time, on
each business day on which that Exchange is open or on any other day in which
there is a sufficient degree of trading in the Fund's portfolio, except no
computation will be made on a day in which no order to purchase or redeem was
received. National holidays on which the New York Stock Exchange and the Fund
will be closed are: New Year's Day, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

The offering price is the net asset value per share, as determined above,
plus a sales charge. Presently the sales charge is 3% of the offering price or
3.09% of the amount invested.

Sales charges do not apply to shares of the portfolio purchased (1) as a
reinvestment of the dividend and capital gain distribution; (2) if you are a
current or retired director, officer, employee or a spouse or minor child
thereof, of the Fund's Principal Underwriter, Adviser, or Sub-Adviser; or a
director, officer or shareholder of Amway Corporation, the parent of the
Adviser; or (3) if you are current or

10 (B-10)

<PAGE>

AMWAY MUTUAL FUND, INC.

former director, officer or a spouse or minor child thereof, for the Fund.
Sales charges are waived on these sales because of the efficiencies involved
in sale of shares to these investors.

HOW SHARES ARE REDEEMED

The Fund will redeem your shares upon receiving a proper request, as
described in the Prospectus.

Payment for redeemed shares is normally made in cash and mailed within
seven days thereafter. However, under the Investment Company Act of 1940, the
right of redemption may be suspended or the date of payment postponed for more
than seven days: (1) for any period during which the New York Stock Exchange is
closed, other than for customary weekend and holiday closings; (2) when trading
on the New York Stock Exchange is restricted, as determined by the SEC; (3) when
an emergency exists, as determined by the SEC, as a result of which it is not
reasonably practicable for the Fund to dispose of its securities or determine
the value of its nets assets; or (4) for such other period as the SEC may by
order permit for the protection of the stockholders. During such a period, a
stockholder may withdraw his request for redemption or receive the net asset
value next computed when regular trading resumes.

The Fund has filed with the SEC an election to pay for all redeemed shares
in cash up to a limit, as to any one stockholder during any 90-day period, of
$250,000 or 1% of the net asset value of the Fund, whichever is less. Beyond
that limit, the Fund is permitted to pay the redemption price wholly or partly
"in kind," that is, by distribution of portfolio securities held by the Fund.
This would occur only upon specific authorization by the Board of Directors
when, in their judgement, unusual circumstances make it advisable. It is
unlikely that this will ever happen, but if it does, you will incur a brokerage
charge in converting the securities received in this manner into cash. Portfolio
securities distributed "in kind" will be valued as they are valued for the
determination of the net asset value of the Fund's shares.

REINVESTMENT PRIVILEGE

Stockholders who have redeemed shares of the Fund have a one-time privilege of
reinstating their investment by investing the proceeds of the redemption at net
asset value, without a sales charge, in shares of the Fund. Elimination of the
sales charge is allowed only when (1) the repurchase does not exceed the amount
of the redemption proceeds; (2) the stockholder has not previously exercised the
reinvestment privilege with respect to any shares of the Fund, except in the
case where the sole purpose of the redemption is to invest the proceeds at net
asset value in the Profit-Sharing Trust or Individual Retirement Account; and
(3) the repurchase is effected within 10 days after such redemption.

To exercise this reinvestment privilege, a stockholder must notify Amway
Management Company in writing within 10 days after such redemption. The
reinvestment request must be accompanied by a check for the amount to be
invested, which cannot exceed the redemption proceeds. The reinvestment purchase
will be made at the net asset value per share next determined after receipt of

11 (B-11)

<PAGE>

AMWAY MUTUAL FUND, INC.

the request for reinvestment. The tax status of a gain realized on a redemption
will not be affected by exercise of the reinvestment privilege, but a taxable
loss may be nullified by such exercise.

MONEY MARKET FUND EXCHANGE PRIVILEGE

The Underwriter for Amway Mutual Fund, Inc. ("Fund") has arranged for
shares of the three money market portfolios of Cash Equivalent Fund, an open-end
money market mutual fund ("Money Market Fund") to be available in exchange for
shares of the Fund for shareholders resident in the U.S. Also, clients of the
Underwriter can exchange shares in the Money Market Fund for shares of the Fund.
Shares of the Money Market Fund so acquired (including any reinvested dividends
thereon) may be re-exchanged for shares of the Fund without sales charge. All
other shares will be subject to the sales charge (see "Determination of Net
Asset Value and Offering Price of the Fund's shares"). The Underwriter receives
a maximum fee from Kemper Financial Services, Inc., the distributor and
administrator for the Money Market Fund, of .38 of 1% per year of the average
daily net asset value of shares of the Money Market and Government Securities
Portfolios, and of .33 of 1% per year of the average daily net asset value of
shares of Tax-Exempt Portfolio, acquired through this exchange privilege. This
exchange privilege does not constitute an offering or recommendation by the Fund
of the Money Market Fund. The Money Market Fund is separately managed.

12 (B-12)

<PAGE>

AMWAY MUTUAL FUND, INC.

permitted to reacquire shares of the Fund without sales charge for at least
60 days after notice of termination of the Exchange Privilege with the Money
Market Fund.

FEDERAL INCOME TAX

The Fund intends to continue to comply with the provisions of Subchapter M
of the Internal Revenue Code applicable to investment companies. Accordingly, as
the result of paying to its stockholders as dividends and distributions
substantially all net investment income and realized capital gains, if any, the
Fund will be relieved of substantially all Federal income tax.

For Federal income tax purposes, distributions of net investment income
and any capital gains will be taxable to stockholders. Distributions of net
investment income will normally qualify for the 70% deduction for dividends
received by corporations. After the last dividend and capital gains
distribution in each year, the Fund will send you a statement of the amount
of the income and capital gains which you should report on your Federal
income tax return. Dividends derived from net investment income and net
short-term capital gains are taxable to stockholders as ordinary income and
long-term capital gain dividends are taxable to stockholders as long-term
capital gain regardless of how long the shares have been held and whether
received in cash or reinvested in additional shares of the Fund. Long-term
capital gain dividends received by individual stockholders are taxed a
maximum rate of 28%.

Also, under the Code, a 4% excise tax is imposed on the excess of the
required distribution for a calendar year over the distributed amount for
such calendar year. The required distribution is the sum of 98% of the Fund's
net investment income for the calendar year plus 98% of its capital gain net
income for the one-year period ended December 31, plus any undistributed net
investment income from the prior calendar year, plus any undistributed
capital gain net income from the prior calendar year, minus any
overdistribution in the prior calendar year. The Fund intends to declare or
distribute dividends during the appropriate periods of an amount sufficient
to prevent imposition of the 4% excise tax.

Under certain circumstances, the Fund will be required to withhold 31% of a
stockholder's distribution or redemption from the Fund. These circumstances
include failure by the stockholder to furnish the Fund with a proper taxpayer
identification number; notification of the Fund by the Secretary of the Treasury
that a taxpayer identification number is incorrect, or that withholding should
commence as a result of the stockholder's failure to report interest and
dividends; and failure of the stockholder to certify, under penalties of
perjury, that he is not subject to withholding. In this regard, failure of a
stockholder who is a foreign resident to certify that he is a nonresident alien
may result in 31% of his redemption proceeds and 31% of his capital gain
distribution being withheld. In addition, such a foreign resident may be subject
to a 30% or less, as prescribed by an applicable tax

13 (B-13)

<PAGE>

AMWAY MUTUAL FUND, INC.

treaty, withholding tax on ordinary income dividends distributed unless he
qualifies for relief under an applicable tax treaty.

Trustees of qualified retirement plans are required by law to withhold 20%
of the taxable portion of any distribution that is eligible to be "rolled over."
The 20% withholding requirement does not apply to distributions from IRA's or
any part of a distribution that is transferred directly to another qualified
retirement plan, 403(b)(7) account or IRA. Shareholders should consult their tax
advisor regarding the 20% withholding requirement.

Prior to purchasing shares of the Fund, the impact of any dividends or capital
gain distributions which are about to be declared should be carefully
considered. Any such dividends and capital gain distributions declared shortly
after you purchase shares will have the effect of reducing the per share net
asset value of your shares by the amount of dividends or distributions on the
ex-dividend date. All or a portion of such dividends or distributions, although
in effect a return of capital, are subject to taxes which may be at ordinary
income tax rates.

Each stockholder is advised to consult with his tax adviser regarding the
treatment of distributions to him under various state and local income tax laws.

INVESTMENT PERFORMANCE INFORMATION

Following is a table illustrating the Fund's performance for annual periods
ended December 31, 1995, and its average annual total return percentages for
one, five and ten years.

Accumulative Accumulative
Calendar Value of Shares Value of Shares
Years Cost of Value of Accepted As Accepted As
Ended Initial Initial Capital Gain Ordinary Income
December 31 Investment Investment Distributions Dividends Total Value

1986 $1,000 $1,120 $-- $17 $1,137

1987 1,128 66 34 1,228

1988 1,930 332 51 1,313

1989 1,040 615 89 1,744

1990 977 683 101 1,761

1991 1,162 1,200 135 2,497

1992 1,085 1,323 134 2,542

1993 1,105 1,569 143 2,817

1994 986 1,527 139 2,652

1995 1,064 2,206 192 3,462

</TABLE>

Average Annual
Total Return For
Periods Ended The Period Ended
December 31, 1995 On December 31, 1995
<S> <C> <C>
1995
One Year 27.59%
Five Years 14.01%
Ten Years 13.22%

</TABLE>

14 (B-14)

<PAGE>

AMWAY MUTUAL FUND, INC.

Total return performance for the Fund is calculated by making an initial
investment of $1,000, at the beginning of the period, in the Fund's shares at
the asking price, which price includes the sales charge of 3.0% (see
"Determination of Net Asset Value and Offering Price of the Fund's Shares") and
reinvesting all ordinary income dividends and capital gain distributions paid
during the period in additional shares at net asset value per share on the
reinvestment dates. Prior to 1991 the Fund had a variable sales charge based
upon amount of shares purchased. The illustration includes recurring expenses
incurred by all shareholder accounts and not those incurred for specific
shareholder purposes such as bank fees for wire transfers, Individual Retirement
Accounts, or Profit-Sharing Trusts. The average annual total return for the Fund
for a specific period is found by dividing the ending total value by the cost of
the initial investment for the period and taking this quotient to the Nth root,
then subtracting 1 (N represents the number of years in the period). The average
annual total return reflects the hypothetical annually compounded return that
would have produced the same cumulative total return if the Fund's performance
had been constant over the entire period. Such calculation is with all ordinary
income dividends and capital gain distributions reinvested at net asset value
and after adjustment for the sales charge. No adjustment has been made for any
income taxes payable by shareholders on ordinary income dividends and capital
gain distributions accepted in shares which are payable by shareholders in the
tax year received. Since the sales charge is paid at the time the initial
investment is made, it has the greatest impact on the average annual total
return percentage for one year. The total return during calendar year 1995 for
accounts in existence prior to January 1, 1995, including reinvestment of all
ordinary income dividends and capital gain distributions, was 30.55%.

REPORTS TO STOCKHOLDERS AND ANNUAL AUDIT

The Fund's year begins on January 1 and ends on December 31.

At least semiannually, the stockholders of the Fund receive reports,
pursuant to applicable laws and regulations, containing financial information.
The annual stockholders report is incorporated by reference into the Statement
of Additional Information. The cost of printing and distribution of such reports
to stockholders is borne by the Fund.

At least once during each year, the Fund is audited by independent
certified public accountants appointed by resolution of the Board and approved
by the stockholders. The fees and expenses of the auditors are paid by the Fund.

The financial statements for the Fund are contained in the Fund's 1995
Annual Report to Stockholders along with additional information about the
performance of the Fund, which is incorporated herein by reference and may be
obtained by writing or calling the Fund.

15 (B-15)

<PAGE>

AMWAY MUTUAL FUND, INC.
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Contents Page
<S> <C>
Objectives, Policies, and Restrictions on the Fund's Investments........ 3
Portfolio Transactions and Brokerages................................... 4
Principal Stockholders.................................................. 5
Officers and Directors of the Fund...................................... 5
Investment Adviser and Other Services................................... 6
Distribution of Shares.................................................. 8
Transfer Agent.......................................................... 8
Custodian............................................................... 9
Auditors................................................................ 9
Voting Rights of Common Stockholders.................................... 9
Purchase of Shares...................................................... 9
Determination of Net Asset Value and Offering Price of the Fund's
Shares................................................................ 10
How Shares are Redeemed................................................. 11
Reinvestment Privilege.................................................. 11
Money Market Fund Exchange Privilege.................................... 12
Federal Income Tax...................................................... 13
Investment Performance Information...................................... 14
Reports to Stockholders and Annual Audit................................ 15

</TABLE>

Printed in U.S.A.

Amway
Mutual
Fund,
Inc.
Statement of
Additional Information

April , 1996

AMF Logo Inserted Here

16 (B-16)
<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial statements listed below are filed as part of the
registration statement:

Location in Registration Statement
----------------------------------

Part A Part B Part C
(Prospectus) (Statement of
Additional
Information)
Page No. Page No. Page No.
------------ ----------------- --------------

<S> <C> <C> <C>
Independent Auditors'
Report C-160

Assets and Liabilities
Year Ended December C-156
31, 1995

Statement of Operations
Year Ended December C-156
31, 1995

Schedule of Investments
Year Ended December C-154
31, 1995

Changes in Net Assets
Years Ended December C-157
31, 1995 and 1994

Consent of Independent
Certified Public
Accountants C-148

</TABLE>

C-1

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits (Continued)
(a) Exhibits:

i. CERTIFICATE OF INCORPORATION

The Certificate of Incorporation for Amway Mutual Fund,
Inc. is included on Pages C-7 through C-41.

ii. BY-LAWS

The By-Laws of Amway Mutual Fund, Inc. (a Delaware
corporation), including amendments, are included on Pages C-
42 through C-81.

iii. COMMON STOCK CERTIFICATE

The Common Stock Certificate for Amway Mutual Fund,
Inc. is included on Page C-82.

iv. ADVISORY AND SERVICE CONTRACT BETWEEN AMWAY MUTUAL FUND,
INC. AND AMWAY MANAGEMENT COMPANY

The Amended Advisory and Service Contract between Amway
Mutual Fund, Inc. and Amway Management Company is included
on Pages C-83 through C-85

v. SUB-ADVISORY AGREEMENT

The Sub-Advisory Agreement between Amway Management
Company and ARK Asset Management Company, Inc. is included
on Pages C-86 through C-90.

C-2

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits (Continued)
(b) Exhibits:

vi. PRINCIPAL UNDERWRITER AGREEMENT BETWEEN AMWAY MUTUAL FUND,
INC. AND AMWAY MANAGEMENT COMPANY

The Amended Principal Underwriter Agreement between
Amway Mutual Fund, Inc. and Amway Management Company is
included on Pages C-91 through C-99.

vii. CUSTODIAN AGREEMENT

The Amended Custodian Agreement is included on Pages C-
100 through C-112.

viii. TRANSFER AGENCY AND DIVIDEND DISBURSING AGENCY AGREEMENT
BETWEEN AMWAY MUTUAL FUND, INC. AND AMWAY STOCK TRANSFER CO.

The Transfer Agency and Dividend Disbursing Agency Agreement
between Amway Mutual Fund, Inc. and Amway Stock Transfer Co.
is included on Pages C-113 through C-115.

ix. RECORD MAINTENANCE AGREEMENT BETWEEN AMWAY MANAGEMENT
COMPANY AND AMWAY STOCK TRANSFER CO.

The Record Maintenance Agreement between Amway
Management Company and Amway Stock Transfer Co. is included
on Pages C-116 through C-118.

x. COMMON-RECORDS AGREEMENT AMONG AMWAY MUTUAL FUND, INC.,
AMWAY MANAGEMENT COMPANY, AND AMWAY STOCK TRANSFER CO.

The Common-Records Agreement among Amway Mutual Fund, Inc.,
Amway Management Company, and Amway Stock Transfer Co. is
included on Pages C-120 through C-121.

C-3

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits (Continued)
(b) Exhibits

xi. PORTFOLIO ACCOUNTING AND RESEARCH INFORMATION SYSTEM

The Portfolio Accounting and Research Information
System Agreement between Amway Mutual Fund, Inc. and DST
Securities, Inc. is included on Pages C-122 through C-147.

xii. LEGAL OPINION

Not applicable since the Fund has registered an
indefinite amount of shares pursuant to Rule 24F-2.

xiii. FINANCIAL STATEMENT

The Annual Report for Amway Mutual Fund, Inc. is
included on Pages C-149 through C-160.

xiv. TRUST AGREEMENT ESTABLISHING THE AMWAY MUTUAL FUND MASTER
PROFIT-SHARING TRUST AND RELATED DOCUMENTS

The Trust Agreement establishing the Amway Management
Company Master Profit-Sharing Trust and related documents is
included on Pages C-161 through C-250.

xv. TRUST AGREEMENT ESTABLISHING THE AMWAY MUTUAL FUND
INDIVIDUAL RETIREMENT ACCOUNT AND RELATED DOCUMENTS

The Trust Agreement establishing the Amway Management
Company Individual Retirement Account and related documents,
as amended, are included on Pages C-251 Through C-276.

xvi. APPLICATION ESTABLISHING AN AMWAY MUTUAL FUND INVESTMENT

The Application establishing an investment with Amway
Mutual Fund is included on Pages C-277 through C-280.

C-4

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Financial Statement and Exhibits (Continued)
(b) Exhibits

xvii. EXHIBIT OF PERFORMANCE CALCULATIONS

The schedules for computation of each performance
quotation provided in the Registration Statement in response
to Item 22 are included on Pages C-284 through C-287.

xviii. POWER OF ATTORNEY

The Power of Attorney authorizing the signer of the
Registration Statement to sign as Attorney-In-Fact for
certain Directors is included on Page C-288.

C-5

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

Location in Registration Statement
----------------------------------

Part A Part B Part C
(Prospectus) (Statement of
Additional
Information)
Page No. Page No. Page No.
------------- --------------- --------

<S> <C> <C> <C>
ITEM 25. Persons Controlled
by or under Common
Control 286
with Registrant

ITEM 26. Number of Holders of
Securities 286

ITEM 27. Indemnification 286

ITEM 28. Business and Other
Connections of 286
Investment Adviser

ITEM 29. Principal Underwriter 286

ITEM 30. Location of Accounts
and Records 287

ITEM 31. Management Services 287

ITEM 32. Undertakings 288

</TABLE>

C -6
<PAGE>

CERTIFICATE OF INCORPORATION

-of-

AMWAY MUTAL FUND, INC.

Under Section 102 of the General Corporation
Law of the State of Delaware

* * * * *

FIRST: The name of the corporation is: AMWAY MUTUAL FUND, INC.
(hereinafter referred to as the "Corporation").

SECOND: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

THIRD: The address of the registered office of the Corporation in the
State of Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle. The name of the registered agent of the Corporation at
such address is The Corporation Trust Company.

FOURTH: The total number of shares of capital stock which the Corporation
shall have the authority to issue shall be 100 shares of Common Stock, par value
$1.00 per share (hereinafter referred to as the "Common Stock"), all of which
shall be of the same class and have equal voting rights.

FIFTH: The Common Stock shall be subject to the following restrictions,
conditions and provisions:

(a) The holders of the Common Stock shall be entitled to receive pro rata
the net distributable assets of the Corporation on liquidation. The holders of
Common Stock shall not, as such holders, have any right to acquire, purchase or
subscribe for any shares of the Common Stock of the Corporation or any other
class of capital stock or any securities convertible into, exchangeable for, or
carrying any rights to subscribe to, shares of Common Stock or any such

C-7

<PAGE>

other class of capital stock of the Corporation, which it may hereafter issue or
sell (whether out of the number of shares authorized by this Certificate of
Incorporation, or out of any shares of the Common or other stock of the
Corporation acquired by it after the issuance thereof, or otherwise), other than
such right, if any, as the Board of Directors of the Corporation (hereinafter
referred to as the "Board of Directors") in its discretion may determine.

(b) Dividends, when, as and if declared by the Board of Directors shall be
shared equally by the holders of Common Stock on a share for share basis.
Unless a holder of Common Stock directs otherwise, any such dividends so
declared and distributed shall be automatically reinvested in full and
fractional shares of the Corporation; provided, however, that the Board of
Directors may direct that any such dividends be paid to said holder, or,
alternatively, may direct that any such dividends be paid rather than so
reinvested unless such holder elects to have them reinvested.

(c) Holders of Common Stock shall have the right, at any time after
purchase by and delivery to the underwriters of the shares issued pursuant to
the initial public offering of the Common Stock of the Corporation, and when the
Corporation has funds or property legally available therefor, to require the
Corporation to redeem their shares at a redemption price per share equal to the
net asset value per share of the Corporation's Common Stock next determined
after the shares are tendered for redemption, said determination of net asset
value per share to be made in the manner and at the time set forth in Paragraph
(e) of this Article FIFTH, which determination shall be made not later than the
close of the New York Stock Exchange on the day on which said tender is made;
however, if the tender is made after the close of the New York Stock Exchange,
the redemption price per share may be the net asset value per share determined
not later than the close of the New York Stock Exchange on the next day on which
the New York Stock Exchange is open for a full business day. Tender shall be
made by

C-8

<PAGE>

depositing a written request for redemption together with the share certificate
or certificates representing such shares properly endorsed in blank or
accompanied by an instrument of transfer executed in blank, with such proof of
the authenticity of signature as my be required by the Corporation, at the
office of the Corporation or the office of an agent designated by it for that
purpose.

Upon such tender, the registered certificate holder shall cease to have the
status and rights of a stockholder, and as soon as reasonably practicable after
such tender, and, in any event, within seven days thereafter, the Corporation
shall pay or cause to be paid to said registered certificate holder the
redemption price if the Corporation has funds or property legally available
therefor.

If at any time the Board of Directors shall determine that economic
conditions would make it detrimental to the best interests of the remaining
stockholders of the Corporation to make payment of the redemption price wholly
or partly in cash, the Corporation may pay the redemption price in whole or in
part by a distribution in kind of securities from the portfolio of the
Corporation, in lieu of cash, such securities to be valued for this purpose at
the same value employed in determining the net asset value per share applicable
to such redemption, and to be selected in such manner as the Board of Directors
may deem fair and equitable.

Notwithstanding the foregoing, the Corporation may postpone payment or
deposit of the redemption price and may suspend the right of the holders of
Common Stock to require the Corporation to redeem shares of such Common Stock
during any period when (i) the New York Stock Exchange is closed for other than
weekends and holidays; (ii) the Securities and Exchange Commission (hereinafter
referred to as the "Commission") has by order permitted such suspension; (iii)
an emergency as defined by rules of the Commission exits, making disposal of
portfolio securities or valuation

C-9
<PAGE>

of net assets of the Corporation not reasonably practicable; or (iv) trading on
the New York Stock Exchange is restricted under conditions set forth in the
rules and regulations of the Commission.

(d) If any shares of Common Stock shall have been purchased, redeemed or
otherwise reacquired by the Corporation in accordance with law, the Board of
Directors may, without action by the stockholders, at any time or from time to
time, cancel and eliminate all or part of such shares from the authorized number
of shares of the Corporation, or restore all or part of such shares to the
status of authorized but unissued shares, insofar as the same is permissible
under Delaware law; provided that nothing herein contained shall be deemed to
limit the right of the Board of Directors to cause the Corporation to hold any
or all of such reacquired shares as treasury shares and to reissue and resell or
otherwise deal with such treasury shares in accordance with law.

(e) The value of the net assets of the Corporation, as of any relevant
time, shall be determined in accordance with generally accepted accounting
principles by deducting from the gross value of the assets of the Corporation at
such time the amount of all liabilities, including expenses incurred or accrued
and unpaid, such reservations as may be established to cover (i) taxes in
respect of net realized gains and potential taxes to be paid in respect of the
excess, if any, of unrealized gains over unrealized losses and (ii) any other
liabilities, and such other deductions as may be determined by or under the
authority of the Board of Directors. The net asset value per share of the
Corporation's Common Stock shall be determined at the time or times hereinbelow
set forth by dividing the value of the net assets of the Corporation by the
total number of outstanding shares (excluding treasury shares but including
shares tendered for redemption or repurchase on the day as of which the
determination is made), the result being adjusted to the nearer cent.

C-10

<PAGE>

The net asset value per share of the Corporation's Common Stock shall be
determined as of the close of the New York Stock Exchange on each day on which
the New York Stock Exchange is open for business and may be again determined as
at such other time on any day as the Board of Directors may determine. In case
such determination is made as at any time on any day other than as at the close
of the New York Stock Exchange on such day, the gross value of the assets of the
Corporation may be determined by applying to the gross value of the assets of
the Corporation as at the close of the New York Stock Exchange on the
immediately preceding day on which the New York Stock Exchange was open for
business, determined as provided herein, such adjustments as are authorized by
or pursuant to the direction of the Board of Directors and designed reasonably
to reflect any material changes in the market value of securities owned and any
other material changes in the assets or liabilities of the Corporation or in the
number of its outstanding shares which shall have taken place since the close of
the New York Stock Exchange on such preceding day. However, whenever the net
asset value has altered so that the earlier price no longer approximates the
fair market value of the shares, the net asset value per share may be determined
and become effective at more frequent intervals and may be withdrawn and
redetermined as of a later time.

In determining the gross value of the assets of the Corporation: (i)
Securities listed or admitted to trading on a national securities exchange will
be valued at their last sale price prior to the time of determining the gross
value of the assets; or, if no sales are reported on that date, at the mean of
the current bid and asked price; (ii) unlisted securities will be valued at the
mean of the current bid and asked price; and (iii) securities and other assets
for which market quotations are not readily available will be valued at their
fair value, as determined by or under the authority of the Board of Directors.
Each put or call option will be valued at the market value immediately prior to
the time of determining net asset value, or if there is no market therefor, at
the greater of (a) cost, amortized on a daily basis over the duration of the
option, or

C-11

<PAGE>

(b) in the case of a call the excess of the market value of the shares
subject to call over the call price of said shares, and in the case of a put,
the excess of the put price of the shares subject to put over the market value
of said shares. Open short positions will be taken into account at the actual
realizable value thereof.

The Corporation may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Common Stock to require
the Corporation to redeem shares of such Common Stock.

(f) Shares of Common Stock shall be issued from time to time either for
cash or for such other considerations (which may be in any one or more instances
a certain specified consideration or certain specified considerations) as the
Board of Directors, from time to time, may deem advisable, in the manner and to
the extent now or hereafter permitted by the laws of the State of Delaware;
provided, however, that the consideration (or the value thereof as determined by
the Board of Directors) per share to be received by the Corporation upon the
issuance or sale of any share of its Common Stock (including treasury shares)
shall not be less than the par value thereof and not less than the net asset
value per share of the Corporation's Common Stock determined as provided in
Paragraph (e) of Article FIFTH as of a time not earlier than the close of
business on the next preceding day on which the New York Stock Exchange was open
for business and not later than the close of business on the New York Stock
Exchange on the day on which the shares are sold or, if the New York Stock
Exchange is not open for business on that day, not later than the close of
business on the next day on which the Exchange is open for business, as the
Board of Directors shall determine.

C-12

<PAGE>

SIXTH: The name and the mailing address of the incorporator is as follows:

Ray Garrett, Jr.
One First National Plaza
Chicago, Illinois 60670

SEVENTH: The Corporation may enter into a written contract with one or
more persons (which term shall include any firm, corporation, trust or
association), hereinafter referred to as the "Investment Adviser", to manage the
assets of the Corporation and to perform such functions as the Board of
Directors may deem reasonable and proper, including without limitation,
management, research, clerical and administrative functions. Any such contract
shall be subject to the approval of those persons required by the Investment
Company Act of 1940 to approve such contract, and shall be terminable at any
time upon not more than 60 days notice by resolution of the Board of Directors
or by vote of a majority of the holders of Common Stock.

Any such contract may be made with any firm or corporation in which any
director or directors of the Corporation may be interested. The compensation of
the Investment Adviser may be based upon a percentage of the value of the net
assets of the Corporation, a percentage of the income or gross realized or
unrealized gain of the Corporation, or a combination thereof, or otherwise, as
may be provided in such contracts.

EIGHTH: The Board of Directors shall have authority to appoint and enter
into written contract or contracts with an underwriter or distributor or
distributors as agent or agents for the sale of shares of the Corporation and to
pay such underwriter, distributor or distributors and agent or agents such sum
or commission as the Board of Directors may in its discretion deem reasonable
and proper. Any such contract may be made with any firm or corporation,
including without limitation, the Investment Adviser, or any firm or corporation
in which any director or directors of the Corporation or the Investment Adviser
may be interested.

C-13

<PAGE>

NINTH: The number of directors of the Corporation shall be fixed from time
to time in the manner provided by the by-laws of the Corporation, but shall not
be less than three. Elections of directors need not be by ballot unless the by-
laws of the Corporation shall so provide.

TENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of its
directors and stockholders:

(1) All corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise provided by law; provided, however,
subject to the provisions of Article SEVENTH of this Certificate of
Incorporation, the Board of Directors may delegate the management of the assets
of the Corporation and such other functions as it may deem reasonable and proper
to the Investment Adviser, as such term is hereinabove defined, pursuant to a
written contract. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation, which,
to the extent provided in said resolution or resolutions or in the by-laws of
the Corporation, shall have and may exercise the powers of the Board of
Directors and in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it.

(2) The Board of Directors is hereby empowered to authorize the issuance
from time to time of any class of shares of stock, whether now or hereafter
authorized; for such consideration as the Board of Directors may deem advisable,
subject to such limitations and restrictions as may be set forth in this
Certificate of Incorporation or in the by-laws of the Corporation, or in the
laws of the State of Delaware.

(3) The stockholders and directors may hold their meetings and have an
office or offices outside the State of Delaware, and the books of the
Corporation

C-14

<PAGE>

may be kept (subject to any provision contained in any applicable statute)
outside the State of Delaware at such place or places as may be from time to
time designated by the Board of Directors.

(4) To the extent permitted by law, whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action, the meeting and vote of stockholders may be dispensed
with, provided such corporate action is taken by written consent of the holders
of Common Stock having a majority of the shares of Common Stock of the
Corporation issued and outstanding and entitled to vote, or having at least the
minimum percentage of the total vote required by the laws of Delaware or other
applicable statute or this Certificate of Incorporation or the by-laws for the
proposed corporate action, and provided further that prompt notice is given to
all stockholders of the Corporation of the taking of corporate action without a
meeting and by less than unanimous written consent.

(5) The Board of Directors shall have the power to make, alter, amend or
repeal the by-laws of the Corporation, and to adopt any new by-laws except to
the extent that the by-laws may otherwise provide; provided, however, that any
such by-laws may be altered, amended or repealed or new by-laws may be adopted
by the stockholders of the Corporation.

(6) The Board of Directors shall have power from time to time to set apart
out of any funds of the Corporation available for dividends a reserve or
reserves for any proper purpose, and to abolish any such reserve.

(7) The Board of Directors from time to time shall determine whether and
to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account, book or document of the Corporation except as
conferred by statute or as authorized by resolution of the Board of Directors.

C-15

<PAGE>

ELEVENTH: Any determination made by or pursuant to the direction of the
Board of Directors in good faith and consistently with the provisions of this
Certificate of Incorporation as to any of the following matters shall be final
and conclusive and shall be binding upon the Corporation and every holder at any
time of shares of its Common Stock, namely:

(i) the amount of the assets, obligations, liabilities and
expenses of the Corporation;

(ii) the amount of the net income of the Corporation from
dividends and interest for any period and the amount of
assets at any time legally available for the payment of
dividends or distributions;

(iii) the amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation of
liability for which such reserves or charges were created
shallhave been paid or discharged);

(iv) the market value, or any sale, bid or asked price to be
applied in determining the market value, of any security
owned or held by the Corporation;

(v) the fair value of any other asset owned by the Corporation;

(vi) the number of shares of the Corporation issued or issuable;

(vii) the net asset value per share;

(viii) the existence of conditions permitting suspension of the
right of redemption or the postponement of payment or the
deposit of the redemption or repurchase price of shares of
Common

C-16

<PAGE>

of the Corporation as hereinabove provided or permitting the
delivery of securities or other assets in kind in whole or
partial payment for shares of such Common Stock;

(ix) the extent to which it is practicable for the Corporation to
deliver securities and other assets of the Corporation for
shares redeemed or repurchased in payment for any such
shares;

(x) any matter relating to the acquisition, holding and
disposition of securities and other assets by the
Corporation;

(xi) any question as to whether any transaction constitutes a
purchase of securities on margin, a short sale of
securities, or an underwriting of the sale of, or
participation in any underwriting or selling group in
connection with the public distribution of any securities;
and

(xii) any matter relating to the issue, sale, redemption,
repurchase, and/or other acquisition or disposition of
shares of Common Stock of the Corporation.

TWELFTH: The Corporation shall indemnify any person to the extent
permitted by law.

THE UNDERSIGNED, being the incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is his act and deed and the

C-17

<PAGE>

facts herein stated are true, and accordingly has hereunto set his hand and seal
this 5th day of February, 1970.

/s/Ray Garrett, Jr.
------------------------------------------
(Seal)
Ray Garrett, Jr.

C-18

<PAGE>

STATE OF ILLINOIS )
- -------------------------) ss:
COUNTY OF COOK )

BE IT REMEMBERED that on this 5th day of February, 1970, personally came
before me, a Notary Public for the State of Illinois, Ray Garrett, Jr., the
party of the foregoing Certificate of Incorporation, known to me personally
to be such, and acknowledged the said Certificate to be the act and deed of
the signer.

GIVEN under my hand and seal of office the day and year aforesaid.

/s/(Patricia A. Gary)
-------------------------------
Notary Public

(SEAL)

C-19

<PAGE>

STATE OF DELAWARE

OFFICE OF SECRETARY OF STATE

I, EUGENE BUNTING, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT
COPY OF Certificate of Incorporation of the "AMWAY MUTUAL FUND, INC.";
as received and filed in this office the thirteenth day of February,
A.D. 1970, at 10 o'clock A.M.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND
OFFICIAL SEAL AT DOVER THIS /S/THIRTEENTH DAY OF /S/
FEBRUARY IN THE YEAR OF OUR LORD ONE THOUSAND NINE HUNDRED
AND /S/SEVENTY,

SEAL
/s/Eugene Bunting
SECRETARY OF STATE

/s/
ASS'T SECRETARY OF STATE

FORM 121

C-20

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

AMWAY MUTUAL FUND, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted the following resolution amending the Certificate of
Incorporation of said corporation:

RESOLVED: That it is advisable that the Certificate of Incorporation
of this Corporation be amended by changing the Fourth Article thereof
so that as amended, said Article shall be and read as follows:

"The total number of shares of capital stock which the Corporation
shall have the authority to issue shall be 10,500 shares of common
stock, par value $1.00 per share (hereinafter referred to as the
"Common Stock"), all of which shall be of the same class and have
equal voting rights."

FURTHER RESOLVED: That the proposed Amendment be submitted to a vote
of the sole stockholder of this Corporation by means of its written
consent, without a meeting, pursuant to the authority of Section 228
of the Delaware Corporation Law.

FURTHER RESOLVED: That, if the proposed Amendment should be adopted
by the sole stockholder, the proper officers of the Corporation be,
and they hereby are authorized and directed, in the name and on behalf
of the Corporation, to execute, deliver and file for entry, such
Certificate of Amendment, and such other documents and instruments,
and to do and perform such other acts and things as shall be
necessary, convenient or proper to effect the Amendment of the
Certificate of Incorporation now proposed and adopted.

SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has given written consent to said amendment in

C -21
<PAGE>

accordance with the provisions of Section 228 of The General Corporation Law of
the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AMWAY MUTUAL FUND, INC. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
RICHARD M. DeVOS, its President, and attested by WILLIAM J. HALLIDAY, JR., its
Secretary, this /s/7th day of /s/January, 19s/s71.

By /s/ Richard M. DeVos
---------------------
President

(CORPORATE SEAL)

ATTEST:

By /s/William J. Halliday Jr.
---------------------------
Secretary

C-22

<PAGE>

STATE OF MICHIGAN )

- ------------------- ) ss.

COUNTY OF KENT )

BE IT REMEMBERED that on this /s/7th day of /s/January, 19/s/71,
personally came before me, a Notary Public in and for the County and State
aforesaid, RICHARD M. DeVOS, President of AMWAY MUTUAL FUND, INC., a corporation
of the State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

/s/Joyce C. Harrison
--------------------
Notary Public

My Commission Expires May 17, 1974.

(SEAL)

C-23
<PAGE>

STATE OF DELAWARE

(LOGO)

Office of Secretary of State

I, Eugene Bunting, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT COPY OF Certificate
of Amendment of the "AMWAY MUTAL FUND, INC.", as received and filed in this
office the twentieth day of January, A. D. 1971, at 10 o'clock A. M.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND OFFIICAL SEAL AT
DOVER THIS /s/twentieth day of /s/January IN THE YEAR OF OUR LORD ONE THOUSAND
NINE HUNDRED AND /S/seventy-one.

/s/ Eugene Bunting
------------------
SECRETARY OF STATE

(SEAL)

/s/ R. H. Caldwell
------------------
ASS'T SECRETARY OF STATE

C-24

<PAGE>

State of Delaware

- ------------------- cs.
New Castle County

I, Leo J. Dugan, Jr.,

RECORDER OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE, DO HEREBY CERTIFY THAT

CERTIFIED COPY OF Certificate of Amendment of "AMWAY MUTUAL FUND, INC."

WAS RECEIVED FOR RECORD IN THIS OFFICE ON January 20, 1971

AND THE SAME APPEARS OF RECORD IN THE RECORDER'S OFFICE FOR SAID COUNTY.

WITNESS MY HAND AND OFFICIAL SEAL, THIS twentieth DAY OF

January, A.D. 1971.

/s/ Leo J. Dugan, Jr.
--------------------
Recorder

C-25

<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * * *

AMWAY MUTUAL FUND, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a
meeting duly held, adopted the following resolution amending the Certificate of
Incorporation of said corporation:

RESOLVED: That is it advisable that the Certificate of
Incorporation of this Corporation be amended by changing the
Fourth Article thereof so that as amended, said Article shall be
and read as follows:

"The total number of shares of capital stock which the
Corporation shall have the authority to issue shall be 1,000,000
shares of common stock, par value $1.00 per share (hereinafter
referred to as the "Common Stock"), all of which shall be of the
same class and have equal voting rights."

FURTHER RESOLVED: That the proposed Amendment be submitted to a
vote of the sole stockholder of this Corporation by means of its
written consent, without a meeting, pursuant to the authority of
Section 228 of the Delaware Corporation law.

FURTHER RESOLVED: That, if the proposed Amendment should be
adopted by the sole stockholder, the proper officers of the
Corporation be, and they hereby are authorized and directed, in
the name and on behalf of the Corporation, to execute, deliver
and file for entry, such Certificate of Amendment, and such other
documents and instruments, and to do and perform such other acts
and things as shall be necessary, convenient or proper to effect
the Amendment of the Certificate of Incorporation now proposed
and adopted.

SECOND: That in lieu of a meeting and vote of stockholders, the
sole stockholder has given written consent to said amendment in

C-26
<PAGE>

accordance with the provisions of Section 228 of The General Corporation
Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AMWAY MUTUAL FUND, INC. has caused its
corporate seal to be hereunto affixed and this certificate to be signed
by C. DALE DISCHER, its Vice President, and attested by WILLIAM J.
HALLIDAY, JR., its Secretary, this 22nd day of March, 1971.

/s/AMWAY MUTUAL FUND, INC.
--------------------------

By/s/ C. Dale Discher
---------------------

C. Dale Discher, Vice President

(CORPORATE SEAL)

ATTEST:

BY: /s/ William J. Halliday, Jr.
----------------------------
William J. Halliday, Jr.
Secretary

C-27
<PAGE>

STATE OF MICHIGAN )

- ----------------- ) ss.

COUNTY OF KENT )

BE IT REMEMBERED that on this /s/22nd day of /s/March, /s/1971, personally
came before me, a Notary Public in and for the County and State aforesaid, C.
DALE DISCHER, Vice President of AMWAY MUTUAL FUND, INC., a corporation of the
State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

/s/Winifred Pfuhl
-----------------
Notary Public

WINIFRED PFUHL
-----------------
Notary Public, Kent County, Michigan

My Commission Expires July 13, 1973

NOTARIAL

(SEAL)

C-28

<PAGE>

C E R T I F I C A T E

I certify that the attached is a true copy of a Certificate of Amendment of
Certificate of Incorporation of Amway Mutual Fund, Inc.

/s/April 5, 1971 ____________________________________/s/William J. Halliday, Jr.

(Dated) ______________________________________William J. Halliday, Jr.

Secretary

C-29

<PAGE>

STATE OF DELAWARE

(LOGO)

Office of Secretary of State

I, Eugene Bunting, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT COPY OF Certificate
of Amendment of the "AMWAY MUTAL FUND, INC.", as received and filed in this
office the sixteenth day of April, A. D. 1971, at 10 o'clock A. M.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL AT
DOVER THIS /s/sixteenth day of /s/April IN THE YEAR OF OUR LORD ONE THOUSAND
NINE HUNDRED AND /s/seventy-one.

/s/ Eugene Bunting
------------------
SECRETARY OF STATE

(SEAL)

/s/ R. H. Caldwell
------------------
ASS'T SECRETARY OF STATE

FORM 120

C-30

<PAGE>

State of Delaware

- -----------------cs.

New Castle County

I, Leo J. Dugan, Jr.,

RECORDER OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE, DO HEREBY CERTIFY THAT

CERTIFIED COPY OF Certificate of Amendment of "AMWAY MUTUAL FUND, INC."

WAS RECEIVED FOR RECORD IN THIS OFFICE ON April 16, 1971

AND THE SAME APPEARS OF RECORD IN THE RECORDER'S OFFICE FOR SAID COUNTY.

WITNESS MY HAND AND OFFICIAL SEAL, THIS sixteenth DAY OF

April, A.D. 1971.

/s/ Leo J. Dugan, Jr.
---------------------
Recorder

C-31
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * * *

AMWAY MUTUAL FUND, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted the following resolution amending the Certificate of
Incorporation of said corporation:

RESOLVED: That is is advisable that the Certificate of Incorporation of
this Corporation be amended by changing the Fourth Article thereof so that
as amended, said Article shall be and read as follows:

"The total number of shares of capital stock which the Corporation shall
have the authority to issue shall be 5,000,000 shares of common stock, par
value $1.00 per share (hereinafter referred to as the "Common Stock"), all
of which shall be of the same class and have equal voting rights."

FURTHER RESOLVED: That the proposed Amendment be submitted to a vote of
the stockholders of this Corporation at a special meeting of the
stockholders to be held at the Center of Free Enterprise, 7575 East Fulton
Road, Ada, Michigan at 3:00 P.M., E.S.T., on Monday, April 17, 1978.

FURTHER RESOLVED: That, if the proposed Amendment should be adopted by a
majority of the outstanding stock entitled to vote thereon, the proper
officers of the Corporation be, and they hereby are authorized and
directed, in the name and on behalf of the Corporation, to execute, deliver
and file for entry, such Certificates of Amendment, and such other
documents and instruments, and to do and perform such other acts and things
as shall be necessary, convenient or proper to effect the Amendment of the
Certificate of Incorporation now proposed and adopted.

SECOND: That said Amendment to the Certificate of Incorporation was
approved by the stockholders, present in person or by proxy, holding a majority
of the outstanding stock entitled to vote thereon, at a special meeting of
stockholders held on April 17, 1978, in accordance with the provisions of
Section 242 of The General Corporation Law of the State of Delaware.

C-32

<PAGE>

IN WITNESS WHEREOF, said AMWAY MUTUAL FUND, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by WILLIAM J. HALLIDAY,
JR., its Chairman of the Board and President, and attested by JOSEPH B. TAYLOR,
its Secretary, this /s/28th day of /s/April, s/s1978.

By/s/William J. Halliday, Jr.
---------------------------
William J. Halliday, Jr.

Chairman of the Board/and President

(CORPORATE SEAL)

ATTEST:

By /s/Joseph B. Taylor
- ----------------------
Joseph B. Taylor
Secretary

C-33

<PAGE>

STATE OF MICHIGAN )

- --------------------: SS

COUNTY OF KENT )

BE IT REMEMBERED that on this 28th day of April, 1978, personally came
before me, a Notary Public in and for the County and State aforesaid, WILLIAM J.
HALLIDAY, JR., Chairman of the Board and President of AMWAY MUTUAL FUND, INC., a
corporation of the State of Delaware, and he duly executed said certificate
before me and acknowledge the said certificate to be his act and deed and the
act and deed of said corporation and the facts stated therein are true; and that
the seal affixed to said certificate and attested by the Secretary of said
corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

/s/Audrey E. McElro
------------------------------------
Notary Public, Kent County, Michigan
My Commission Expires: July 14, 1979

(SEAL) AUDREY E. MCELROY
------------------------------------
Notary Public, Kent County, Mich.
My Commission Expires July 14, 1979

C-34

<PAGE>

LOGO

STATE OF DELAWARE

Office of SECRETARY OF STATE

I, Glenn C. Kenton SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT THE ABOVE AND FOREGOING IS A TRUE AND CORRECT COPY OF Certificate
of Amendment of the "AMWAY MUTUAL FUND, INC.", as received and filed in this
office the third day of May, A.D. 1978, at 9 o'clock A.M.

In Testimony Whereof, I HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL AT
DOVER THIS /s/ third DAY OF /s/May IN THE YEAR OF OUR LORD ONE THOUSAND NINE
HUNDRED AND /s/seventy-eight.

(SEAL)

/s/Glenn C. Kenton
------------------
Glenn C. Kenton, Secretary of State

C-35
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * * *

AMWAY MUTUAL FUND, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous
written consent, adopted the following resolution:

RESOLVED: "That Amway Mutual Fund, Inc. Notice of Annual Meeting of
Stockholders, Proxy For Annual Meeting of Stockholders May 30th, 1980 and
Proxy Statement, copies of which are attached hereto, are approved,
including any recommended changes by the Securities and Exchange
Commission."

FURTHER RESOLVED: That the Proxy For Annual Meeting of Stockholders May
30th, 1980 includes a proposed Amendment to Article Fourth of the Fund's
Certificate of Incorporation to increase the authorized capital stock from
the present 5,000,000 shares of common stock, $1 par value, to 10,000,000
shares of common stock, $1 par value.

SECOND: That the Board of Directors of said corporation adopted the
following resolution:

RESOLVED: "That the proper officers of the Corporation be, and they hereby
are authorized and directed, in the name and on behalf of the Corporation,
to execute, deliver and file for entry, such Certificates of Amendment, and
such other documents and instruments, and to do and perform such other acts
and things as shall be necessary, convenient or proper to effect the
Amendment of the Certificate of Incorporation now processed and adopted."

THIRD: That said Amendment to the Certificate of Incorporation was
approved by the stockholders, present in person or by proxy, holding a majority
of the outstanding stock entitled to vote thereon, at the annual meeting of
stockholders held on May 30th, 1980, in accordance with the provisions of
Section 242 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AMWAY MUTUAL FUND, INC. has caused its corporate
seal to be hereunto affixed and this certificate to be signed by WILLIAM J.
HALLIDAY, JR., its Chairman of the Board, and attested by JOSEPH B. TAYLOR, its
Secretary, this /s/28th day of ( /s/(Cert), 1980.

By/s/William J. Halliday, Jr.
---------------------------
William J. Halliday, Jr.
Chairman of the Board

(CORPORATE SEAL)

ATTEST:

By/s/Joseph B. Taylor
-------------------
Joseph B. Taylor
Secretary

C-36

<PAGE>

STATE OF MICHIGAN )

- -------------------: SS

COUNTY OF KENT )

BE IT REMEMBERED that on this (date) day of , 1980, personally came
before me, a Notary Public in and for the County and State aforesaid, WILLIAM J.
HALLIDAY, JR., Chairman of the Board of Amway Mutual Fund, Inc., a corporation
of the State of Delaware, and he duly executed said certificate before me and
acknowledge the said certificate to be his act and deed and the act and deed of
said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation is
the common or corporate seal of said corporation.
In WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and
year aforesaid.

/s/
------------------------------------
Notary Public, Kent County, Michigan
My Commission Expires: June 18, 1983

(SEAL)

C-37
<PAGE>

State

DELAWARE

Office of SECRETARY OF STATE

In Testimony Whereof, I HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL AT
DOVER THIS /s/twelfth DAY OF /s/November IN THE YEAR OF OUR LORD ONE THOUSAND
NINE HUNDRED AND /s/eighty.

(SEAL)

/s/Glenn C. Kenton
------------------
Glenn C. Kenton, Secretary of State

C-38
<PAGE>

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * * *

AMWAY MUTUAL FUND, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted the following resolution:

RESOLVED: That it is advisable that Article Fourth of the Certificate of
Incorporation of this corporation be amended to increase the total number
of shares of capital stock which the corporation shall have the authority
to issue from 10,000,000 shares of common stock of $1 par value to
20,000,000 shares of common stock of $1 par value, so that as amended, said
Article Fourth shall read as follows:

"Fourth: The total number of shares of capital stock which the
corporation shall have the authority to issue shall be 20,000,000
shares of common stock, par value $1 per share (hereinafter referred
to as the "common stock"), all of which shall be of the same class and
have equal voting rights."

FURTHER RESOLVED: That the proposed amendment be submitted to a vote of
stockholders of the corporation at the Annual Meeting of the Stockholders,
which will be held on Friday, June 3, 1983, at 4:00 P.M., in the Arena of
the Kansas City Convention Facilities, 301 West 13th Street, Kansas City,
Missouri.

FURTHER RESOLVED: That if a majority of the outstanding stock entitled to
vote on the proposed amendment vote in favor of its adoption, a certificate
setting forth the amendment and certifying that the same has been duly
adopted in accordance with the General Corporation Law of the State of
Delaware shall be executed, acknowledged, filed, and recorded by the proper
officers of the corporation who shall do and perform such other acts and
things as shall be necessary, convenient or proper to effect said amendment
to the Certificate of Incorporation of this corporation.

SECOND: That said Amendment to the Certificate of Incorporation was
approved by the stockholders, present in person or by proxy, holding a majority
of the outstanding stock entitled to vote thereon, at the annual meeting of
stockholders held on June 3, 1983, in accordance with the provisions of Section
242 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said AMWAY MUTUAL FUND, INC. has caused its corporate
seal to be hereunto affixed and this certificate to be signed by C. DALE
DISCHER, its President, and attested by ALLAN D. ENGEL, its Secretary, this 10th
day of June, 1983.

By/s/C. Dale Discher
------------------
C. Dale Discher
President

(CORPORATE SEAL)

ATTEST:

By/s/Allen D. Engel
Allen D. Engel
Secretary

C-39

<PAGE>

STATE OF MICHIGAN )

- -------------------: SS

COUNTY OF KENT )

BE IT REMEMBERED that on this 10 day of June, 1983, personally came before
me, a Notary Public in and for the County and State aforesaid, C. DALE DISCHER,
President of Amway Mutual Fund, Inc., a corporation of the State of Delaware,
and he duly executed said certificate before me and acknowledge the said
certificate to be his act and deed and the act and deed of said corporation and
the facts stated therein are true; and that the seal affixed to said certificate
and attested by the Secretary of said corporation is the common or corporate
seal of said corporation.

In WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

/s/Susan J. Dykstra
-------------------
Notary Public, Kent County, Michigan

(SEAL) SUSAN J. DYKSTRA
----------------
Notary Public, Kent County, Mich.
My Comm. Expires April 26, 1987

C-40

<PAGE>

State of Delaware

Logo

Office of Secretary of State

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF AMWAY MUTUAL FUND, INC. FILED IN THIS OFFICE ON THE SIXTEEN DAY OF JUNE,
A.D., 1983, AT 9 O'CLOCK A.M.

/s/Glenn C. Kenton
-------------------
Glenn C. Kenton, Secretary of State

831670390 AUTHENTICATION: 10016711

DATE: 07/14/1983

C-41

<PAGE>

BY-LAWS

AMWAY MUTUAL FUND, INC..
(a Delaware Corporation)

___________

ARTICLE I

MEETING OF STOCKHOLDERS

SECTION 1.1 ANNUAL MEETING. The annual meeting of the stockholders
of the Corporation for the election of directors and for the transaction of such
other business as may come before the meeting shall be held on the last Thursday
in April of each year, if not a legal holiday, and if a legal holiday, at such
time as shall be designated by the Board or the Chairman of the Board or the
President. If the annual meeting shall not be held on the day hereinabove
provided for, the Board shall call a special meeting for the election of
directors as soon thereafter as convenient, and in any event not later than 30
days after said day.

SECTION 1.2 SPECIAL MEETINGS. Special meetings of the stockholders,
unless otherwise prescribed by law, may be called

C-42

<PAGE>

at any time by the Board, the Chairman of the Board, or the President for any
purpose or purposes whatsoever.

SECTION 1.3 NOTICE OF MEETINGS; WAIVER OF NOTICE.
Notice of the place, date and time of the holding of each annual and special
meeting of the stockholders and the purpose or purposes thereof shall be given
personally or by mail or by telegraph or other means of written communication,
not less than ten nor more than fifty days before the date of such meeting.
Notice by mail or telegram shall be deemed to be duly given when deposited in
the U. S. Mails or delivered to the telegraph company, charges prepaid, and
directed to the stockholder at his address as it appears on the record of
stockholders, unless he shall have filed with the Secretary of the Corporation a
written request that notices to him be directed to some other address, in which
case it shall be directed to him at such other address. If a stockholder has
no address appearing on the books of the Corporation, notice shall be deemed to
have been duly given to him if sent by mail or other means of written
communication addressed to the place where the principal office of the
Corporation is situated, or if published at least once in some newspaper of
general circulation in the county where the principal office of the Corporation
is situated. Notice of

C-43
<PAGE>

any meeting of stockholders hall not be required to be given to, and notice
shall be deemed waived by, any stockholder who shall attend such meeting in
person or by proxy and shall not, at the beginning of the meeting, object to the
transaction of any business on the ground of lack of notice thereof, or who
shall, either before or after the meeting, submit a signed waiver of notice, in
person or by proxy. Unless the Board, after the adjournment, shall fix after
the adjournment a new record date for an adjourned meeting, or the adjournment
is for more than thirty days, notice of such adjourned meeting need not be given
if the time and place to which the meeting shall be adjourned were announced at
the meeting at which the adjournment is taken.

SECTION 1.4 PLACE OF MEETINGS. Meetings of the stockholders may be
held at such place, within or without the State of Delaware, as the Board or the
officer calling the same shall specify in the notice of such meeting.

SECTION 1.5. QUORUM. At all meetings of the stockholders, the
holders of a majority of the shares of stock of the Corporation issued and
outstanding and entitled to vote, present

C-44
<PAGE>

in person or by proxy, shall constitute a quorum for the transaction of any
business, except an otherwise provided by statue or by the Certificate of
Incorporation or these By-laws. In the absence of a quorum no business may be
transacted, except the holders of a majority of the shares of stock present in
person or by proxy and entitled to vote may adjourn the meeting from time to
time, without notice other than announcement thereat, until the holders of the
requisite amount of shares of stock shall be so present. At any such adjourned
meeting at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. The absence
from any meeting, in person or by proxy, of holders of the number of shares of
stock of the Corporation in excess of a majority thereof which may be required
by the laws of the State of Delaware, the Investment Company Act of 1940, or
other applicable statute, the Certificate of Incorporation, or these By-laws,
for action upon any given matter shall not prevent action at such meeting upon
any other matter or matters which may properly come before the meeting, if there
shall be present thereat, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action in respect of such other matter
or matters.

C-45
<PAGE>

SECTION 1.6 ORGANIZATION. At each meeting of the stockholders the
Chairman of the Board, or in his absence or inability to act, the President, or
in the absence or inability to act of the Chairman of the Board and the
President, a Vice-President, shall act as chairman of the meeting. The
Secretary, or, in his absence or inability to act, any person appointed by the
chairman of the meeting, shall act as secretary of the meeting and keep the
minutes thereof.

SECTION 1.7 ORDER OF BUSINESS. The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.

SECTION 1.8 VOTING; CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.
Except as otherwise provided by statute or the Certificate of Incorporation,
each holder of record of shares of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to one vote for every
share of such stock standing in his name on the record of stockholders of the
Corporation:

(a) on the date fixed by the Board in accordance with

C-46
<PAGE>

Section 6.7 hereof, as the record date for the determination of the stockholders
who shall be entitled to notice of and to vote at such meeting; or

(b) if such record date shall not have been so fixed, then at the
close of business on the day next preceding the day on which notice thereof
shall be given.

Each stockholder entitled to vote at any meeting of stockholders, or to express
consent or dissent to corporate action in writing without a meeting, may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting or, if action is taken without a meeting, the
Secretary of the Corporation, at or prior to the time designated in the order of
business or the resolutions of the Board for so delivering such proxies. No
proxy shall be valid after the expiration of three years from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except in those cases where such proxy
states that it is irrevocable and where an irrevocable proxy is permitted by
law. Except as otherwise provided by statute, the Certificate of Incorporation
or these By-laws, any corporate action to be taken

C-47
<PAGE>

by vote of the stockholder shall be authorized by a majority of the total votes
cast at a meeting of stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action; provided, however, to
the extent permitted by law, the meeting and vote of the stockholders may be
dispensed with, provided written consent to any such action is given by the
holders of shares of stock in accordance with Paragraph (4) of ARTICLE TENTH of
the Certificate of Incorporation of the Corporation, and provided further that
prompt notice is given to all stockholders of the Corporation of the taking of
corporate action without a meeting and by less than unanimous written consent.

If a vote shall be taken on any question, then unless required by
statute, or determined by the chairman of the meeting to be advisable, any such
vote need not be by ballot. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy, if there be such proxy, and shall state
the number of shares voted.

SECTION 1.9 LIST OF STOCKHOLDERS. A list of stockholders as of the
record date, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
certified by the

C-48

<PAGE>

Secretary of the Corporation or by the transfer agent for the Corporation, shall
be available for examination by any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place in the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

SECTION 1.10 INSPECTORS OF ELECTION. The Board may, in advance of
any meeting of stockholders, appoint one or more inspectors of election to act
at such meeting or any adjournment thereof. If the inspectors shall not be so
appointed or if any of them shall fail to appear or act, the chairman of the
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint inspectors. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors

C-49

<PAGE>

shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the
office of director shall act as inspector of an election of directors.
Inspectors need not be stockholders.

C-50
<PAGE>

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.1 GENERAL POWERS. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by the Board of Directors. The Board may exercise all such authority
and powers of the Corporation and do all such lawful acts and things as are not
by statute or the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

SECTION 2.2 INVESTMENT POLICIES. It shall be the duty of the Board
of Directors to ensure that the purchase, sale, retention and disposal of
portfolio securities and the other investment practices of the Corporation are
at all times consistent with the investment policies and restrictions with
respect to securities investments and otherwise of the Corporation, as recited
in the current prospectus of the Corporation filed from time to time with the
Securities and Exchange Commission and as required by the Investment Company Act
of 1940, unless such duty is delegated to the Investment Adviser pursuant to a
written contract, as provided in the Certificate of incorporation. The Board,
however, may delegate

C-51
<PAGE>

the duty of management of the assets, and may delegate such other of its powers
and duties as are permitted by the Certificate of Incorporation, to the
Executive Committee or other committee, or to an individual or corporate
investment adviser to act as Investment Adviser pursuant to a written contract
to be approved or ratified initially by the vote of a majority of the
outstanding voting securities of the Corporation and to be renewable annually or
bi-annually by a similar vote or by the affirmative vote of a majority of the
entire Board of Directors, including a majority of the directors of the
Corporation who are not parties to such contract or affiliated persons of any
parties to the contract.

SECTION 2.3 NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. The
number of directors of the Corporation shall be determined by majority vote of
the entire Board or by amendment of these By-laws but shall not be more than
fifteen nor less than three. All the directors shall be of full age. Directors
need not be stockholders. Except as otherwise provided by statute or the
Certificate of Incorporation or these By-laws, the directors shall be elected by
written ballot at annual meeting of the stockholders. Each director shall hold
office until the next annual

C-52
<PAGE>

meeting of the stockholders and until his successor shall have been duly elected
and qualified, or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-laws, or as otherwise provided by
statute or the Certificate of Incorporation.

SECTION 2.4 PLACE OF MEETINGS. Meetings of the Board may be held at
such place, within or without the State of Delaware, as the Board may from time
to time determine or as shall be specified in the notice of such meeting.

SECTION 2.5 ORGANIZATION MEETING. The Board shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the stockholders,
on the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place (within or without the State of Delaware) which shall be specified
in a notice thereof given as hereinafter provided in Section 8 of this Article
II.

SECTION 2.6 REGULAR MEETINGS. Regular meetings of the Board shall be
held at such time as the Board may fix. If any day fixed for a regular meeting
shall be a legal holiday at the

C-53
<PAGE>

place where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding business
day. Notice of regular meetings of the Board need not be given except as
otherwise required by statute or these By-laws.

SECTION 2.7 SPECIAL MEETINGS. Special meetings of the Board may be
called by two or more directors of the Corporation or by the Chairman of the
Board or the President.

SECTION 2.8 NOTICE OF MEETINGS. Notice of each special meeting of
the Board (and of such regular meeting for which notice shall be required) shall
be given by the Secretary as hereinafter provided in this Section 8, in which
notice shall be stated the time and place (within or without the State of
Delaware) of the meeting. Notice of each such meeting shall be delivered to
each director, either personally or by telephone, telegraph, cable or wireless,
at least twenty-four hours before the time at which such meeting is to be held,
or by first class mail, postage prepaid, addressed to him at his residence or
usual place of business, at least two days before the day on which such meeting
is to be held. Notice of any such meeting need not be given to any director who
shall, either before or after the meeting, submit a signed waiver

C-54
<PAGE>

of notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to him. Except as otherwise specifically
required by these By-laws, a notice or waiver of notice of any regular or
special meeting need not state the purposes of such meeting.

SECTION 2.9 QUORUM AND MANNER OF ACTING. A majority of the entire
Board shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and except
as otherwise expressly required by statute, the Certificate of Incorporation,
these By-laws, or the Investment Company Act of 1940, or other applicable
statute, the act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the Board; provided, however, that the
approval of any contract with an Investment Adviser which the Corporation enters
into or any renewal or amendment thereof, and the selection of the Corporation's
independent public accountant shall each require the affirmative vote of a
majority of the directors who are not parties to any such contract or affiliated
persons of any such party. In the absence of a quorum at any meeting of the
Board, a majority of the directors present thereat may adjourn such meeting to
another time and place until

C-55
<PAGE>

a quorum shall be present thereat. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

SECTION 2.10 ORGANIZATION OF MEETINGS. At each meeting of the Board,
the Chairman of the Board, (or, in his absence or inability to act, the
President, or in his absence or inability to act,, another director chosen by a
majority of the directors present) shall act as chairman of the meeting and
preside thereat. The Secretary (or, in his absence or inability to act, any
person appointed by the chairman) shall act as secretary of the meeting and keep
the minutes thereof.

SECTION 2.11 RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice of his resignation to the Board or
Chairman of the Board or the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;

C-56
<PAGE>

and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

SECTION 2.12 VACANCIES. Any vacancies in the Board, whether arising
from death, resignation, removal (with or without cause), or an increase in the
number of directors or any other cause, shall be filled by a vote of the
majority of the Board of Directors then in office even though such majority is
less than a quorum, provided that no vacancies shall be filled by action of the
remaining directors, if after the filling of said vacancy or vacancies, less
than two-thirds of the directors then holding office shall have been elected by
the stockholders of the Corporation. In the event that at any time there is a
vacancy in any office of a director which vacancy may not be filled by the
remaining directors, a special meeting of the stockholders shall be held as
promptly as possible and in any event within sixty days, for the purpose of
filling said vacancy or vacancies. Any director elected or appointed to fill a
vacancy shall hold office only until the next meeting of stockholders of the
Corporation at which said office would regularly be filled and until a successor
shall have been elected and qualifies.

C-57
<PAGE>

SECTION 2.13 REMOVAL OF DIRECTORS. Any director of the Corporation
may be removed for cause by majority vote of the stockholders of the
Corporation.

SECTION 2.14 ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or Committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or Committee.

C-58

<PAGE>

ARTICLE III

EXECUTIVE AND OTHER COMMITTEES

SECTION 3.1 EXECUTIVE COMMITTEE. The Board may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee
consisting of two or more of the directors of the Corporation, which Committee
shall have and may exercise all the authority of the Board with respect to all
matters other than:
(a) the submission to the stockholders of any action requiring
authorization of stockholders pursuant to statute or the Certificate of
Incorporation;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving on the
Board or on any committee of the Board, including the Executive Committee;
(d) the approval or termination of any contract with an Investment
Adviser;
(e) the amendment or repeal of these By-laws or the adoption of new
By-laws;
(f) the declaration of dividends or distributions to stockholders;
and

C-59
<PAGE>

(g) the amendment or repeal of any resolution of the Board which by
its terms may be amended or repealed by the Board.
The Executive Committee shall keep written minutes of its proceedings and shall
report such minutes to the Board. All such proceedings shall be subject to
revision or alteration by the Board; provided, however, that third parties shall
not be prejudiced by such revision or alteration.

SECTION 3.2 INVESTMENT COMMITTEE. The Board may, by resolution
adopted by a majority of the entire Board, appoint an Investment Committee,
consisting of two or more of the directors of the Corporation. The Board may
remove any member and may appoint new, alternate or additional members of the
Investment Committee. It shall be the function of the Investment Committee to
advise the Board as to the investment policies of the Corporation. The
Investment Committee shall have no power or authority to make any contract or
incur any liability whatever or to take any action binding upon the Corporation,
the officers, the Board or the stockholders.

SECTION 3.3 OTHER COMMITTEES. The Board may, by resolution adopted
by a majority of the entire Board, designate other

C-60
<PAGE>

committees, each consisting of two or more of the directors of the Corporation,
which committees, except as otherwise prescribed by statute, shall have and may
exercise the authority of the Board to the extent that such authority shall be
conferred by the resolutions designating such committees.

SECTION 3.4 GENERAL. A majority of any committee may determine its
action and fix the time and place of its meetings, unless the Board shall
otherwise provide. In the absence or disqualification of any member of any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Board shall
have the power at any time to change the membership of any committee, to fill
all vacancies, to designate alternate members to replace any absent or
disqualified member, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board from appointing one or more committees consisting in
whole or in part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any authority or
power of the Board in the management of the business or affairs of the
Corporation.

C-61

<PAGE>

ARTICLE IV

OFFICERS

SECTION 4.1 NUMBER AND QUALIFICATIONS. The officers of the
Corporation shall include the Chairman of the Board, the President, one or more
Vice-Presidents (one of whom may be designated an Executive Vice-President), the
Treasurer and the Secretary. Any two or more offices may be held by the same
person. Such officers shall be elected by the Board of Directors each year at
the organization meeting held after the annual meeting of stockholders, each to
hold office until the meeting of the Board following the next annual meeting of
the stockholders and until his successor shall have been duly elected and shall
have qualified, or until his death, or until he shall have resigned, or have
been removed, as hereinafter provided in these By-laws. The Board may from time
to time elect, or delegate to the Chairman of the Board or the President or both
the power to appoint, such officers (including one or more Assistant Vice-
Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries) and such agents, as may be necessary or desirable for the business
of the Corporation. Such other officers and agents shall have such

C-62
<PAGE>

duties and shall hold their offices for such terms as may be prescribed by the
Board or by the appointing authority.

SECTION 4.2 RESIGNATIONS. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Board, the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

SECTION 4.3 REMOVAL. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of the Board
or the President.

SECTION 4.4 VACANCIES. A vacancy in any office, whether arising from
death, resignation, removal or any other case, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-laws for the regular election or appointment to such
office.

C-63
<PAGE>

SECTION 4.5 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be the chief executive officer of the Corporation and shall have the general and
active management of the business of the Corporation, except for any
responsibilities delegated to an Investment Adviser pursuant to any written
contract, as provided for in the Certificate of Incorporation. He shall, if
present, preside at each meeting of the stockholders and of the Board and shall
be an ex officio member of all committees of the Board. He shall perform all
duties incident to the office of Chairman of the Board and chief executive
officer and such other duties as may from time to time be assigned to him by the
Board. The Chairman of the Board shall be authorized to do or cause to be done
all things necessary or appropriate, including preparation, execution and filing
of any documents, to effectuate the registration of the Corporation with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. In the case of the absence of the President or his inability to act,
the Chairman of the Board shall perform the duties of the President and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President.

C-64
<PAGE>

SECTION 4.6 PRESIDENT. The President shall be the chief operating
officer of the Corporation, subject, however, to the control of the Board and
except as any such responsibilities shall be delegated to an Investment Adviser
pursuant to any written contract with such an Investment Adviser, as provided
for in the Certificate of Incorporation. At the request of the Chairman of the
Board, or in the case of his absence or inability to act, the President shall
perform the duties of the Chairman of the Board and when so acting shall have
all the powers of, and be subject to all restrictions upon, the Chairman of the
Board.

SECTION 4.7 EXECUTIVE VICE-PRESIDENT. At the request of the Board
and the President, or in case of their absence or inability to act, the
Executive Vice-President shall perform the duties of the President and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President. The Executive Vice-President shall be the chief
administrative officer and shall perform all duties incident to the office of
Executive Vice-President and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board, the President, or by
these By-laws.

C-65
<PAGE>

SECTION 4.8 VICE-PRESIDENTS. Each Vice-President shall perform all
such duties as from time to time may be assigned to him by the Board, the
Chairman of the Board or the President.

SECTION 4.9 TREASURER. The Treasurer shall

(a) have charge and custody of, and be responsible for, all the funds
and securities of the Corporation, except those which the Corporation has placed
in the custody of a bank or trust company pursuant to a written agreement
designating such bank or trust company as custodian of the property of the
Corporation;

(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;

(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;

(e) disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the Board, taking proper
vouchers therefor; and

(f) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board, the President, or the Chairman of the Board.

C-66
<PAGE>

SECTION 4.10 SECRETARY. The Secretary shall

(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the committees of the Board
and the stockholders;

(b) see that all notices are duly given in accordance with the
provisions of these By-laws and as required by law;

(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and

(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board, the President, or the Chairman of the Board.

SECTION 4.11 OFFICERS' BONDS OR OTHER SECURITY. If required by the
Board, any officer of the Corporation shall give

C-67

<PAGE>

a bond or other security for the faithful performance of his duties, in such
amount and with such surety or sureties as the Board may require.

ARTICLE V

INDEMNIFICATION

SECTION 5.1 The Corporation shall indemnify any person to the extent
permitted by law.

C-68

<PAGE>

ARTICLE VI

SHARES, ETC.

SECTION 6.1 STOCK CERTIFICATES. Each owner of stock of the
Corporation shall be entitled upon request to have a certificate, in such form
as shall be approved by the Board, representing the number of shares of stock of
the Corporation owned by him. The certificates representing shares of stock
shall be signed in the name of the Corporation by the Chairman of the Board or
the President or a Vice-President and by the Secretary or an Assistant Secretary
or the Treasurer and sealed with the seal of the Corporation (which seal may be
a facsimile, engraved or printed), provided, however, that where any such
certificate is countersigned by a transfer agent, or is registered by a
registrar (other than the Corporation or one of its employees), the signatures
of the Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary or Treasurer upon such certificates may be facsimiles, engraved or
printed. In case any officer who shall have signed such certificates shall be
ceased to be such officer before such certificates shall be issued, they may
nevertheless be issued by the Corporation with the same effect as if such
officer were still in office at the date of their issue.

C-69
<PAGE>

SECTION 6.1 BOOKS OF ACCOUNT AND RECORD OF STOCKHOLDERS. There shall
be kept correct and complete books and records of account of all the business
and transactions of the Corporation. There shall also be kept, at the office of
the Corporation in the State of Delaware or at the office of its transfer agent
or at the principal office of the Corporation outside the State of Delaware, a
record containing the names and addresses of all stockholders of the
Corporation, the number of shares held by each, and the dates when they became
the owners of record thereof.

SECTION 6.3 TRANSFERS OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or

C-70

<PAGE>

other distributions, and to vote as such owner, and the Corporation shall not be
bound to recognize any equitable or legal claim to or interest in any such share
or shares on the part of any other person. Whenever any transfers of shares
shall be made for collateral security and not absolutely and written notice
thereof shall be given to the Secretary or to such transfer agent or transfer
clerk, such fact shall be stated in the entry of the transfer.

SECTION 6.4 REGULATIONS. The Board may make such additional rules
and regulations, not inconsistent with these By-laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.

SECTION 6.5 LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of
any certificates representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it which the owner thereof
shall allege

C-71
<PAGE>

to have been lost or destroyed or which shall have been mutilated, and the Board
may, in its discretion , require such owner or his legal representatives to give
to the Corporation a bond in such sum, limited or unlimited, and in such form
and with such surety or sureties as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate, or the issuance of a new certificate. Anything herein to the
contrary notwithstanding, the Board, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal proceedings under the
laws of the State of Delaware.

SECTION 6.6 INFORMATION TO STOCKHOLDERS AND OTHERS. Any person who is a
stockholder of the Corporation shall, upon written demand under oath stating the
purpose thereof, have the right during the usual hours for business to examine
in person or by attorney or other agent, the Corporation's stock ledger, a list
of its stockholders, and its other books and records, and to make copies and
extracts therefrom, provided the purpose is reasonably related to such person's
interest as a stockholder, and subject to compliance by such person with such
rules and regulations, not inconsistent with the laws of Delaware, as the Board
may prescribe.

C-72
<PAGE>

SECTION 6.7 FIXING OF RECORD DATE. The Board may fix, in advance, a
date not more than sixty nor less than ten days before the date then fixed for
the holding of any meeting of the stockholders, or, in the case where action by
the stockholder is taken without a meeting, a date not more than sixty days
prior to such action and not later than before the last day on which the consent
or dissent of the stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which the stockholders entitled to notice
of and to vote at such meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be determined, and all
persons who were holders of record of voting stock at such time, and no others,
shall be entitled to notice of and to vote at such meeting or to express their
consent or dissent, as the case may be. The Board may fix, in advance, a date
not more than fifty days preceding the date fixed for the payment of any
dividend or the making of any distribution or the allotment or rights to
subscribe for securities of the Corporation, or for the delivery of evidences of
rights or evidences of interests arising out of any change, conversion or
exchange of capital stock or other securities, as the record date for the
determination of the stockholders entitled to receive any such dividend,
distribution, allotment, rights or interests, and in such case only the
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.

C-73

<PAGE>

ARTICLE VII

OFFICES

SECTION 7.1 PRINCIPAL OFFICE. The principal office of the
Corporation shall be at 7575 East Fulton Road, Ada, Michigan, or at such other
address as may be fixed by the Board.

SECTION 7.2 OTHER OFFICES. The Corporation may also have an office
or offices other than said principal office at such place or places, either
within or without the State of Delaware, as the Board shall from time to time
determine or the business of the Corporation may require.

ARTICLE VIII

FISCAL YEAR
Section 8.1 The fiscal year of the Corporation shall be determined by
the Board.

ARTICLE IX

SEAL
SECTION 9.1 The seal of the Corporation shall be determined by the
Board.

C-74

<PAGE>

ARTICLE X

MISCELLANEOUS

SECTION 10.1 REPORTS TO STOCKHOLDERS. The books of account of the
Corporation shall be examined by an independent firm of public accountants at
the close of each annual period of the Corporation and at such other times, if
any, as may be directed by the Board. A report to the stockholders based upon
each such examination shall be mailed to each stockholder of the Corporation of
record on such date with respect to each report as may be determined by the
Board, at his address as the same appears on the books of the Corporation. Each
such report shall show the assets and liabilities of the Corporation as of the
close of the annual or quarterly period covered by the report and the securities
in which the funds of the Corporation were then invested; such report shall also
show the Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the annual or quarterly
period covered by the report and any other information required by the
Investment Company Act of 1940, as amended, and shall set forth such other
matters as the Board or such independent firm of public accountants shall
determine.

SECTION 10.2 APPROVAL OF FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS. At
every annual meeting of the stockholders of the

C-75
<PAGE>

Corporation there shall be submitted for ratification or rejection the name of
the firm of independent public accountants which has been selected for the
current fiscal year in which such annual meeting is held by a majority of those
members of the Board who are not investment advisers of, or affiliated persons
of an investment adviser of, or officers or employees of, the Corporation, as
such terms are defined in the Investment Company Act of 1940.

ARTICLE XI

AMENDMENTS

SECTION 11.1 These By-laws may be amended or repealed or new By-laws
may be adopted, by the Board of Directors at any meeting thereof; provided,
however, that notice of such meeting shall have been given as provided in these
By-laws, which notice shall mention that amendment or repeal of the By-laws, or
the adoption of new By-laws, is one of the purposes of such meeting. Any such
By-laws adopted by the Board may be amended or repealed, or new By-laws may be
adopted, by vote of the stockholders of the Corporation, at any annual or
special meeting thereof; provided, however, that the notice of such meeting
shall have been given as provided in these By-laws, which notice shall mention
that amendment or repeal of these By-laws, or the adoption of new By-laws, is
one of the purposes of such meeting.

C-76
<PAGE>

INDEX TO BY-LAWS OF AMWAY MUTUAL FUND, INC.

ARTICLE I - MEETING OF STOCKHOLDERS
Section 1.1 - Annual Meeting p. 1
Section 1.2 - Special Meetings p. 1
Section 1.3 - Notice of Meeting -
Waiver of Notice p. 2
Section 1.4 - Place of Meetings p. 3
Section 1.5 - Quorum p. 3
Section 1.6 - Organization p. 5
Section 1.7 - Order of Business p. 5
Section 1.8 - Voting: Consent of Stockholders
in Lieu of Meeting p. 5
Section 1.9 - List of Stockholders p. 7
Section 1.10 - Inspectors of Election p. 8

ARTICLE II - BOARD OF DIRECTORS
Section 2.1 - General Powers p. 10
Section 2.2 - Investment Policies p. 10
Section 2.3 - Number, Qualifications, Election
and Term of Office p. 11
Section 2.4 - Place of Meetings p. 12
Section 2.5 - Organization Meeting p. 12
Section 2.6 - Regular Meetings p. 12
Section 2.7 - Special Meetings p. 13
Section 2.8 - Notice of Meetings p. 13

C-77
<PAGE>

Section 2.9 - Quorum and Manner of Acting p. 14
Section 2.10 - Organization of Meetings p. 15
Section 2.11 - Resignations p. 15
Section 2.12 - Vacancies p. 16
Section 2.13 - Removal of Directors p. 17
Section 2.14 - Action by Written Consent p. 17

ARTICLE III - EXECUTIVE AND OTHER COMMITTEES
Section 3.1 - Executive Committee p. 18
Section 3.2 - Investment Committee p. 19
Section 3.3 - Other Committees p. 19
Section 3.4 - General p. 20

ARTICLE IV - OFFICES
Section 4.1 - Number and Qualifications p. 21
Section 4.2 - Resignations p. 22
Section 4.3 - Removal p. 22
Section 4.4 - Vacancies p. 22
Section 4.5 - Chairman of the Board p. 23
Section 4.6 - President p. 24
Section 4.7 - Executive Vice-President p. 24
Section 4.8 - Vice-Presidents p. 25
Section 4.9 - Treasurer p. 25
Section 4.10 - Secretary p. 26
Section 4.11 - Officers' Bonds or Other
Security p. 26

C-78
<PAGE>

ARTICLE V - INDEMNIFICATION
Section 5.1 - Indemnification by Corporation p. 27

ARTICLE VI - SHARES, ETC.
Section 6.1 - Stock Certificates p. 28
Section 6.2 - Books of Account and Record
of Stockholders p. 29
Section 6.3 - Transfers of Shares p. 29
Section 6.4 - Regulations p. 30
Section 6.5 - Lost, Destroyed or Mutilated
Certificates p. 30
Section 6.6 - Information to Stockholders
and Others p. 31
Section 6.7 - Fixing of Record Date p. 32

ARTICLE VII - OFFICES
Section 7.1 - Principal Office p. 33
Section 7.2 - Other Offices p. 33

ARTICLE VIII- FISCAL YEAR
Section 8.1 - Determined by Board p. 33

ARTICLE IX - SEAL
Section 9.1 - Determined by Board p. 33

ARTICLE X - MISCELLANEOUS
Section 10.1 - Reports to Stockholders p. 34
Section 10.2 - Approval of Firm of
Independent Public Accountants p. 34

ARTICLE XI - AMENDMENTS
Section 11.1 - Determined by Board p. 35

C-79

<PAGE>

CERTIFIED COPY OF CORPORATE RESOLUTION

RE: AMENDMENT OF BY-LAWS

I, William J. Halliday, Jr., Secretary of Amway Mutual Fund, Inc., a
Delaware corporation having its principal place of business at 7575 East Fulton
Road, Ada, Michigan 49301, hereby certify that the following is an extract from
the minutes of a regular meeting of the Board of Directors of said corporation
held on Thursday, June 21, 1972:

"AMENDMENT OF BY-LAWS:

The chairman reported that included in the agenda for the meeting was
a proposal to amend Section 1.1. of the By-Laws to allow greater
flexibility in fixing the date for the annual meeting of the shareholders
in order that same might conform with the date of the annual convention of
Amway Direct Distributors and Voting Members of the Amway Distributors
Association, most of whom are shareholders in the Fund. He noted that a
copy of the proposed Amendment had been included with the notice for the
meeting. Following discussion, upon motion by Mr. Stoddard, supported by
Mr. DeWitt, the following resolution was unanimously adopted:

RESOLVED: That the by-laws of the corporation be amended by amending
Section 1.1 Annual Meeting to read as follows:

'SECTION 1.1 ANNUAL MEETING. The annual meeting of the
stockholders of the Corporation for the election of directors and
for the transaction of such other business as may come before the
meeting shall be held on the second Friday in May of each year or
at such other time as shall be designated by the Board, provided,
however, that in any event the date of the annual meeting shall
not be earlier or later than 30 days before or after said second
Friday in May.' "

I further certify that the foregoing resolution is still in full force and
effect.

Dated: This 29th day of March, 1973.

----------------------------------

/s/ William J. Halliday, Jr.

William J. Halliday, Jr.

Secretary of Amway Mutual Fund, Inc.

C-80

<PAGE>

CERTIFIED COPY OF CORPORATE RESOLUTION

RE: AMENDMENT OF BY-LAWS

I, Allan D. Engel, Secretary of Amway Mutual Fund, Inc., a Delaware
corporation having its principal place of business at 7575 East Fulton Road,
Ada, Michigan 49355, hereby certify that the following is an extract from the
minutes of a regular meeting of the Board of Directors of said corporation held
on December 21, 1977:

"ANNUAL MEETING OF THE STOCKHOLDERS

The Chairman noted that Section 1.1 of the By-Laws of the Fund now
provides that the annual meeting of the stockholders is to be held on the
last Thursday in April of each year. The date was originally established
on the basis of the date of the annual Leadership Convention held in Grand
Rapids, Michigan, by Amway Corporation since most of the stockholders would
be attending the Convention. Subsequent to the date of adoption of the By-
Laws, however, the date of the Convention was changed to the latter part of
the month of July of each year, with the result that the annual meeting of
the stockholders was likewise set for the same time. No change had ever
been made in the By-Laws to reflect this change. The failure to do so was
noted by the examiners of the Securities & Exchange Commission during a
recent examination of the affairs of the Fund. In order to permit maximum
flexibility, the Chairman recommended that Section 1.1 of the By-Laws be
amended to permit the Board of Directors to fix the date of the annual
meeting of the stockholders, which authority is permitted under the
provisions of the Delaware General Corporation Law. Following discussion,
upon motion duly made and seconded, the following resolutions were
unanimously adopted:

RESOLVED: That Section 1.1 of the By-Laws of Amway Mutual Fund, Inc.,
be and the same is hereby amended to read in full as follows:

SECTION 1.1 ANNUAL MEETING. The annual meeting of the
stockholders of the Fund for the election of Directors and for the
transaction of such other business as may come before the meeting
shall be held on such date as shall be fixed by resolution duly
adopted by the Board of Directors of the Fund, provided, however, that
said date shall be not later than the 31st day of July of each year.
Notice of the date selected shall be given in accordance with the
provisions of Section 1.3 of these By-Laws.

FURTHER RESOLVED: That, wherever possible, the Board of Directors
shall set the date for the annual meeting of the stockholders so that
same shall occur at the time of the holding of the annual Leadership
Convention of Amway Corporation."

I further certify that the foregoing resolution is still in full force and
effect.

Dated: This 26th day of January, 1981.

----------------------------

/s/ Allan D. Engel

Allan D. Engel

Secretary of Amway Mutual Fund, Inc.

C-81
<PAGE>

NUMBER SHARES
0373 Mutual Fund

INCORPORATED UNDER THE LAWS AMWAY MUTUAL FUND INC. OF THE STATE OF DELAWARE

This Certifies That __________________________________________IS THE

OWNER OF
______________________________________FULL PAID AND NON-
ASSESSABLE

SHARES OF THE CAPITAL STOCK OF $1.00 PAR VALUE EACH OF AMWAY MUTUAL FUND, INC.,

TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED

ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS WHEREOF THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE

SIGNED BY ITS DULY AUTHORIZED OFFICERS AND SEALED WITH THE

SEAL
SEAL OF THE CORPORATION
THIS DAY OF A.D. 19

SECRETARY

VICE-PRESIDENT

C-82

<PAGE>

ADVISORY AND SERVICE CONTRACT
BETWEEN
AMWAY MUTUAL FUND, INC.
AND
AMWAY MANAGEMENT COMPANY

AGREEMENT made as of the 9th day of June, 1995, between AMWAY MUTUAL FUND,
INC., a Delaware corporation (hereinafter called the "Fund"), and AMWAY
MANAGEMENT COMPANY, a Michigan corporation (hereinafter called the "Adviser");

WITNESSETH:

In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by the parties hereto as follows:

1. DUTIES OF THE ADVISER. The Fund hereby employs the Adviser to furnish
investment advice and manage on a regular basis the investment portfolio of the
Fund, subject to the direction of the Board of Directors of the Fund, and to
provisions of the Fund's current Prospectus; to furnish for the use of the Fund,
office space and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund and administering its affairs subject to
the provisions of Section 2 herein; and to pay the salaries and fees of all
officers and directors of the Fund. The Adviser will, from time to time,
discuss with the Fund economic investment developments which may affect the
Fund's portfolio and furnish such information as the Adviser may believe
appropriate for this purpose. The Adviser will maintain such statistical and
analytical information with respect to the Fund's portfolio securities as the
Adviser may believe appropriate, and shall make such materials available for
inspection by the Fund, as may be reasonable. Except when otherwise
specifically directed by the Fund, the Adviser will make investment decisions on
behalf of the Fund and place all orders for the purchase and sale of portfolio
securities for the Fund's account. The Adviser, for all purposes herein
provided, be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. The
Adviser shall be free to render similar services or other services to others so
long as its services hereunder shall not be impaired thereby. The Adviser shall
be permitted to enter into an agreement with another advisory organization
whereby the other organization will provide all or a part of the investment
advice and the services required to manage the Fund's investment portfolio as
provided for in this agreement. Any such agreement will be subject to approval,
as required in Section 5 herein.

2. FEES AND EXPENSES. For the services and facilities to be rendered, as
provided herein, during any fiscal quarter by the Adviser hereunder, the Fund
shall pay the Adviser a fee, payable quarterly, at an annual rate of .55 of 1%
of the average of the daily aggregate net asset value of the Fund (computed in
the manner provided for in the Certificate of Incorporation of the Fund),
determined as of the close of business of each business day throughout the
quarter. For the month and year in which this agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the agreement is in effect during the month and year, respectively.

C-83

<PAGE>

It is understood that the Fund will pay all its expenses other than those
expressly stated to be payable by the Adviser hereunder, which expenses payable
by the Fund shall include, without implied limitation, (i) registration of the
Fund under the Investment Company Act of 1940; (ii) commissions, fees and other
expenses connected with the purchase or sale of securities; (iii) auditing,
accounting and legal expenses; (iv) taxes and interest; (v) governmental fees;
(vi) expenses of issue, sale, repurchase and redemption of shares; (vii)
expenses of registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to stockholders and investors; (viii)
expenses of reports and notices to stockholders and of meetings of stockholders
and proxy solicitations therefore; (ix) fees and expenses related to the
determination of the Fund's net asset value; (x) insurance expenses; (xi)
association membership dues; (xii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Fund (including without
limitation safekeeping of funds and securities, and keeping of books and
accounts); (xiii) fees, expenses and disbursement of transfer agents, dividend
disbursing agents, stockholder servicing agents and registrars for all services
to the Fund; and (xiv) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Fund to indemnify its Directors and officers with respect
thereto.

3. MUTUAL INTERESTS. Subject to applicable statutes and regulations, it
is understood that directors, officers, stockholders, or agents of the Fund may
be interested in the Adviser as directors, officers, stockholders, agents, or
otherwise; and that the directors, officers, stockholders, and agents of the
Adviser may be interested in the Fund otherwise than as directors, officers, or
agents.

4. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be
liable for any error of judgment or of law, or for any loss suffered by the Fund
or to any stockholder in connection with the matters to which this agreement
relates, except loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its obligations and
duties, or by reason of its reckless disregard of its obligations and duties
under this agreement.

5. DURATION AND TERMINATION OF THIS AGREEMENT. This agreement shall
become effective upon execution and shall remain in force for two years, unless
sooner terminated as hereinafter provided and shall continue in force from year
to year thereafter, but only so long as such continuance is specifically
approved, at least annually, by a majority vote of the Fund directors, including
a majority of the directors who are not parties to the agreement or interested
persons of any such party (other than as directors of the Fund) or by a vote of
a majority of the Fund's outstanding shares, but in either case by the
disinterested directors, in the manner required by the Investment Company Act of
1940.

This agreement shall automatically terminate on June 9, 1995, unless this
agreement is approved by the Fund's stockholders. This agreement may be
terminated by the Fund or by the Adviser at any time without payment of any
penalty by vote of the Board of Directors of the Fund or Adviser or by vote of
the holders of a majority of the outstanding shares of the Fund on sixty (60)
days' written notice to the other parties hereto.

Termination of this agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in Section
2 earned prior to such termination.

C-84

<PAGE>

If any provision of this agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.

This agreement shall automatically terminate in the event of its
assignment. The term "assignment" for this purpose has the meaning defined in
Section 2(a)4 of the Investment Company Act of 1940.

6. WRITTEN NOTICE. Any notice under this agreement shall be in writing
addressed and delivered or mailed postage prepaid, to the other parties at such
address as such other parties may designate for the receipt of such notices.

7. REPLACEMENT OF PRIOR CONTRACT. This agreement replaces the Advisory
and Service Contract between Amway Mutual Fund, Inc. and Amway Management
Company, dated May 8, 1984, said agreement being terminated effective with the
execution of this agreement.

IN WITNESS WHEREOF, the Fund and the Adviser have caused this agreement to
be signed, as of the day and year first above written.

AMWAY MUTUAL FUND, INC.

By: /s/ James J. Rosloniec
------------------------
James J. Rosloniec
President

AMWAY MANAGEMENT COMPANY

By: /s/ Allan D. Engel
--------------------
Allan D. Engel
President

C-85

<PAGE>

SUB-ADVISORY AGREEMENT

AGREEMENT made as of the 1st day of May, 1995 between AMWAY MANAGEMENT
COMPANY, a Michigan corporation having its principal place of business in Ada,
Michigan (hereinafter called "AMC"), and ARK Asset Management Co., Inc., having
its principal place of business in New York, New York (hereinafter called
"ARK");

WHEREAS, AMC is the investment adviser to Amway Mutual Fund, Inc., a
Delaware corporation, (hereinafter called the "Fund"), an open-end, diversified,
management investment company registered under the Investment Company Act of
1940, as amended (hereinafter called "1940 Act"); and

WHEREAS, AMC wishes to retain ARK to furnish it with investment advice in
connection with AMC's advisory activities on behalf of the Fund, and ARK is
willing to furnish such services to AMC.

WITNESSETH:

In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by the parties hereto as follows:

1. AMC hereby employs ARK to furnish investment advice and manage on a
regular basis the investment portfolio of the Fund, subject always to the
direction of AMC, the Board of Directors of the Fund, and to the provisions of
the Fund's current Prospectus. ARK shall provide administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
investment management of the Fund's portfolio of investments (excluding
determination of net asset value and shareholder accounting
services). ARK shall advise and assist AMC and the officers of the Fund in
taking such steps as are necessary or appropriate to carry out the decisions of
the Fund's Board of Directors, in regard to the foregoing matters and the
supervision of the Fund's investment portfolio.

ARK will, from time to time, discuss with AMC economic and investment
developments which may affect the Fund's portfolio and furnish such information
as ARK may believe appropriate for this purpose. ARK will maintain such
statistical and analytical information with respect to the Fund's portfolio
securities as ARK may believe appropriate and shall make such material available
for inspection by AMC as may be reasonable from time to time.

C-86

<PAGE>

Except when otherwise specifically directed by the Fund or AMC, ARK will
make investment decisions on behalf of the Fund and place all orders for the
purchase or sale of portfolio securities for the Fund's account. ARK agrees
that upon request from time to time one of its representatives will attend as
mutually agreed upon meetings of the Board of Directors or shareholders of the
Fund in order to make reports on investment strategy and results. ARK accepts
such employment and agrees at its own expense to render the services and to
assume the obligations herein set forth for the compensation herein provided.
ARK shall, for all purposes herein provided, be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent AMC or the Fund in any way or otherwise be
deemed an agent of AMC or the Fund. ARK shall be free to render similar
services or other services to others so long as its services hereunder shall not
be impaired thereby. Likewise, AMC shall be free to utilize other persons to
perform similar or unrelated services.

C-87

<PAGE>

2. For the services to be rendered by ARK, as provided herein, AMC shall
pay to ARK a fee, payable quarterly, at the annual rate of .45 of 1% of the
average of the daily aggregate net asset value of the Fund (computed in the
manner provided for in the Certificate of Incorporation of the Fund), determined
as of the close of business of each business day throughout the quarter. For
the month and year in which this agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days that
the agreement is in effect during the month and year, respectively.

3. Subject to applicable statutes and regulations, it is understood that
directors, officers, stockholders, or agents of AMC or the Fund may be
interested in ARK as officers, directors, agents, shareholders or otherwise, and
that the officers, directors, shareholders and agents of ARK may be interested
in AMC or the Fund otherwise than as a director, officer or agent.

4. ARK shall not be liable for any error of judgment or of law, or for
any loss suffered by the Fund in connection with the matters to which this
agreement relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of ARK in the performance of its obligations and
duties, or by reason of its reckless disregard of its obligations and duties
under this agreement. ARK shall not be liable for any action undertaken at
AMC's direction.

5. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ARK hereby agrees that all records which it maintains for the Fund, as
specifically agreed upon by ARK and AMC, are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records upon the
Fund's request. ARK further agrees to preserve such records for the periods
prescribed by Rule 31a-2 under the 1940 Act and to make such records available
as requested by regulatory agencies for inspection.

6. This agreement shall become effective upon execution and shall remain
in force for two years, unless sooner terminated as hereinafter provided and
shall continue in force from year to year thereafter, but only so long as such
continuance is specifically approved, at least annually, by a majority of the
Fund directors, including a majority of the directors who are not parties to the
agreement or interested persons of any such party (other than as directors of
the Fund) of by a vote of a majority of the Fund's outstanding shares, but in
either case by the disinterested directors, in the manner required by the 1940
Act.

C-88

<PAGE>

This agreement shall automatically terminate on June 9, 1995, unless this
agreement is approved by the Fund's stockholders. This agreement may be
terminated by AMC or by ARK at any time without the payment of any penalty on
sixty (60) day's written notice to the other party, and may also be terminated
at any time without payment of any penalty by vote of the Board of Directors of
the Fund or by vote of the holders of a majority of the outstanding shares of
the Fund on sixty (60) days' written notice to the other parties hereto.

Termination of this agreement shall not affect the right of ARK to receive
payments on any unpaid balance of the compensation described in Section 2 earned
prior to such termination.

If any provision of this agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.

This agreement shall automatically terminate in the event of its
assignment. The term "assignment" for this purpose has the meaning defined in
Section 2(a)4 of the 1940 Act.

Not withstanding anything in this agreement to the contrary, until this
agreement shall have been approved by the Fund's Shareholders ARK shall receive,
in lieu of the fee provided in paragraph 2 hereof, a fee at the annual rate of
.40 of 1% of the average daily net asset of the Fund. This agreement shall
terminate if such approval has not been obtained by June 30, 1995.

7. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other parties at such address as
such other parties may designate for the receipt of such notices.

IN WITNESS WHEREOF, AMC and ARK have caused this agreement to be signed, as
of the day and year first above written.

AMWAY MANAGEMENT COMPANY
By: /s/ Allan D. Engel
--------------------
Allan D. Engel
President

ARK ASSET MANAGEMENT CO., INC.
By: /s/ S. Jay Mermelstein
--------------------------

C-89

<PAGE>

This Agreement is hereby accepted and approved as of this day and year
first above written.

AMWAY MUTUAL FUND, INC.
By: /s/ James J. Rosloniec
------------------------
James J. Rosloniec
President

C-90
<PAGE>

AMENDED
-------

PRINCIPAL UNDERWRITER AGREEMENT
-------------------------------
between
-------

AMWAY MUTUAL FUND, INC.
-----------------------

and
---

AMWAY MANAGEMENT COMPANY
------------------------

AMENDED AGREEMENT, dated June 4, 1982, amending agreements made the 30th
day of August, 1971 and the 10th day of February, 1971, between AMWAY MUTUAL
FUND, INC., a Delaware corporation (hereinafter called the "Fund"), and AMWAY
MANAGEMENT COMPANY, a Michigan corporation (hereinafter called the "Principal
Underwriter").

In consideration of the mutual promises and undertakings herein contained
the parties hereto agree as follows:

SECTION 1. GENERAL. The Fund hereby grants to Principal Underwriter the
right, during the term of this Agreement and subject to registration
requirements of the Securities Act of 1933 as amended (herein called the "1933
Act"), to purchase shares of the Fund and to resell such shares upon the terms
and conditions hereinafter set forth. Principal Underwriter shall have the
right to purchase from the Fund as principal at a price equal to the net asset
value during each period determined as described in the current prospectus the
shares needed, but no more than the shares needed (except for clerical errors
and errors of transmission), to fill unconditional orders for shares of the Fund
received during such period by Principal Underwriter from dealers or investors.
Principal Underwriter shall resell such shares purchased at a price equal to the
public offering price determined as described in the current prospectus less, in
the case of a sale to a dealer, the discount allowed the dealer, if any.

C-91
<PAGE>

The foregoing right granted to Principal Underwriter to purchase shares
from the Fund shall be exclusive, except that shares may be issued by the Fund
(a) in connection with any merger or consolidated of the Fund with any other
investment company or trust or any personal holding company or the acquisition
by the Fund, by purchase or otherwise, of any other investment company or trust
or any personal holding company or of the assets of any such entity, (b) in
connection with offers of exchange exempted from Section 22(d) of the Investment
Company Act of 1940 by reason of the fact that said offers are permitted by
Section 11 of said Act, (c) in connection with offers to reinvest, at the net
asset value per share, proceeds from redeemed shares as defined in the
prospectus for the Fund under "Reinvestment Privilege" and governed by the
regulations covering Section 22(d) of the Investment Company Act of 1940, (d) in
connection with the reinvestment of any dividends paid or capital gains
distributed to shareholders in additional shares of the Fund at the net asset
value per share, and (e) for cash at net asset value to depositors, underwriters
or sponsors of unit investment trusts or any similar legal entities which
acquires shares of the Fund.

SECTION 2. PUBLIC OFFERING PRICE; SALES CHARGE. The net asset value and
the public offering price and the decision of whether or not to impose a sales
charge upon a public offering of the shares of the Fund shall be determined by
the Fund. The net asset value and the public offering price shall be computed
in accordance with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and the current prospectus of the Fund and Principal
Underwriter shall be notified promptly thereof. The public offering price
(being the price at which Principal Underwriter or dealers may sell shares to
the public) shall be an amount equal to such net asset value plus a sales
charge, if any, varying with the size of the investment as described in the
currently effective offering prospectus of the Fund; and so long as this
Agreement

C-92
<PAGE>

remains in effect the sales charge, if any, and the method of determining net
asset value and the public offering price shall not be changed without the
written consent of Principal Underwriter. The net asset value and the offering
price based thereon shall be subject to adjustment in the event of wide
fluctuations in market prices, in accordance with the provisions of the Fund's
Certificate of Incorporation, as amended from time to time, and subject to the
provisions of the Invest Company Act of 1940 and state laws regulating the sales
of securities, and any regulations of the Securities and Exchange Commission,
the National Association of Securities Dealers, Inc. and state blue sky
commissioners having jurisdiction.

SECTION 3. DEALER AGREEMENTS. If a sales charge is in effect, Principal
Underwriter shall have the right to enter into uniform sales agreements with
dealers of its choice for the sale of shares of the Fund and fix therein the
portion of the sales charge which may be retained by dealers, provided that the
Fund shall approve the form of the dealer agreement and the dealer discounts set
forth therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently effective
registration statement on Form S-5 filed under the 1933 Act.

SECTION 4. PAYMENT AND DELIVERY OF SHARES. Upon receipt by the Fund at
its principal place of business, or by the Custodian of the Fund at such place
as the Custodian shall designate, of a written order from Principal Underwriter,
together with delivery instructions, the Fund shall, as promptly as practicable,
cause certificates for the shares called for in such written order to be
delivered in such amounts and in such names as shall be specified by Principal
Underwriter, against payment thereof in such manner as may be acceptable to the
Fund, provided that Principal Underwriter shall pay for such shares as soon as
conveniently possible, but in no event later than the tenth business day
following the date on which Principal Underwriter shall have contracted to
purchase the shares.

C-93

<PAGE>

SECTION 5. TREASURY SHARES. This Agreement shall apply to both unissued
shares of the Fund and shares of the Fund held in its treasury in the event that
in the discretion of the Fund treasury shares shall be sold.

SECTION 6. TAXES. The Fund shall pay for and affix any stock issue stamps
(or in the case of treasury shares transfer stamps) required for the issue (or
transfer) of shares sold to Principal Underwriter as principal. Principal
Underwriter shall pay for and affix any stock transfer stamps required in
connection with the sale of shares by Principal Underwriter as principal to
dealers or to investors.

SECTION 7. INFORMATION; PROSPECTUSES. The Fund shall furnish to Principal
Underwriter copies of all information, financial statements and other papers
which Principal Underwriter may reasonably request for use in connection with
the distribution of shares of the Fund, and this shall include, but shall not be
limited to, one certified copy, upon request by Principal Underwriter, of all
financial statements prepared for the Fund by independent public accountants.
The Fund shall make available to Principal Underwriter such number of copies of
its currently effective prospectus as Principal Underwriter shall request.

SECTION 8. INDEMNIFICATION BY FUND. The Fund agrees to indemnify and hold
harmless Principal Underwriter and each person, if any, who controls Principal
Underwriter within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expenses (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any shares, which may be based upon the 1933
Act or on any other statute or at common law, on the ground that the
registration statement or prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material

C-94

<PAGE>

fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund in connection therewith by or on behalf of
Principal Underwriter; provided, however, that in no case (i) is the indemnity
of the Fund in favor of Principal Underwriter and any such controlling person to
be deemed to protect Principal Underwriter or any such controlling person
against any liability to the Fund or its security holders to which Principal
Underwriter or any such controlling person would otherwise be subject by reason
of wilful misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Fund to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against
Principal Underwriter or any such controlling person unless Principal
Underwriter or such controlling person, as the case may be, shall have notified
the Fund in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon Principal Underwriter or such controlling Person (or after Principal
Underwriter or such controlling person shall have received notice of such
service on any designated agent), but failure to notify the Fund of any such
claim shall not relieve it from any liability which it may have to the person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph.

The Fund will be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to enforce any
such liability, but if the Fund elects to assume the defense, such defense shall
be conducted by counsel chosen by it and satisfactory to Principal Underwriter
or such controlling person or persons, defendant or defendants in the suit. In
the event the Fund elects to assume the defense of any such suit and retain such
counsel, Principal Underwriter or such controlling person or persons, defendant
or defendants in the suit, shall

C-95

<PAGE>

bear the fees and expenses of any additional counsel retained by them, but, in
case the Fund does not elect to assume the defense of any such suit, it will
reimburse Principal Underwriter or such controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Fund agrees promptly to notify Principal Underwriter of
the commencement of any litigation or proceedings against it or any of its
officers or directors, employees or agents in connection with the issuance or
sale of any of the shares.

SECTION 9. INDEMNIFICATION BY PRINCIPAL UNDERWRITER. Principal
Underwriter covenants and agrees that it will indemnify and hold harmless the
Fund and each of its directors, officers, employees or agents and each person,
if any, who controls the Fund within the meaning of Section 15 of the 1933 Act,
against any loss, liability, damages, claim or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, damages, claim
or expense and reasonable counsel fees incurred in connection therewith) arising
by reason of any person acquiring any shares, which may be based upon the 1933
Act or any other statute or at common law, on account of any wrongful act of
Principal Underwriter or any of its employees or on the ground that the
registration statement or prospectus, as from time to time amended, included an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, insofar as any such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Fund in connection
therewith by or on behalf of Principal Underwriter, provided, however, that in
no case (i) is the indemnity of Principal Underwriter in favor of the Fund or
any person indemnified to be deemed to protect the Fund or any such person
against any liability to which the Fund or any such person would otherwise be
subject by reason or wilful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is Principal Underwriter to
be liable under its indemnity agreement contained in this paragraph

C-96

<PAGE>

with respect to any claim made against the Fund or any person indemnified unless
the Fund or such person, as the case may be, shall have notified Principal
Underwriter in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Fund or upon such person (or after the Fund or such person shall
have received notice of such service on any designated agent), but failure to
notify Principal Underwriter of any such claim shall not relieve it from any
liability which it may have to the Fund of any person against whom such action
is brought otherwise than on account of its indemnity agreement contained in
this paragraph.

In the case of any such notice to Principal Underwriter, it shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such liability,
but, if Principal Underwriter elects to assume the defense, such defense shall
be conducted by counsel chosen by it and satisfactory to the Fund, to its
officers, directors, employees and agents, and to any controlling person or
persons, defendant or defendants in the suit. In the event that Principal
Underwriter elects to assume the defense of any such suit and retain such
counsel, the Fund or such controlling persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by
them, but in case Principal Underwriter does not elect to assume the defense of
any such suit, it will reimburse the Fund, such officers and directors or
controlling person or persons, defendant or defendants in such suit, for the
reasonable fees and expenses of any counsel retained by them. Principal
Underwriter agrees promptly to notify the Fund of the commencement of any
litigation or proceedings against it in connection with the issue and sale of
any of the shares.

C-97

<PAGE>

SECTION 10. OTHER ACTIVITIES OF PRINCIPAL UNDERWRITER. Principal
Underwriter agrees to devote reasonable time and effort to effecting sales of
shares of the Fund, but, so long as it does so, nothing herein contained shall
prevent Principal Underwriter from entering into like arrangements with other
Funds.

SECTION 11. AUTHORIZED INFORMATION; NO AGENCY. Principal Underwriter is
not authorized by the Fund to give any information, or to make any
representations, other than those contained in the registration statement or
prospectus filed with the Securities and Exchange Commission under the 1933 Act,
as amended (as said registration statement and prospectus may be amended from
time to time), covering the shares of the Fund or such sales literature as may
be prepared by or on behalf of the Fund for Principal Underwriter's use. No
person is authorized to act as agent for the Fund in connection with the
offering or sale of shares of the Fund to the public or otherwise.

SECTION 12. OTHER LIMITATIONS ON PRINCIPAL UNDERWRITER. Principal
Underwriter shall not take any long or short positions in shares of the Fund
except as permitted by Paragraph 1 hereof, and, so far as it can reasonably
control the situation, Principal Underwriter will prevent any persons
financially interested in Principal Underwriter from taking any long or short
positions in shares of the Fund, except as permitted by the policy of the Fund
now or hereafter declared in the Certificate of Incorporation of the Fund as
amended and in any registration statement and amendments thereto filed under the
1933 Act or the Investment Company Act of 1940. No portfolio securities of the
Fund will be bought or sold by or through Principal Underwriter, nor will
Principal Underwriter participate in brokerage commissions or "spread" in
respect of such transactions.

SECTION 13. EXPENSES. Principal Underwriter agrees to bear all expenses
(a) of printing and distributing any prospectuses or reports, prepared for its
use other than (i) the expense of preparing and setting up in type any
prospectuses required under Federal law to be filed with the Securities and
Exchange Commission or (ii) the expense of preparing and setting up in type
and distributing any report or other communication to shareholders of the Fund
is their capacity as such, (b) of preparing, printing and distributing any other
literature used by Principal Underwriter or its dealers in connection with the
offering of the shares for sale to the public, (c) of advertising in connection
with such offering, and (d) of qualification (other than auditing expenses) of
the shares for the sale in such states as shall be selected by Principal
Underwriter and the fees payable to each such state for maintaining the
qualification therein until Principal Underwriter notifies the Fund that it does
not wish such qualification maintained.

SECTION 14. TERMINATION. This Agreement shall be effective upon the
execution hereof, and, unless terminated as hereinafter provided, this Agreement
shall continue in force for two years from the date hereof and thereafter from
year to year, provided such continuance for each successive year after such two
year period is approved in writing by Principal Underwriter and the Fund at
least three months before the beginning of the year for which this Agreement is
to be continued (unless a shorter period is agreed upon), and provided, further,
that such continuance is specifically approved by the Board of Directors, or by
the vote of the holders of a majority of the outstanding voting securities (as
defined in Section 2(a) (4) of said Act), of the Fund. In addition, and in
either event, the contract and its terms must be approved at least annually by
vote of a majority of the directors of the Fund who are not parties to the
contract or interested persons (as defined in Section 2(a) (19) of said Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval.

This Agreement shall automatically terminate in the event of its assignment
by Principal Underwriter. As used in the preceding sentence, the word
"assignment" shall have the meaning defined in Section 2(a) (4) of the
Investment Company Act of 1940.

C-98

<PAGE>

In addition to termination by failure to approve continuance, this
Agreement may at any time be terminated by either party hereto upon not less
than six months' previous written notice to the other party. In the event of
such notice being given, this Agreement shall terminate exactly six months
therefrom regardless of any other provisions herein regarding termination or
continuance hereof if and only if (a) any necessary director approval for
continuance during said period as required by Section 15 of the Investment
Company Act of 1940 is obtained and (b) the Agreement is not otherwise
terminated by "assignment" as that word is defined in Section 2(a) (4) of said
Act.

SECTION 15. NOTICE. Any notice required or permitted to be given
hereunder by either party to the other shall be deemed sufficiently given if
sent by registered or certified mail, postage prepaid, addressed by the party
giving such notice to the other party at the last address furnished by such
other party to the party giving notice, and unless and until changed pursuant to
the foregoing provisions hereof, addressed, if to the Fund, at 7575 East Fulton
Road, Ada, Michigan 49355, and if to Principal Underwriter, at 7575 East Fulton
Road, Ada, Michigan 49355.

IN WITNESS WHEREOF, the Fund has caused this instrument to be executed in
its name and behalf, and its corporate seal to be hereunto affixed, by one of
its officers thereunto duly authorized, and Principal Underwriter has caused
this instrument to be executed in its name and behalf, and its corporate seal to
be hereunto affixed, by one of its officers thereunto duly authorized, as of the
day and year first above written.

AMWAY MUTUAL FUND, INC.

By /s/C. DALE DISCHER
----------------------------
C. Dale Discher, President

AMWAY MANAGEMENT COMPANY

By /s/JAMES J. ROSLONIEC
----------------------------
James J. Rosloniec,
Vice President

C-99
<PAGE>

AMENDED
CUSTODIAN AGREEMENT

THIS AMENDED AGREEMENT, made on July 26, 1984, amending Custodian Agreement
made April 22, 1977, and February 10, 1971, by and between Amway Mutual Fund,
Inc., a Delaware corporation (hereinafter called the "Fund"), and Michigan
National Bank, a national banking association of Grand Rapids, Michigan
(hereinafter called "Custodian"),

W I T N E S S E T H:

WHEREAS, the Fund desires that its securities and cash shall be hereafter
held and administered by Custodian pursuant to the terms of this Agreement:

NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund and Custodian agree as follows:

SECTION 1. DEFINITIONS. The word "securities" as used herein includes
stocks, shares, bonds, debentures, notes, mortgages, or other obligations and
any certificates, receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same, or evidencing or representing any
other rights or interests therein, or in any property or assets.

The words "officers' certificate" shall mean a request or direction or
certification in writing signed in the name of the Fund by any one of the
Chairman of the Board, the President, the Vice-President, the Secretary or the
Treasurer of the Fund, or any other persons duly authorized to sign by the Board
of Directors of the Fund. Each such officers' certificate shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested.

Oral instructions will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing by the following business day.
Upon receipt of an officers' certificate indicating the authorization by the
Directors of the Fund accompanied by a detailed description of procedures
approved by the Directors, proper instructions may include communications
effected directly between electro-mechanical or electronic devices provided that
the Directors and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.

C-100

<PAGE>

SECTION 2. NAMES, TITLES AND SIGNATURES OF FUND'S OFFICERS. An officer of
the Fund will certify to Custodian the names and signatures of those persons
authorized to sign the officers' certificates described in Section 1 hereof, and
the names of the members of the Board of Directors thereof, together with any
changes which may occur from time to time.

SECTION 3. RECEIPT AND DISBURSEMENT OF MONEY.
A. Custodian shall open and maintain a separate account or accounts in the
name of the Fund, subject only to draft or order by Custodian acting pursuant to
the terms of this Agreement. Custodian shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Fund. Custodian shall make payments of cash to, or for the
account of, the Fund from such cash only (a) for the purchase of securities for
the portfolio of the Fund upon the delivery of such securities on settlement
date, (b) for the purchase or redemption of shares of the capital stock of the
Fund, (c) for the payment of interest, dividends, taxes, management or
supervisory

C-101

<PAGE>

fees or operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services), (d) for payments in connection with
the conversion, exchange or surrender of securities owned or subscribed to by
the Fund held by or to be delivered to Custodian, or (e) for other proper
corporate purposes. Before making any such payment Custodian shall receive (and
may rely upon) instructions, which may be continuing instructions when deemed
appropriate by the parties, in an officers' certificate requesting such payment
and stating that it is for a purpose permitted under the terms of items (a),
(b), (c), or (d) of this subsection A, and also upon receipt of an officers'
certificate, signed by any two of the officers identified by Section 1 herein,
indicating that the Board of Directors of the Fund approve the disbursement,
specifying the amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be proper corporate purpose,
and naming the person or persons to whom such payment is to be made, in respect
of item (e).

B. Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by Custodian for the
account of the Fund.

SECTION 4. RECEIPT OF SECURITIES. Custodian shall hold in a separate
account, and physically segregated at all times from those of any other persons,
firms or corporations, pursuant to the provisions hereof, all securities
received by it from or for the account of the Fund, unless the Fund's assets are
deposited in a security system defined in Section 6 herein. All such securities
are to be held or disposed of by Custodian for, and subject at all times to the
instructions of, the Fund pursuant to the terms of this Agreement. The
Custodian shall have no power or authority to assign, hypothecate, pledge or
otherwise dispose of any such securities and investments, except pursuant to the
directive of the Fund and only for the account of the Fund as set forth in
Section 5 of this Agreement.

C-102

<PAGE>

SECTION 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES. Custodian
shall have sole power to release or deliver any securities of the Fund held by
it pursuant to this Agreement. Custodian agrees to transfer, exchange or
deliver securities held by it hereunder only (a) for sales of such securities
for the account of the Fund upon receipt by Custodian of payment therefor, (b)
when such securities are called, redeemed or retired or otherwise become
payable, (c) for examination by any broker selling such securities in accordance
with "street delivery" custom, (d) in exchange for or upon conversion into other
securities alone or other securities and cash whether pursuant to any plan of
merger, consolidation, reorganization, recapitalization or readjustment, or
otherwise, (e) upon conversion of such securities pursuant to their terms into
other securities, (f) upon exercise of subscription, purchase or other similar
rights represented by such securities, (g) for the purpose of exchanging interim
receipts or temporary securities for definitive securities, (h) for the purpose
or redeeming in kind shares of capital stock of the Fund, or (i) for other
proper corporate purposes. As to any deliveries made by Custodian pursuant to
items (b), (d), (e), (f), and (g), securities or cash receivable in exchange
therefor shall be deliverable to Custodian. Before making any transfer,
exchange or delivery, Custodian shall be furnished an officers' certificate
directing such transfer, exchange or delivery and stating that it is for a
purpose permitted under the terms of items (a), (b), (c), (d), (e), (f), (g), or
(h) of this Section 5 and, in the case of a transfer under the terms of item (i)
of this Section 5, Custodian shall also be furnished a certified copy of a
resolution of the Board of Directors signed by an officer of the Fund and
certified by its Secretary, specifying the securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such purpose
to be proper corporate purposes, and naming the person or persons to whom
delivery of such securities shall be made.

C-103

<PAGE>

SECTION 6. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The Custodian
may deposit and/or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities depository, or in
the book-entry system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as "Securities
Systems" in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:

A. The Custodian may keep securities of the Fund in a Securities System
provided that such securities are represented in an account ("Account") of the
Custodian in the Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian, or otherwise for
customers;

B. The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;

C. The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account of
the Fund. The Custodian shall transfer securities sold for the account of the
Fund upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment for the
account of the Fund. The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund in the form of a written advice
or notice and shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions for the account of the Fund on the next
business day;

C-104

<PAGE>

D. The Custodian shall provide the Fund, upon request, with any report
obtained by the Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited in the
Securities System;

E. The Board of Directors of the Fund approve the use of a particular
Securities System and review its use by the Fund annually as required in each
case by Rule 17f-4 under the Investment Company Act of 1940, as amended; and

F. Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the Fund
resulting from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or of any of its
or their employees or from any failure of the Custodian or any such agents to
enforce effectively such rights as it may have against the Securities System; at
the election of the Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of any loss or damage
if and to the extent that the Fund has not made whole for any such loss or
damage.

SECTION 7. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS. Unless and until
Custodian receives an officers' certificate to the contrary, Custodian shall:

(a) Present for payment all coupons and other income items held by it for
the account of the Fund which call for payment upon presentation and hold the
cash received by it upon such payment for the account of the Fund, (b) collect
interest and cash dividends received, with notice to the Fund, to the account of
the Fund, (c) hold for the account of the Fund hereunder all stock dividends,
rights and similar securities issued with respect to any securities held by it
hereunder, and (d) execute as agent on behalf of the Fund all necessary
ownership certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department or under the laws of any
State now or hereafter in effect, inserting the Fund's name on such certificates
as the owner of the securities covered thereby, to the extent it may lawfully do
so.

C-105

<PAGE>

SECTION 8. REGISTRATION OF SECURITIES. Except as otherwise directed by an
officers' certificates, Custodian shall register all securities, except such as
are in bearer form, in the name of a registered nominee of Custodian as defined
in the Internal Revenue Code and any Regulations of the Treasury Department
issued thereunder or in any provision of any subsequent Federal tax law
exempting such transaction from liability for stock transfer taxes, and shall
execute and deliver all such certificates in connection therewith as may be
required by such laws or Regulations or under the laws of any state. Custodian
shall use its best efforts to the end that the specific securities held by it
hereunder shall be at all times identifiable in its records.

The Fund shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee, any securities which it
may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund.

SECTION 9. VOTING AND OTHER ACTION. Neither Custodian nor any nominee of
Custodian shall vote any of the securities held hereunder by or for the account
of the Fund, except in accordance with the instructions contained in an
officers' certificate, which instructions may be continuing instructions as
provided by Section 3 herein. Custodian shall deliver, or cause to be executed
and delivered, to the Fund all notices, proxies and proxy soliciting materials
with relation to such securities, such proxies to be executed by the registered
holder of such securities (if registered otherwise than in the name of the
Fund), but without indicating the manner in which such proxies are to be voted.

C-106

<PAGE>

SECTION 10. TRANSFER TAX AND OTHER DISBURSEMENTS. The Fund shall pay or
reimburse Custodian from time to time for any transfer taxes payable upon
transfers of securities made hereunder, and for all other necessary and proper
disbursements and expenses made or incurred by Custodian in the performance of
this Agreement.

Custodian shall execute and deliver such certificates in connection with
securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state, to exempt
from taxation any exemptible transfers and/or deliveries of any such securities.

SECTION 11. CONCERNING CUSTODIAN. Custodian shall be paid as compensation
for its services pursuant to the Agreement such compensation as may from time to
time be agreed upon in writing between the two parties. The schedule of fees
charged by the Custodian is attached hereto.

Custodian shall not be liable for any action taken in good faith upon any
certificate herein described or certified copy of any resolution of the Board of
Directors and may rely on the genuineness of any such document which it may in
good faith believe to have been validly executed.

The Fund agrees to indemnify and hold harmless Custodian and its nominee
from all taxes, charges, expenses, assessments, claims, and liabilities
(including counsel fees) incurred or assessed against it or its nominee in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or wilful
misconduct.

Custodian is authorized to charge any account of the Fund for such items.
In the event of any advance of cash for any purpose made by Custodian resulting
from orders or instructions of the Fund, or in the event that Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims, or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or wilful misconduct, any property at any time held for
the account of the Fund shall be security therefor.

C-107

<PAGE>

SECTION 12. REPORTS BY CUSTODIAN. Custodian shall furnish the Fund daily
with a statement summarizing all transactions and entries for the account of the
Fund. Custodian shall furnish the Fund at the end of every month with a list of
the portfolio securities showing the adjusted average cost of each issue and the
market value at the end of such month. Custodian shall furnish the Fund, at the
close of each quarter of the Fund's fiscal year, with a list showing cost and
market values of the securities held by it for the Fund hereunder, adjusted for
all commitments confirmed by the Fund as of such close, certified by a duly
authorized officer of Custodian. The books and records of Custodian pertaining
to its actions under this Agreement shall be open to inspection and audit at
reasonable times by officers of and auditors employed by the Fund.

SECTION 13. TERMINATION OR ASSIGNMENT. This Agreement may be terminated
by the Fund, or by Custodian, on sixty days' notice, given in writing and sent
by registered or certified mail to Custodian at 77 Monroe Center, Grand Rapids,
Michigan, or the Fund at 7575 East Fulton Road, Ada, Michigan, as the case may
be. Upon any termination of this Agreement, pending appointment of a successor
to Custodian or a vote of the stockholders of the Fund to dissolve or to
function without a Custodian of its cash, securities, and other property,
Custodian shall not deliver cash, securities, or other property of the Fund to
the Fund, but may deliver them to a bank or trust company in the state of
Michigan of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report of not less than two
million dollars ($2,000,000) as Custodian for the Fund to be held under terms
silimar to those of this Agreement; provided, however, that Custodian shall not
be required to make any such delivery or payment until full payment shall have
been made by the Fund of all liabilities constituting a charge on or aginst the
properties then held by Custodian or on or against Custodian, and until full
payment shall have been made to Custodian of all its fees, compensation, costs
and expenses, subject to the provisions of Section 11 of this Agreement.

C-108

<PAGE>

This Agreement may not be assigned by Custodian without the consent of the
Fund, authorized or approved by a resolution of its board of Directors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective officers thereunto duly
authorized.

Executed in several counterparts, each of which is an original.

Attest: MICHIGAN NATIONAL BANK

/s/ Cedric C Lakowski BY /s/
--------------------------------
(CORPORATE SEAL)

Attest: AMWAY MUTUAL FUND INC.

/s/ BY /s/
--------------------------------
(Corporate Seal)

C-109

<PAGE>

Logo Michigan National Bank
Trust Department
Thomas L. DeFer 77 Monroe Center -Grand Rapids, Michigan
Vice President Phone (616) 451-7686

November 4, 1982

Mr. Dale Discher, President
Amway Mutual Fund, Inc.
7575 East Fulton Street
Ada, MI 49301

RE: Amway Mutual Fund, Inc.

Dear Dale:

This will confirm our annual fee schedule effective October 1, 1982, for
the Amway Mutual Fund, Inc., as follows:

General Administration: $.10 per $1,000 of value.

Asset Maintenance: $10.00 per security.

Activity: $15.00 per purchase, sale, delivery or receipt.

Other Payment: $3.50 per payment.

The above fee will be charged monthly on the 15th of each month.

Dale, it is our pleasure to be of service to the Amway Corporation and the
Amway Mutual Fund, Inc. Should you have any questions regarding the above
matter, please do not hesitate to contact me.

Very truly yours,

/s/ Tom
---------------
Thomas L. DeFer
Vice President

TLD/mlf
cc: Allan D. Engel
Kathleen Burton

C-110

<PAGE>

Logo Michigan National Bank
Trust Department
Thomas L. DeFer 77 Monroe Center -Grand Rapids, Michigan
Vice President Phone (616) 451-7686

November 4, 1982

Mr. Dale Discher, President
Amway Mutual Fund, Inc.
7575 East Fulton Street
Ada, MI 49301

RE: Amway Mutual Fund IRA Trust

Dear Dale:

This will confirm our fee arrangement for the above account which is $10.00
per participant per year or any part thereof which will be calculated based on
the number of participants as of October 1 each year.

Very truly yours,

/s/ Tom
---------------
Thomas L. DeFer
Vice President

TLD/mlf
cc: Allan D. Engel
Kathleen Burton

C-111

<PAGE>

Logo Michigan National Bank
Trust Department
Thomas L. DeFer 77 Monroe Center -Grand Rapids, Michigan
Vice President Phone (616) 451-7686

November 4, 1982

Mr. Dale Discher, President
Amway Mutual Fund, Inc.
7575 East Fulton Street
Ada, MI 49301

RE: Amway Distributors Keogh/HR-10 Trust

Dear Dale:

Very truly yours,

/s/ Tom
---------------
Thomas L. DeFer
Vice President

TLD/mlf
cc: Allan D. Engel
Kathleen Burton

C-112

<PAGE>

TRANSFER AGENCY AND DIVIDEND
DISBURSING AGENCY AGREEMENT

between

AMWAY MUTUAL FUND, INC.

and

AMWAY STOCK TRANSFER CO.

AGREEMENT made this /s/ 11TH day of /s/ October, 1990, between AMWAY
MUTUAL FUND, INC., a Delaware corporation (hereinafter called the "Fund") and
AMWAY STOCK TRANSFER COMPANY, a Michigan corporation (hereinafter called the
"Agent").

In consideration of the mutual promises and undertakings herein contained,
the parties hereto agree as follows:

Section 1. Stock Transfer Agent. The Agent shall be the stock transfer
agent for the Fund as such shall:

(a) keep the stock transfer books and records of the Fund, including the
names and addresses of all stockholders, the number and date of
issuance of shares and fractional shares held by each stockholder, the
number and date of certificates issued for such shares, the number and
date of cancellation of redeemed shares, and the number and date of
cancellation of each certificate surrendered for cancellation;

(b) be responsible for the issuance and redemption of shares of the Fund;

(d) cause all stockholder reports and proxies for stockholders' meetings
to be properly addressed and mailed;

C-113

<PAGE>

(e) tabulate all proxies; and

(f) prepare and mail all required federal, state and other income tax
information to stockholders.

Section 2. Divided Disbursing Agent. The Agent shall be the dividend
disbursing agent of the Fund and as such shall, in accordance with stockholders'
instructions, disburse to stockholders the ordinary dividends and capital gains
distributions allocable to their shares or, alternatively, cause such
distributions to be reinvested in additional shares of the Fund for
stockholders.

Section 3. Staff. The Agent shall at all times maintain a staff of
trained personnel for the purpose of performing its obligations under this
Agreement. The Agent assumes no responsibility under this Agreement other than
the services agreed to herein.

Section 4. Fees. For the services of the Agent agreed herein to be
rendered, the Fund shall pay to the Agent, quarterly, the fees provided in the
schedule attached hereto as Exhibit A and by this reference made a part hereof.

Section 5. Conformity to Corporate Instruments and Statutes. The Agent
agrees that in all matters relating to the services to be performed by it
herein, it will use its best efforts to act in conformity with the terms of the
Certificate of Incorporation, By-Laws, Registration Statements and current
Prospectus of the Fund. Each of the parties agrees that in all matters relating
to the performance of this Agreement, it will use its best efforts to comply
with the requirements of the Investment Company Act of 1940 and all other
applicable laws and regulations. Nothing herein contained shall be deemed to
relieve or deprive the Board of Directors of the Fund of its responsibility for
the conduct of the affairs of the Fund.

C-114

<PAGE>

Section 6. Services to Others. The Agent shall be free to render services
of this or any other kind to any other person or organization, including other
investment companies, and to engage in any other business or activity.

Section 7. Amendment. This Agreement, including the schedule attached
hereto as Exhibit A, may be amended at any time by mutual written consent of the
parties.

Section 8. Effective Date; Termination. This Agreement shall be effective
as of the date of execution, and may be terminated by either party hereto upon
sixty (60) days' written notice to the other, provided that no such notice of
termination given by the Agent to the Fund shall be effective unless and until a
substitute person or entity has been engaged by the Fund to perform the services
required hereunder for the Fund, or the Fund has certified to the Agent that
other arrangements have been made by it to provide such services.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date first
above written.

AMWAY MUTUAL FUND, INC.

By /s/ J J Rosloniec
-------------------------------------
James J. Rosloniec, President

AMWAY STOCK TRANSFER CO.

By /s/ Allan Engel
-------------------------------------
Allan D. Engel, Sec'y & Asst. Treas.

C-115
<PAGE>

RECORD MAINTENANCE AGREEMENT

between

AMWAY MANAGEMENT COMPANY

and

AMWAY STOCK TRANSFER CO.

This AGREEMENT made as of the 1st day of August, 1978 between AMWAY
MANAGEMENT COMPANY, a Michigan Corporation (hereinafter referred to as the
"Management Company") and AMWAY STOCK TRANSFER CO., a Michigan Corporation
(hereinafter referred to as the "Transfer Company").

In CONSIDERATION of the mutual promises and undertakings herein contained,
the parties hereto agree as follows:

SECTION 1: RECORD MAINTENANCE

The Management Company hereby agrees to maintain the stockholder records
necessary to the operation of the Stock Transfer Company. Further, the parties
mutually agree that custody of and control over all stockholder records is to
remain in the Transfer Company.

SECTION 2: TERMINATION

This agreement may be terminated by either party upon written notice as
provided in that certain Transfer Agency and Dividend Disbursing Agency
Agreement dated February 10, 1970 between the Management Company and Amway
Mutual Fund, Inc.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement

C-116

<PAGE>

to be executed in their behalf by their respective officers thereunto duly
authorized as of the date first above written.

AMWAY MANAGEMENT COMPANY AMWAY STOCK TRANSFER CO.

By /s/ C. Dale Discher By /s/ John R. Forester
------------------- ---------------------
C. Dale Discher

Its Vice President Its
---------------- ----------------

C-117

<PAGE>

ADDENDUM TO THE RECORD MAINTENANCE AGREEMENT

between

AMWAY MANAGEMENT COMPANY

and

AMWAY STOCK TRANSFER CO.

Dated August 1, 1978

ADDITION TO SECTION 1: RECORD MAINTENANCE

Further, the Stock Transfer Company agrees to pay the Management Company
for reasonably allocable expenses incurred by the Management Company in
maintaining the stockholder records. The amount of reasonably allocable
expenses to be paid shall be determined by mutual agreement of the appropriate
officers of both the Stock Transfer Company and Management Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their respective officers thereunto duly authorized
as of November 14, 1980.

AMWAY MANAGEMENT COMPANY AMWAY STOCK TRANSFER CO.

By /s/ C. Dale Discher By /s/ William J. Halliday, Jr.
------------------- ----------------------------
C. Dale Discher William J. Halliday, Jr.

Its Vice President and Treasurer Its Vice President and Secretary
------------------------------ ------------------------------

C-118

<PAGE>

(This Page Intentionally Left Blank)

C-119

<PAGE>

COMMON-RECORDS AGREEMENT
------------------------

Among
------

AMWAY MUTUAL FUND, INC.,
------------------------

AMWAY MANAGEMENT COMPANY
------------------------

and
---

AMWAY STOCK TRANSFER CO.
------------------------

THIS AGREEMENT, made as of the 1st day of August, 1978 by and between AMWAY
MUTUAL FUND, INC., a Delaware corporation (hereinafter called the "Fund"), AMWAY
MANAGEMENT COMPANY, a Michigan corporation (hereinafter called the "Management
Company"), and AMWAY STOCK TRANSFER CO., a Michigan corporation (hereinafter
called the "Transfer Company") WITNESSETH:
WHEREAS, the Management Company did agree with the Fund to keep accounts,
journals, ledgers, files and other records (the "Records") as set forth in a
certain Common-Record Contract between said parties dated August 20, 1971,
attached hereto as Exhibit "A" and made a part hereof, and
WHEREAS, the Transfer Company has assumed custody and control over the
Records pursuant to an Assignment And Acceptance Of Transfer Agent Functions and
Stockholder Records dated August 1, 1978.
Now therefore, it is agreed that all Records maintained by the Transfer
Company shall constitute the common Records of all parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be

C-120

<PAGE>

executed in their behalf by their respective officers thereunto duly authorized,
all as of the date first above written.

AMWAY MUTUAL FUND, INC.

By /s/ C. DALE DISCHER
C. Dale Discher

Its PRESIDENT

AMWAY MANAGEMENT COMPANY

By /s/ C. DALE DISCHER
C. Dale Discher

Its VICE PRESIDENT

AMWAY STOCK TRANSFER CO.

By /s/ JOHN R. FORESTER

Its

C-121

<PAGE>

PORTFOLIO ACCOUNTING AND RESEARCH INFORMATION SYSTEM
----------------------------------------------------

REMOTE SERVICE AGREEMENT
------------------------

(BROKER/DEALER)
---------------

AGREEMENT, made as of the 1st day of August, 1984 by and between Amway
Mutual Fund, Inc. ("Client"), a Delaware Corporation having its principal place
of business in Ada, Michigan and DST Securities, Inc., ("DSTS"), a Missouri
corporation, having its principal place of business in Kansas City, Missouri.
WHEREAS, DSTS is a broker-dealer registered with the National Association
of Securities Dealers, Inc., and holds a license to market a computer supported
research, accounting, and information system for portfolio management (the
"Portfolio System"), more fully described in Exhibit 1 hereto, and
WHEREAS, DSTS is further authorized by its parent, DST Systems, Inc. a
Missouri corporation ("DST"), to make available DST data processing equipment
and personnel (the "Facilities"), located in Kansas City, Missouri, to provide
and support remote terminal access to the Portfolio System and for the
maintenance of records, processing of information, and generation of output with
respect thereto; and
WHEREAS, the Client desires to obtain for its own account certain
brokerage, research, and portfolio accounting and information management
services;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

C-122

<PAGE>

SECTION 1. USE OF THE PORTFOLIO SYSTEM AND FACILITIES.

1.01 Subject to the provisions of this Agreement, DSTS shall provide Client
access to the Portfolio System and the Facilities, to obtain the portfolio
research, accounting, information, and reports which are within the capability
of the Portfolio System as described in Exhibit 1 hereto.

1.02 Client, with computer equipment and through transmission facilities
installed on its premises at its cost and expense shall transmit to the
Facilities such information and data as Client determines is to be input to the
Portfolio System and to be required to maintain the records and generate the
output required hereunder.

1.03 DSTS shall maintain records of information and data transmitted to it
as input by Client and shall deliver or transmit to Client such output as is
generated by the use of the Portfolio System and Facilities.

1.04 DSTS will provide without charge to Client two of DSTS personnel for
ten working days of training for Client personnel at the DSTS Facilities or
Client Facilities with respect to the use and operation of the Portfolio System.
All travel and out-of-pocket expense incurred by Client personnel, and by DSTS
personnel if the training is provided at Client's facilities, in connection with
and during such training shall be borne by Client.

1.05 DSTS will make on-line access to the Portfolio System available to
Client between the hours of 7:00 a.m. and 7:00 p.m. Central time, Monday through
Friday, except for such holidays as are observed by the New York Stock Exchange.
Access to the Portfolio System at other times will be by mutual agreement.

C-123

<PAGE>

1.06 Client acknowledges that DSTS, in performing its obligations under
this agreement, may utilize personnel and equipment provided by DST and that for
the purposes of the Agreement such personnel and equipment shall be deemed to be
the personnel and equipment of DSTS and DST shall not thereby incur any
obligation or liability to Amway of any kind whatsoever.

SECTION 2. BROKERAGE.

2.01 Client hereby authorizes DSTS to act as broker on behalf of Client in
the purchase and sale from time to time of securities for Client's account and
risk and to obtain the execution of Client's orders for such securities
transactions by a clearing broker (the "Clearing Broker"), which shall be
Wertheim & Co., Inc. or such other firm as may be selected and approved by DSTS
and Client.

2.02 Client agrees that all transactions by DSTS and by Clearing Broker for
Client hereunder shall be subject to, in addition to the terms of this Agreement
and, when approved by DSTS, of the cash account agreement and any other
agreements between Client and Clearing Broker, the constitution, rules,
regulations, customs, and usages from time to time in effect of the exchange or
market where the transactions are executed, and where applicable, to the
provisions of the Securities Exchange Act of 1934, executive orders and
proclamations of the President of the United States, rules and regulations of
the Securities and Exchange Commission, the Board of Governors of the Federal
Reserve System, the Secretary of the Treasury, the Code of Fair Practice of the
National Association of Securities Dealers, Inc., and any present and future
acts, orders,

C-124

<PAGE>

proclamations, rules or regulations amendatory of any of the foregoing or
supplemental thereto, and also to any other statutes, laws, orders, and rules
and regulations affecting or relating to the rights and privileges of Client or
DSTS or the Clearing Broker to engage in transactions in securities.

2.03 Client understands and acknowledges that Clearing Broker will provide
confirmations and statements of account with respect to all transactions
executed on Client's behalf hereunder and that Clearing Broker will provide
confirmations and statements of account with respect to all transactions
executed on Client's behalf hereunder and that Clearing Broker will perform all
executions, settlement, cashiering, and clearance services related thereto
(including, but not limited to, receipt and delivery of securities purchased or
sold, making and receiving payment therefore, and obtaining custody and
safekeeping of all securities and cash so received) in accordance with the cash
account agreement and any other agreements entered into between Client and
Clearing Broker.

2.04 Client hereby agrees that all representations, warranties, consents,
powers of attorney, and agreements made by Client in the cash account agreement
and in any other agreements between Client and Clearing Broker relating to the
purchase of sale of securities hereunder shall be deemed made as well for the
benefit of, and may be relied upon and enforced by, DSTS, whether or not DSTS
may be a party to such agreements.

2.05 Client agrees that DSTS and Clearing Broker are authorized to accept
from Client or from Client's authorized representatives oral or telephonic
orders for the purchase or sale of securities and Client

C-125

<PAGE>

hereby waives any defense Client may have because any such order was not in
writing or evidenced by a memorandum in writing as required by the Statute of
Frauds, or any other law.

SECTION 3. TERM.

3.01 Unless sooner terminated as hereinafter provided, this Agreement shall
be for a period of 3 years, from and after the date hereof, and this Agreement
shall continue in force and effect from year to year thereafter until terminated
as herein provided, each such additional year being an additional term of this
Agreement.

3.02 In the event this Agreement is terminated, Client shall return to DSTS
all books, records, plans, designs, and other materials furnished Client by DSTS
or DST describing the use or operation of the Portfolio System and shall
continue to preserve the confidentiality of the Portfolio System in the manner
provided for herein.

SECTION 4. STATEMENTS, FEES AND EXPENSES.
4.01 Client shall receive a monthly statement with respect to brokerage
commissions and with respect to Portfolio System charges for the preceeding
month, computed and to be paid in the manner described in Exhibit 2 hereto.

4.02 Client shall also reimburse DSTS for all reasonable out-of-pocket
expenses, incurred by DSTS in connection with services performed at the request
of Client, which are not covered under Exhibit 2.

4.03 For each additional term of this Agreement, DSTS shall be entitled to
receive such commissions and charges as shall be agreed

C-126

<PAGE>

upon by the parties prior to commencement of each such term.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF DSTS.

DSTS represents and warrants that:

5.01 It is a corporation duly organized and existing and in good standing
under the laws of the State of Missouri.

5.02 It is and will remain duly registered or licensed and in good standing
as a broker-dealer under applicable federal and state laws and rules and
regulations of the National Association of Securities Dealers, Inc.

5.03 It has the power and authority under applicable laws, and its Articles
of Incorporation and By-Laws, to enter into and perform this Agreement.

5.04 It has a valid and enforceable license to provide the Portfolio
System, and the contractual right to make available the Facilities, as
contemplated by this Agreement.

5.05 The Portfolio System contains no material operating defect known to
DSTS and will function in all material respects in accordance with the User
Information and Operating Guide provided by DSTS to the Client, provided the
Portfolio System is operated by the Client in compliance with such User
Information and Operating Guide. In the event of the breach of such limited
warranty, any liability of DSTS shall be limited to reimbursement to Client of
actual, out-of-pocket direct damage or loss to Client, but in no event exceeding
the amounts paid to DSTS (less amounts paid by DSTS to Clearing Broker) pursuant
to this Agreement. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF

C-127

<PAGE>

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DSTS SHALL NOT BE LIABLE
FOR DAMAGES OR COSTS ARISING OUT OF THE INACCURACY, UNTIMELINESS OR
INCOMPLETENESS OF ANY PRICING OR OTHER MARKET INFORMATION OBTAINED THROUGH
UTILIZATION OF THE PORTFOLIO SYSTEM OR FOR DELAYS OR INTERRUPTIONS IN THE
AVAILABILITY OF SUCH INFORMATION. IN NO EVENT WILL DSTS BE LIABLE FOR
CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO CLAIMS OF LOST PROFITS OR
LOST BUSINESS OPPORTUNITIES. DSTS does not warrant or guarantee investment
performance or results, nor the accuracy, timeliness or completeness of pricing
information, obtained through outside sources, attainable through utilization of
the Portfolio System.

5.06 DSTS will defend or settle at its own expense any suit, claim, or
proceeding brought against Client based on a claim that any of the programs,
documentation, or other relevant materials comprising the Portfolio System
constitute an infringement of any patent or copyright of the United States, or
constitute a theft or appropriation of prorietary information or trade secrets,
and DSTS will pay all damages and reasonable costs (including attorneys' fees)
incurred in connection therewith. If there is any claim that any such program,
documentation, or other material is an infringement or appropriation, DSTS may,
at its option:

(i) obtain for Client the right to continue using such program,
documentation, or other material; or

(ii) modify such program, documentation, or other material so that it
is not infringing and yet enables the Portfolio System to perform the functions
contemplated by this Agreement; or

C-128

<PAGE>

(iii) terminate this Agreement and refund to Client the sums paid
by Client to DSTS pursuant to this Agreement less amounts paid hereunder to
Clearing Broker.

5.07 It acknowledges that information provided by Client for input to the
Portfolio System may include confidential information of the Client and that it
will undertake to preserve the confidentiality of such information, as provided
herein.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF CLIENT.

Client represents and warrants that:

6.01 It is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware.

6.02 It has the power and authority under applicable laws and Articles of
Incorporation and By-Laws, and has taken all action necessary, to enter into and
perform this Agreement.

6.03 It is not acting as a fiduciary for others with respect to the
brokerage transactions to be undertaken on its behalf by DSTS hereunder and all
such transactions shall be for its account only.

6.04 It acknowledges that DSTS and DSTS's licensor have proprietary rights
in and to the Portfolio System and that the Portfolio System and the programs,
documentation, information of, and materials relevant thereto, constitute
confidential material and trade secrets of DSTS.

6.05 It has reviewed the information provided it by DSTS describing the
Portfolio System and the Facilities and has determined that such system and
facilities are appropriate and suitable for its needs.

C-129

<PAGE>

SECTION 7. INDEMNIFICATION.

7.01 DSTS shall not be responsible for, and Client shall indemnify and hold
DSTS harmless from and against, any and all costs, expenses, losses, damages,
charges, counsel fees, payments, and liability, which may be incurred by DSTS
arising out of or attributable to:

(a) Client's failure to use and employ the Portfolio System or the
Facilities in accordance with the procedures set forth in the User Information
and Operating Guide delivered to Client, Client's failure to utilize the control
procedures set forth and described therein, and Client's failure to verify
promptly reports received through use of the Portfolio System and Facilities;

(b) Client's errors and mistakes in the use of the Portfolio System,
Facilities, and control procedures;

(c) DSTS's or DST's reliance on, or use of, in performing its duties
and obligations hereunder, information, data, records, and documents received by
DSTS from Client;

(d) The reliance on, or the carrying out of, any instructions or
requests of Client pertaining to the normal day-to-day operations and functions
of the Portfolio System made by any persons listed on the "Schedule of
Authorized Personnel" attached as Exhibit 3 hereto, and as amended from time to
time in writing by Client.

7.02 Subject to the provisions contained in Section 5 hereof, DSTS shall be
responsible for and shall indemnify and hold Client harmless from and against
any and all losses, damages, costs, charges,

C-130

<PAGE>

counsel fees, payments, expenses, and liability arising out of or attributable
to DSTS's: (i) refusal or failure to comply with the terms of this Agreement,
(ii) negligence or misconduct in the performance of its obligations hereunder or
(iii) breach of any of its representations or warranties made in Section 5
hereof.

7.03 In the event DSTS is unable to perform its obligations under the terms
of this Agreement (including making the Facilities available) because of
strikes, lockouts or labor disputes, equipment or transmission failure or
damage, fire, flood, earthquake or other natural disaster, action or inaction of
governmental authority, war, riot, theft, or other causes beyond its control,
DSTS will use its best efforts to assist Client to obtain alternate sources of
service; however, neither DSTS nor DST will be liable for any damages resulting
from such causes.

7.04 At any time DSTS may contact any person identified in Exhibit 3 or any
amendment thereto with respect to any matter arising in connection with this
Agreement. DSTS shall not be liable for, and shall be indemnified by Client
against, all costs, expenses, losses, damages, charges, counsel fees, payments,
and liability, which may be incurred by DSTS arising out of or attributable to
any action taken or omitted by DSTS or DST in good faith in reliance upon such
instructions.

7.05 In the event malfunction of the Portfolio System causes an error or
mistake in any record, report, data, information, or output under the terms of
this Agreement, DSTS shall after notice thereof as herein after provided and at
its expense, correct and reprocess such records; PROVIDED, Client shall have
promptly notified DSTS orally

C-131

<PAGE>

after Amway's discovery of such error or mistake with such notice to be verified
promptly in writing.

7.06 In no event and under no circumstances; however, shall DST, DSTS, or
Client be liable to each other under any provisions of this Agreement, or for
any actions taken or omitted hereunder, for direct or indirect consequential
damages of any kind, including but not limited to, claims of lost profits or
lost business opportunities.

7.07 Client shall be responsible for and shall indemnify and hold DSTS and
DST harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses, and liability arising out of or attributable
to Client's: (i) refusal or failure to comply with the terms of this
Agreement, (ii) negligence or misconduct in the performance of its obligations
hereunder or (iii) breach of any of its representations or warranties made in
Section 6 hereof.

SECTION 8. COVENANTS OF DSTS.

8.01 DSTS shall in accordance with the specified retention cycles of the
system maintain information in the form of computer files to the extent of such
information and data entered by and transmitted to the Facilities by Client,
provided; however, that DSTS shall not be responsible or liable for any changes,
alterations, modifications therein, or failure to maintain the same if Client
shall have made such changes, alterations, or modifications or shall be the
cause of such failure to maintain the same. It is expressly understood that all
such data transmitted to and maintained by Amway remains the exclusive property
of Amway. Such computer files shall

C-132

<PAGE>

comply with applicable recordkeeping requirements of Federal Securities laws, as
they may be amended from time to time.

8.02 DSTS shall maintain reasonable backup procedures for the protection
and safekeeping and the preservation of the confidentiality of all data
processing files containing the information and data of Client.

8.03 DSTS now has the insurance coverage described in Exhibit 4 attached
hereto, and DSTS will not take any action to eliminate or decrease such coverage
during the term of this Agreement without prior written notice to Client.

SECTION 9. COVENANTS OF CLIENT.

9.01 Client shall utilize and employ all control procedures available under
the Portfolio System of which Client is advised and Client shall, upon
discovery, promptly advise DSTS of any error or mistake in the datea or
information transmitted to the Facilities, the records maintained, or output
generated hereunder and, using normal audit and control procedures, Client shall
verify all output received hereunder.

9.02 Client shall transmit to the Facilities, in the formats and form
specified by DSTS, all information and data necessary or required in connection
therewith so that the output produced by the Portfolio System shall be complete
and accurate when it is generated by the Portfolio System and Facilities, and
Client shall be responsible and liable for the cost or expense of regenerating
any output if Client shall have failed to transmit any such data or information
and/or verify any such data or information when it is generated by the

C-133

<PAGE>

Portfolio System and Facilities.

9.03 In the event Client shall erroneously transmit information or shall
transmit incorrect information or data to the Facilities, Client shall correct
such information and data and transmit the same to the Facilities.

9.04 Client shall preserve the confidentiality of the Portfolio System and
prevent its disclosure, except as required by law, to other than its own
employees who reasonably have a need to know in connection with the use of the
Portfolio System contemplated hereunder, and Client shall take appropriate
action to protect the rights of DSTS and DSTS's licensor in the Portfolio
System.

SECTION 10. TERMINATION.

10.01 Either party may terminate this Agreement upon 180 days written
notice to the other party at any time. If DSTS or Client determines that DSTS
is unable for any reason to maintain the computer files, as required in Section
8.01 hereof, in compliance with any changes or proposed changes in federal
securities laws made after the date hereof, either Client or DSTS may terminate
this Agreement upon 60 days written notice. in the event DSTS does terminate
the Agreement, it will use its best efforts to assist Client to obtain alternate
sources of service.

10.02 At least 90 days prior to the end of any term hereof, DSTS shall
give Client written notice if DSTS desires to increase the rates or charges set
forth in Exhibit 2 or to change the manner of payment thereof provided for
herein. If Client does not agree to such increase, it may terminate this
Agreement by giving DSTS written

C-134

<PAGE>

notice thereof at least 60 days prior to the end of such term.

10.03 Upon the occurrence of any of the following events of default,
the non-defaulting party may, at its option, by written notice to the defaulting
party, declare that this Agreement shall be thereby terminated and such
termination shall be effective as of the date such notice has been received by
the defaulting party:

(a) Either DSTS or Client shall fail to perform or observe any term,
covenant, or condition to be performed or observed by it hereunder and such
failure shall continue to be unremedied for a period of 30 days after written
notice from the nondefaulting party to the defaulting party specifying the
failure and demanding that the same be remedied.

(b) Any representation or warranty made in Section 5 hereof by DSTS
or in Section 6 hereof by Client herein shall prove to be incorrect at any time
in any material respect.

(c) A receiver, liquidator, or trustee of DSTS or Client or of any of
the property of either, is appointed by court order and such order remains in
effect for more than 30 days; or DSTS or Client is adjudicated bankrupt or
insolvent; or any of the property of either is sequestered by court order and
such order remains in effect for more than 30 days; or a petition is filed
against DSTS or Client under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution, or liquidation law of any
jurisdiction, whether now or hereafter in effect, and is not dismissed within 30
days after such filing.

(d) DSTS or Client files a petition in voluntary bankruptcy or
seeking relief under any provision of any bankruptcy,

C-135

<PAGE>

reorganization, arrangement, insolvency, readjustment of debt, whether now or
hereafter in effect, or consents to the filing of any petition against it under
any such law.

(e) DSTS or Client makes an assignment for the benefit of its
creditors or admits its inability to pay its debts generally as they become due,
or consents to the appointment of a receiver, trustee, or liquidator of itself
or all or any part of its property.

(f) In the event of DSTS's default in regard to (c), (d), or (e)
above, unless prohibited by law or court order, DSTS shall provide the Portfolio
System software to Client for use at alternate facilities. The Portfolio System
shall be considered to include all computer program source code and systems and
program documentation then available at DSTS to support operation of the system
as it normally functions.

SECTION 11. ENHANCEMENTS, MODIFICATIONS, AND IMPROVEMENTS.

11.01 DSTS shall have the right, at any time, and from time to time, to
alter and modify any systems, programs, procedures, or facilities used or
employed in performing its duties and obligations hereunder, provided that no
such alteration or modification shall, without the consent of Client, materially
change or affect the operations and procedures of Client in using or employing
the Portfolio System or Facilities hereunder. Client shall have the right to
use such modifications and alternations at no additional cost for the remainder
of the contract term.

C-136

<PAGE>

SECTION 12. NOTICES.

12.01 All notices to be given hereunder shall be deemed properly given
if delivered in person or if sent by U.S. mail, first class, postage prepaid, as
follows:

If to DSTS:

DST Securities, Inc.
301 West 11th Street
Kansas City, Missouri 64105

If to Client:

Amway Mutual Fund, Inc.
7575 East Fulton Road
Ada, Michigan 49355

If to Clearing Broker:

Wertheim & Co., Inc.
One Chase Manhattan Plaza
New York, New York 10005

or to such other address as shall have been specified in writing by the party to
whom such notice is to be given.

SECTION 13. ASSIGNMENT.

13.01 Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party hereto without the prior written consent of the
other.

SECTION 14. MISCELLANEOUS.

14.01 Client or its duly authorized independent auditors have the right
under this Agreement to perform on-site audits of records and accounts directly
pertaining to the Client's use of the Portfolio

C-137

<PAGE>

System at the Facilities in accordance with reasonable procedures and at
reasonable frequencies which do not result in unreasonable disruption of the
business of DSTS or its licensor.

14.02 The parties hereto agree that all information and data pertaining
to the business of the other party which is exchanged or received pursuant to
the negotiation of or the carrying out of this Agreement shall remain
confidential and that upon termination of this Agreement all materials recieved
by one party from the other party hereunder shall be promptly returned to the
party from whom it was obtained.

14.03 It is understood and agreed that all services performed hereunder
by DSTS shall be as an independent contractor and not as an employee or agent of
Client.

14.04 DSTS and Client agree that during any term of this Agreement,
neither party will initiate attempts to employ any employees of the other.

14.05 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement or understanding with respect
to the subject matter hereof, whether oral or written, and this Agreement may
not be modified except in a written instrument executed by both of the parties
hereto.

14.06 The representations and warranties contained in Section 5 and 6
hereof shall survive the execution of the Agreement and the performance of
services hereunder.

14.07 The construction and effect of this Agreement shall be governed
by the law of the State of Missouri.

14.08 The captions set forth herein have been inserted for

C-138

<PAGE>

convenience of reference only and shall not be construed to affect the meaning
of any provisions of this Agreement.

14.09 If any provision of this Agreement shall be held invalid or
unenforceable by any court, regulatory, or self-regulatory body, such invalidity
or unenforceability shall not affect the validity and enforceability of the
remaining provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by their duly authorized officers as
of the date first above written.

DST SECURITIES, INC.

(SEAL)
- ------

Attest:
- -------

/s/ By /s/

AMWAY MUTUAL FUND, INC.

(SEAL)
- ------

Attest:
- -------

/s/ By /s/

C-139

<PAGE>

EXHIBIT 1
---------

SYSTEM DESCRIPTION
------------------

The following summary description highlights some of the functions and features
of the Portfolio Accounting and Research Information System (the "System"). It
is provided to describe only the general capabilities of the System and is not
intended to be complete or comprehensive. This description does not purport to
define the exact procedures or all available features of the System and is not a
representation or warranty with respect to the System or any of its functions.
DSTS retains the right to modify the System to the extent provided in the
Agreement attached hereto.

The Portfolio Accounting and Research Information System is designed to support
the following functions:

I. MASTER FILE MAINTENANCE

The Portfolio Accounting and Research Information System provides the user
the ability to establish and modify the master files and various files and
records required to operate the system.

A. Security Master Record

A security master record (CUSIP) must exist for each security issue
(other than short-term paper and call or put options) held in any
portfolio managed. Only one such record is required per issue even if
the issue is held in several portfolios.

B. Short-Term Issuer Master Record

A Short-Term issuer Master Record must exist for each Issuer of Short-
Term investments prior to entering a short-term trade into the system.
Only one record per Issuer is required even though many issues may be
purchased and held in multiple portfolios.

C. Account Master Records

Account Master records are maintained at three levels. Starting with
the lowest level, these are:

1. Portfolio Master Record

This record contains the specific accounting information and
coding associated for a portfolio managed by the user. Codes
entered in this record control the subsequent processing and
updates.

C-140

<PAGE>

2. Account Master Record

This record contains general information regarding the advisory
client or Fund "Account". A mutual fund is aggregated at the
account level for daily pricing and accounting.

3. Family Master Record

This record indicates general information regarding a group of
client accounts which are related.

D. Manager Master Record

This record identifies individual portfolio managers and the types of
accounts and portfolios they are responsible for or have authority
over.

E. User Master Records

These are a group of records that allow the system to specify and
control various optional features or facilities in the system.

F. Broker Master Record

This record identifies brokers and records basic data.

II. ACCOUNTING CONTROL SYSTEM

The system incorporates an open order system and edits the transaction
entry facilities to ensure that adequate processing and audit control is
maintained over all investment assets managed.

III. PORTFOLIO TRANSACTION PROCESSING

The system supports and controls transaction processing for security
acquisitions and dispositions and provides additional processing functions
as follows:

A. Interest accruals
B. Amortization of short-term money market instruments
C. Amortization of premium or discount on bonds
D. Daily Pricing of mutual fund portfolios, and daily calculation of net
asset value per share.
E. Entry of cash receipts and payments applied to receivable and payable
files.
F. Maintenance of portfolio fails
G. Selective use of the "open order" and "open commitment" facilities.
The facilities may be required, or not used based on the type of
transaction and type of security being processed.

C-141

<PAGE>

H. Control over the production of various reports, and authorization of
user access to on-line facilities
I. Dividend accruals
J. Stock Splits and Stock Dividends
K. Money Market Matrix Pricing

IV. TRANSACTION AND CONTROL RECORDS

The system provides various transaction and control records which are
created and modified as a result of transactions entered into the system.
The user is provided with a restricted maintenance capability for modifying
these records.

A. Cost Records

These records carry the individual "block" or "tax-lot" cost
information for each block of a security issue purchased. A new cost
record is created each time a purchase is made, with each purchase
retaining its identity as a specific "tax-lot". Interest and
Amortization processing is controlled at the specific cost (tax-lot)
level.

B. Position Summary Records

The system maintains one position summary record for each security
position held by a portfolio. This record is the sum of all related
"tax-lot" or cost records.

C. General Ledger Records

This set of records contains the "control accounts" which are central
to the accounting control built into the system. These "control
accounts" represent a general ledger for each portfolio maintained in
the system. For mutual fund accounts, the general ledger records are
the official set of books for the fund.

D. Audit Trail

Each posting to the General Ledger creates detail records which
provide an audit trail for all transactions and accounting entries.

E. Receivable and Payable Records

A number of detail receivable and payable records are maintained for
each portfolio:

1. Open Portfolio Trades (Portfolio Fail File)

A portfolio fail record is created on the trade process date for
each investment transaction.

C-142

<PAGE>

2. Dividend and Interest Receivable Items

These files record income items receivable (dividends and
interest).

3. Miscellaneous Receivables and Payables

These records are provided so that delayed cash receipts or
payments to and from a portfolio may be anticipated and set-up by
the user through special "cash transaction" facilities.

F. Control History and Valuation Records

These records contain the units and summary cash flow, income and
appreciation data on every portfolio in the system and every
combination of portfolios for which performance measurement
calculations (unit valuations), are to be made. These records are the
performance measurement control mechanism in the system.

G. Transaction History Records

All transactions processed by the system (security buys, sells and
cancels, short-term paper transactions, options, cash, etc.),
establish a transaction history record which contains data pertinent
to the trade.

H. Open Order and Commitment Records

These records represent "pre-inventory" records or "work-in-process"
records to provide control for portfolio transactions.

V. REGULATORY REPORTING

The system provides various hardcopy reports to support client preparation
of regulatory reports on investment holdings.

VI. PORTFOLIO MANAGER INFORMATION

The system provides investment and management information on all portfolios
managed, including cash positions, pending transactions, historical data
and other data. CRT displays in a variety of formats are used to provide
most investment information. This on-line information is supplemented by
various hardcopy reports.

VII. CLIENT INFORMATION

The system provides on-line displays and hard-copy reports for all
investment transactions and current positions, both in summary and in
detail.
C-143

<PAGE>

VIII. PERFORMANCE MEASUREMENT

The system calculates investment performance on a total rate of return
basis and a "capital only" basis using the unit valuation method. This
measurement capability is integrated into the system to facilitate accuracy
and reduce any additional arithmetic evaluative effort.

C-144

<PAGE>

EXHIBIT 2

FEE SCHEDULE

PORTFOLIO ACCOUNTING AND RESEARCH INFORMATION SYSTEM

REMOTE ACCESS FEES

Processing and Accounting Fee

$2,500 per month

NOTE Fees are exclusive of terminal equipment and communications line
costs.

Fees will be billed and are payable on a monthly basis.

Fees billed will also include any out-of-pocket expenses incurred by
DSTS for services performed at the request of the client.

C-145

<PAGE>

EXHIBIT 3

SCHEDULE OF AUTHORIZED PERSONNEL

The following persons are authorized to furnish orla and written instructions
which may be relied upon as provided in Section 7.04 of the Agreement attached
hereto:

Allan Engel

This listing may be amended or supplemented from time to time by a corporate
action or other document designating the authorized persons, as deemed
appropriate by the client, effective upon receipt by DSTS.

C-146

<PAGE>

EXHIBIT 4

INSURANCE COVERAGE

General Description of Insurance Policy* Minimum Amount
of Coverage

I. BROKER'S BLANKET BOND $30,000,000

Covering losses caused by dishonesty of
employees physical loss of securities on
or outside of premises while in possession
of an authorized person, loss caused by forgery
or alternation of checks of similar instruments.

II. SECURITIES FORGERY BOND 1,000,000

Covering losses from acting upon securities which
are forged, altered or stolen.

III FIRST CLASS MAIL AND REGISTERED MAIL INSURANCE

Covering mail losses on negotiable or non-negotiable
securities sent by first class and registered mail. 100,000

Covering mail losses on non-negotiable securities over
$100,000 sent by registered mail. 5,000,000

Covering mail losses on negotiable securities sent by
registered mail. 1,000,000

IV. ERRORS AND OMISSIONS INSURANCE 2,500,000

Covering replacement of destroyed records and computer errors and
omissions.

C-147

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Amway Mutual Fund, Inc.
Ada, Michigan

We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting a part of this Registration Statement of our
report dated January 5, 1996, relating to the financial statements, schedules
and selected per share data and ratios of Amway Mutual Fund, Inc. appearing in
the Company's Annual Shareholders Report for the year ended December 31, 1995.

We also consent to the reference to us under the captions "Financial
Highlights" in the Prospectus and "Auditors" in the Statement of Additional
Information.

BDO Seidman, LLP

Grand Rapids, Michigan

February 26, 1996

C-148

<PAGE>

AMWAY
MUTUAL
FUND,
INC.

ANNUAL
REPORT
1995

AMF LOGO INSERTED HERE

Printed in U.S.A. SB0606 L-6882-SAC

BULK RATE
U.S. POSTAGE
PAID
ADA, MI
PERMIT 100

AMWAY MUTUAL FUND, INC.7575 Fulton Street EastAda, Michigan 49355-7150

C-149

<PAGE>

AMWAY MUTUAL FUND, INC.

Dear Shareholders:

We are pleased to provide you with the Annual Report for Amway Mutual Fund, Inc.
for the period ended December 31, 1995.

1995 was an extraordinarily successful year for investments in stocks, with
performance results substantially above historical norms. The strength of the
market aided in a successful transition to a new Sub-Advisor for the Fund, Ark
Asset Management, which was approved by shareholders at the Fund's Annual
Meeting held during June, 1995.

We believe that Ark's highly disciplined stock selection process and sell
disciplines will lead to good relative performance as compared to the indices
during strong markets. Also, and of equal importance, these disciplines should
prove successful during volatile and down markets, thereby providing added
protection to your assets during periods of uncertainty.

Included in your Annual Report is a discussion of the factors, market conditions
and the investment strategies and techniques pursued by the Fund, which impacted
the Fund's performance during the calendar year 1995. Even though equity markets
by their very nature may continue to experience volatility, you may help to
temper the effects of market volatility on your investments and reduce the risks
of market-timing decisions through a systematic program of investing on a
regular basis. Such a program does not assure a profit and does not protect
against loss in declining markets.

We will continue our best efforts to provide you with superior performance and
service which enables your investment to grow.

Sincerely,

James J. Rosloniec Allan D. Engel
President and Treasurer Secretary and Assistant Treasurer

DIRECTORS
Richard A. DeWitt
Allan D. Engel
Donald H. Johnson
Walter T. Jones
James J. Rosloniec

INVESTMENT ADVISOR
Amway Management Company
7575 Fulton Street, East
Ada, Michigan 49355-7150

SUB-ADVISOR
Ark Asset Management Co., Inc..
One New York Plaza
New York, NY 10004

TRANSFER AGENT
Amway Stock Transfer Co.
7575 Fulton Street, East
Ada, Michigan 49355-7150

CUSTODIAN
Michigan National Bank
Grand Rapids, Michigan 49501

AUDITORS
BDO Seidman, LLP
99 Monroe Avenue, N.W.
Grand Rapids, Michigan 49503

LEGAL MATTERS
John Dougherty
Attorney At Law
1155 Connecticut Ave. NW, Suite 500
Washington, D.C. 20036

C-150
<PAGE>

AMWAY MUTUAL FUND, INC.

PERFORMANCE REVIEW

The fund is pleased to provide you with an overview of the performance of your
Fund for the year ended December 31, 1995.

Total Return Performance*

For the Year Ended Dec. 31, 1995
(not adjusted for any sales charge)

Amway Mutual Fund, Inc. 30.55%

Russell 1000-Registered Trademark- Growth Index** 37.58%

Standard & Poor's 500 Stock Index*** 38.35%

DIVIDEND REVIEW

For the fiscal year, your Fund experienced an increase of 30.55 percent. The
Fund paid a total of $.11 per share in income dividends and $1.42 per share in
long-term capital gain dividends during the fiscal year.

Following is a review of the Fund's Portfolio Investment Strategy, and
performance results presented by Ark Asset Management Co., Inc., the Fund's Sub-
Advisor.

INVESTMENT REVIEW-1995
One year ago most investors were concerned about too strong an economy, high
inflation, and high interest rates. Investors concluded that the market would
stage a modest rally after a poor 1994. As they say, the rest is history. The
reality of a weaker economy, low inflation, and low interest rates resulted in
an unexpected stock market rally of major proportions in 1995.

During the first six months of 1995, the market, as measured by the S&P 500,
increased 20.2%. This was virtually a straight-up move led by technology issues.
The second half of 1995 was also a strong period for the market, but
characterized by a vicious rotation which began with technology issues doing
well and ended with a big sell-off in the technology group and other areas. This
produced a great deal of under-performance relative to the S&P 500 in the second
half of the year for many investment portfolios.

Your fund under-performed relative to the S&P 500 during the first six months
due to an underweighting relative to the S&P 500, for risk avoidance purposes,
in the most aggressive electronic technology issues and financial stocks which
were also strong, and because of the normal cash reserves that reduced the
Fund's performance. However, the second half produced better relative results
due to initial overweights relative to the S&P 500 in financial, multi-industry
and transportation issues which were complimented by strong performances in
certain consumer related issues and helped by a large underweighting in
technology issues which experienced a sharp decline in the final quarter of the
year.

C-151

<PAGE>

AMWAY MUTUAL FUND, INC..

Ark Investment Management as Sub-Advisor for the Fund, began managing the Fund's
portfolio on May 1, 1995. The portfolio was restructured and positioned so that
it reflected Ark's investment strategies for the second half of 1995. Those
strategies reflect a strong value discipline in our investment process. While
not all issues owned will pay a dividend, most do pay dividends and the yield
will generally be at or higher than that of the S&P 500. Because we have very
conservative sell targets, you will often see that the issues owned at the
beginning of the year will not be in the account at the end of the year.
Especially if an individual stock performs well relative to the market, it would
not be unusual for us to sell that issue and re-invest the proceeds in other
more undervalued stocks.

As an example, one of the reasons for stronger performance relative to the S&P
500 in the second half of 1995 was the overweighting relative to the S&P 500 in
financial assets. However, as these issues moved higher in price over the summer
and early fall we began selling them into strength, particularly the bank
stocks, so that by year end they were underweighted just as they began to under-
perform.

OUTLOOK
The final quarter of 1995 was characterized by a major market sell-off in
technology issues as well as other more economically sensitive issues such as
papers, metals, and retail stores. This sell-off was due to investors' belief
that the economy would remain weak during the first half of 1996 with consumers
paying down debt due to their overuse of credit cards. The Fund has added to
positions in the areas of weakness due to their attractive valuations. We expect
1996 to be a year where many stocks will disappoint investors' expectations for
earnings growth and where it will be far more difficult to earn an acceptable
rate of return than in 1995. With interest rates already low, there is no
guarantee that the bond market will have the positive impact on stock prices in
1996 that it had in 1995. For example, if wages begin to increase at rates above
that of the early nineties, it is possible that the CPI actually would increase
in 1996. This would not be good for interest rates or the stock market.
Offsetting this would be a slightly better economy led by consumer spending and
renewed confidence in government economic policy, assuming a budget agreement is
reached in early 1996.

We begin 1996 with a portfolio which has a lower price-earnings ratio than the
S&P 500. This should allow the Fund to be positioned to defend asset values
during any downturn. It continues to be our expectation that our stock selection
disciplines will help us in rising markets. We expect this will be a year with
increased volatility in the market. The Fund is prepared to respond immediately
to changing market circumstances and expects to have a good year relative to the
S&P 500.

C-152

<PAGE>

AMWAY MUTUAL FUND, INC..

AVERAGE ANNUAL TOTAL RETURNS****

For Periods Ended 12/31/95 (adjusted for the maximum sales charge of 3.00%)

1 5 10
Year Year Year

Amway Mutual Fund, Inc. 27.59% 14.01% 13.22%

Past performance is not predictive of future performance. Returns and net asset
value fluctuate. Shares are redeemable at current net asset value, which may be
more or less than original cost.

Growth of an assumed $10,000 investment in Amway Mutual Fund from 1/3/86 through
12/31/95.

INSERT GRAPH HERE

In comparing the Amway Mutual Fund, Inc. to the two indices, you should also
note that the Fund's performance reflects the maximum sales charge of 3.00%,
while no such charges are reflected in the performance of the indices.

* Total return and average annual total return measure net investment income
and capital gain or loss from portfolio investments, assuming reinvestment of
all dividends and, for average annual total return only, adjustment for the
maximum sales charge of 3.00%. Average annual total return reflects annualized
change while total return reflects aggregate change. During the periods noted,
securities prices fluctuated. For additional information, see the Prospectus and
Statement of Additional Information and the Financial Highlights at the end of
this report.

** The Russell 1000-Registered Trademark- Growth Index is an unmanaged index
to which the Fund has compared its performance in previous years. It is
comprised of common stocks of larger U.S. companies with greater than average
growth orientation. Since it has a growth orientation which is not as dominate
with the new sub-advisor, it will not be used by the Fund for comparison
purposes in the future.

*** The Standard & Poor's 500 Stock Index is an unmanaged index generally
representative of the U.S. stock market.

**** Includes reinvestment of dividends and adjustment for the maximum sales
charge of 3.00%.

C-153

<PAGE>

AMWAY MUTUAL FUND, INC.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK--97.85% Market
Shares Value
------ ------
$
<S> <C> <C>
AUTO REPAIR, SERVICES,
AND GARAGES--1.20%
Ryder System, Inc. 37,500 928,125
---------
BANKING--2.94%
Chemical Banking Corp. 29,500 1,733,125
Nationsbank Corp. 7,700 536,113
---------
2,269,238
---------
BUILDING MATERIALS AND
GARDEN SUPPLIES--.30%
Lowe's Cos. 6,900 231,150
---------
BUSINESS SERVICES--3.56%
Dun & Bradstreet Corp. 9,500 615,125
Nynex Corp. 8,600 464,400
Xerox Corp. 12,200 1,671,400
---------
2,750,925
---------
CHEMICALS & ALLIED
PRODUCTS--6.34%
Bristol-Meyers Squibb Co. 16,600 1,425,525
DuPont (E.I.) De Nemours 23,400 1,635,075
Monsanto Co. 8,800 1,078,000
Pharmacia/Upjohn, Inc. 19,600 759,500
---------
4,898,100
---------
COMMUNICATION--6.14%
AT&T Corp. 18,900 1,223,775
MCI Communications Corp. 34,700 908,706
Sprint Corp. Com. 29,800 1,188,275
*Tele Communication Inc. 71,300 1,421,544
---------
4,742,300
---------
CREDIT AGENCIES OTHER
THAN BANKS--.43%
American Express Co. 8,100 335,138
---------

ELECTRIC & ELECTRONIC
EQUIPMENT--8.14%
Alliedsignal, Inc. 46,900 2,227,750
General Electric Co. 15,600 1,123,200
Raytheon Co. 10,000 472,500
Rockwell International 30,600 1,617,975
Texas Instruments, Inc. 16,400 848,700
---------
6,290,125
---------
ELECTRIC, GAS, &
SANITARY SERVICES--7.04%
Entergy Corp. (New) 14,200 415,350
General Public Utilities Corp. 11,900 404,600
Peco Energy 25,700 774,213
Pacific Gas & Electric Co. 27,900 791,662
Panhandle Eastern Corp. 48,900 1,363,088
Sonat, Inc. 5,100 181,687
WMX Technologies 50,500 1,508,688
---------
5,439,288
---------
FABRICATED METAL
PRODUCTS--.97%
Masco Corp. 23,800 746,725
---------

FOOD AND KINDRED
PRODUCTS--1.21%
Archer-Daniels-Midland 51,930 934,740
---------

GENERAL MERCHANDISE
STORES--6.88%
Dillard Department Stores 43,300 1,234,050
*Federated Department Stores 44,500 1,223,750
May Dept. Stores Co. 33,100 1,398,475
Penney, (J.C.) Inc. 30,600 1,457,325
---------
5,313,600
---------
HEALTH SERVICES--3.80%
Columbia/HCA Healthcare Corp. 30,300 1,537,725
*Tenet Healthcare 67,200 1,394,400
---------
2,932,125
---------
INSTRUMENTS & RELATED
PRODUCTS--1.08%
Eastman Kodak Co. 12,500 837,500
---------

INSURANCE CARRIERS--5.50%
Allstate Corp. 27,000 1,110,375
American International
Group, Inc. 6,700 619,750
Chubb Corp. 7,200 696,600
Loews Corp. 5,500 431,062
Unum Corp. 25,300 1,391,500
---------
4,249,287
---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

C-154

<PAGE>

AMWAY MUTUAL FUND, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK--97.85% Market
Shares Value
------ ------
$
<S> <C> <C>
MACHINERY, EXCEPT
ELECTRICAL--5.62%
Deere & Co. 16,900 595,725
Dresser Industries, Inc. 32,800 799,500
International Business Machines 32,100 2,945,175
---------
4,340,400
---------
METAL MINING--1.63%
Newmont Mining Corp. 27,900 1,262,475
---------

MISCELLANEOUS MANUFAC-
TURING INDUSTRIES--.00%
*Jan Bell Marketing Warrants 762 8
---------

MOTION PICTURES--1.79%

Time Warner, Inc. 36,600 1,386,225
---------

OIL AND GAS
EXTRACTION--7.29%
Burlington Resources 16,000 628,000
Occidental Petroleum Corp. 64,000 1,368,000
*Oryx Energy Co. 22,400 299,600
USX-Marathon Group 70,000 1,365,000
Union Pacific Resources 19,600 497,350
Unocal Corp. 50,600 1,473,725
---------
5,631,675
---------
PAPER & ALLIED
PRODUCTS--4.21%
Champion International Co. 31,200 1,310,400
International Paper Co. 28,500 1,079,437
Kimberly-Clark Corp. 10,400 860,600
---------
3,250,437
---------
PETROLEUM & COAL
PRODUCTS--6.34%
Amerada Hess Corp. 25,300 1,340,900
Atlantic Ritchfield Company 13,100 1,450,825
British Petroleum Ltd. 12,600 1,286,775
Union Pacific Corp. 12,400 818,400
---------
4,896,900
---------
PRIMARY METAL
INDUSTRIES--1.79%
Aluminum Co. of America 18,300 967,612
*LTV Corp. (New) 30,000 412,500
---------
1,380,112
---------
RAILROAD
TRANSPORTATION--.78%
CSX Corp. 13,200 602,250
---------

RUBBER AND MISC.
PLASTICS PRODUCTS--2.35%
Goodyear Tire & Rubber Co. 40,000 1,815,000
---------

SECURITY & COMMODITY
BROKERS & SERVICES--1.99%
Dean Witter Discover, Inc. 32,700 1,536,900
---------

STONE, CLAY & GLASS
PRODUCTS--3.19%
Corning, Inc. 38,600 1,235,200
PPG Industries 26,900 1,230,675
---------
2,465,875
---------
TRANSPORTATION
BY AIR--.32%
*A M R Corp. 3,300 245,025
---------

TRANSPORTATION
EQUIPMENT--5.02%
Ford Motor Co. 59,700 1,731,300
General Dynamics Corp. 9,200 543,950
General Motors Corp. 30,300 1,602,112
---------
3,877,362
----------

Total Common Stock--97.85% 75,589,010
----------
Cash (Michigan National Bank
Money Market Account)--2.18% 1,681,137

All Other Assets Less
Liabilities--(.03%) (21,852)
----------
NET ASSETS--100% 77,248,295
----------
----------

</TABLE>

*Non-dividend producing as of December 31, 1995.

The accompanying notes are an integral part of these financial statements.

C-155

<PAGE>

AMWAY MUTUAL FUND, INC..

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at market
(identified cost $67,458,776)
(Notes 1-A and 3) $75,589,010
Cash 1,681,137
Receivables:
Dividends 98,369
Interest 5,169
Prepaid insurance 2,770
-----------
TOTAL ASSETS 77,376,455
-----------
LIABILITIES:
Accounts payable:
Advisory fee (Note 4) 104,288
Transfer agent fee (Note 4) 18,972
Accrued expenses 4,900
-----------
TOTAL LIABILITIES 128,160
-----------
NET ASSETS:
Capital stock (20,000,000
shares of $1.00 par value
authorized), amount
paid in on 10,399,006
shares outstanding
(Note 2) $69,223,438
Overdistributed
net investment
income (20,841)
Overdistributed
net realized gain on
investments (84,536)
Net unrealized
appreciation on
investments 8,130,234
-----------
Net assets equivalent
to $7.43 per share $77,248,295
-----------
-----------
COMPUTATION OF MAXIMUM
OFFERING PRICE OF THE
FUND'S SHARES--as of
December 31, 1995:
Net asset value per share
($77,248,295 DIVIDED BY
10,399,006 shares) $7.43
-----------
-----------
Offering price per share (net asset
value plus sales commission)
(1000/970 x $7.43) $7.66
-----------
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995

INVESTMENT INCOME:
Income:

Dividends $1,486,304
Interest 132,170
Security litigation settlement 17,357
----------
Total income 1,635,831
Expenses:
Advisory fee (Note 4) 378,693
Transfer agent fee (Note 4) 224,896
Shareholder communications 34,162
Data processing service (Note 5) 30,736
Custodian fee 25,613
Legal services 25,608
Audit fees 21,007
Insurance 17,688
Taxes 15,703
Registration fees 7,101
----------
Total expenses 781,207
----------
Fees paid indirectly (Note 5) (30,736)
----------
Net expenses 750,471
----------
NET INVESTMENT INCOME 885,360
----------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS:

Net realized gain (Note 3) 12,273,181
Unrealized appreciation on
investments:
Beginning of year $2,161,922
End of year 8,130,234
----------

Net change in unrealized
appreciation on investments 5,968,312
----------
NET GAIN ON INVESTMENTS 18,241,493
----------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS $19,126,853
----------
----------

</TABLE>

C-156

<PAGE>

AMWAY MUTUAL FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------
1995 1994
----------- -----------
<S> <C> <C>
NET ASSETS FROM OPERATIONS:

Net investment income $ 885,360 $ 268,611

Net realized gain on investments 12,273,181 2,751,964

Net increase (decrease) in unrealized
appreciation 5,968,312 (6,893,752)
----------- -----------

Net increase (decrease) in net assets resulting
from operations 19,126,853 (3,873,177)
----------- -----------

DISTRIBUTIONS TO SHAREHOLDERS:

Net investment income (909,904) (244,772)

Net realized gain from investment transactions (12,305,317) (2,774,081)
----------- -----------
Total distributions to shareholders (13,215,221) (3,018,853)
----------- -----------
CAPITAL SHARE TRANSACTIONS (Notes 2 and 4):

Net proceeds from sale of shares 13,441,433 11,827,075

Net asset value of shares issued to shareholders
in reinvestments of investment income and
realized gain from security transactions 12,658,471 2,891,191
----------- -----------
26,099,904 14,718,266

Payment for shares redeemed (13,684,375) (10,645,747)
----------- -----------
Net increase in net assets derived from capital
share transactions 12,415,529 4,072,519

Net total increase (decrease) 18,327,161 (2,819,511)

NET ASSETS:

Beginning of year 58,921,134 61,740,645
----------- -----------
End of year (includes undistributed
(overdistributed) net investment
income of ($20,841) and $3,703, respectively) $77,248,295 $58,921,134
----------- -----------
----------- -----------
</TABLE>

NOTES TO FINANCIAL STATEMENTS

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

The Company is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company.

(A) Security Valuation--Investments in securities listed or admitted to trading
on a national securities exchange are valued at their last reported sale
price before the time of valuation. If a security is traded only in the
over-the-counter market, or if no sales have been reported for a listed
security on that day, it will be valued at the mean between the current
closing bid and ask prices. Securities for which market quotations are not
readily available, including any restricted securities (none at December
31, 1995), and other assets of the Fund are valued at fair market value as
determined in good faith by the Fund's Board of Directors.

(B) Federal Income Taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to make distributions of income and capital gains
sufficient to relieve it from substantially all federal income taxes.

(C) Security Transactions and Related Investment Income--Security transactions
are accounted for on the trade date and dividend income is recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.
Realized gains and losses from security transactions and unrealized
appreciation and depreciation of investments are reported on a specific
identification basis. Dividends and distributions to shareholders are
recorded by the Fund on the ex-dividend date.

C-157

<PAGE>

AMWAY MUTUAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 2--CAPITAL STOCK

At December 31, 1995, there were 20,000,000 shares of $1.00 par value capital
stock authorized. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------
1995 1994
<S> <C> <C>
Shares:
Outstanding, beginning of year 8,566,411 8,007,216
---------- ----------
Sold 1,917,496 1,543,342
Issued in payment of dividends 1,734,037 428,960
---------- ----------
3,651,533 1,972,302
Redeemed 1,818,938 1,413,107
---------- ----------
Net increase for the year 1,832,595 559,195
---------- ----------
Outstanding, end of year 10,399,006 8,566,411
---------- ----------
---------- ----------

</TABLE>

NOTE 3--INVESTMENT TRANSACTIONS

At December 31, 1995, the cost of investments owned was $67,517,642 for federal
income tax purposes. Aggregate gross unrealized gains on securities in which
there was an excess of market value over tax cost were $8,729,014. Aggregate
gross unrealized losses on securities in which there was an excess of tax cost
over market value were $657,646. Net unrealized gains for tax purposes were
$8,071,368 at December 31, 1995.

Realized gains from sales of investments were determined on the basis of
specific identification. For tax purposes, gains of $12,323,900 were realized on
investments.

For the year ended December 31, 1995, cost of purchases and proceeds from sales
of investments, other than corporate short-term notes, aggregated $119,335,736
and $117,814,475, respectively.

NOTE 4--INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The investment advisory and service contract between the Fund and Amway
Management Company provides for an annual investment advisory and management
fee, computed daily and payable quarterly, of .55 of 1% of total net assets. The
advisory fees incurred by the Fund amounted to $378,693 in 1995. Under the
Principal Underwriter Agreement between the Fund and Amway Management Company,
the adviser receives a net commission for the distribution of the Fund's shares.
This commission amounted to $406,631 in 1995.

Amway Stock Transfer Co. acts as the Fund's agent for transfer of the Fund's
shares and disbursement of the Fund's distributions. The transfer agent fee
incurred by the Fund amounted to $224,896 in 1995.

Certain officers and directors of the Fund are affiliated with the investment
adviser and stock transfer agent.

The officers serve without compensation from the Fund. Directors' fees,
amounting to $13,500 in 1995, were paid by Amway Management Company, the Fund's
investment adviser. The director's payments consist of an annual retainer plus a
per meeting fee.

C-158

<PAGE>

AMWAY MUTUAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS
(Concluded)

NOTE 5--DATA PROCESSING SERVICE

Portfolio accounting services for the Fund in the amount of $30,736 are paid for
through the use of directed brokerage commissions.

NOTE 6--EVENT SUBSEQUENT TO DECEMBER 31, 1995

A certain class of distributors of Amway Corporation and Amway of Canada, Ltd.
(Corporations) received from each Corporation part of its distributor's profit-
sharing bonus in Amway Mutual Fund, Inc. common stock shares. On January 11,
1996, the Corporations purchased 1,702,736 Amway Mutual Fund shares valued at
$12,515,107 (based on the net asset value of $7.35 per share) and transferred
the shares to these distributors.

SELECTED PER SHARE DATA AND RATIOS
(Selected data for each share of capital stock outstanding throughout each
period.)

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1995* 1994 1993 1992 1991 1990 1989 1988 1987 1986
----- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $6.88 $7.71 $7.57 $8.11 $6.82 $7.26 $6.49 $7.87 $7.82 $6.84
Income from investment
operations:

Net investment income .10 .03 .02 .02 .06 .08 .16 .16 .13 .12

Net gain (loss) on securities 1.98 (.49) .78 .10 2.65 (.01) 1.93 .36 .47 .98
----- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total from investment
operations 2.08 (.46) .80 .12 2.71 .07 2.09 .52 .60 1.10
----- ---- ---- ---- ---- ---- ---- ---- ---- ----
Distributions:

Dividends (from net
investment income) .11 .03 .02 .02 .06 .08 .16 .15 .13 .12
Distributions (from
capital gains) 1.42 .34 .64 .64 1.36 .43 1.16 1.75 .42 --
----- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total distributions 1.53 .37 .66 .66 1.42 .51 1.32 1.90 .55 .12
----- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net Asset Value,
end of period $7.43 $6.88 $7.71 $7.57 $8.11 $6.82 $7.26 $6.49 $7.87 $7.82

Total Return** 30.55% (5.87%) 10.85% 1.77% 41.81% 1.01% 32.83% 6.89% 8.02% 16.03%

Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $77,248 $58,921 $61,741 $55,342 $53,238 $38,286 $39,029 $31,274 $32,765 $34,788

Ratio of expenses to
average net assets*** 1.1% 1.1% 1.1% 1.1% 1.1% 1.2% 1.2% 1.3% 1.1% 1.2%

Ratio of net income to
average net assets 1.2% .4% .2% .3% .7% 1.1% 2.0% 1.9% 1.4% 1.4%

Portfolio turnover rate 173.3% 78.1% 91.5% 136.5% 160.4% 171.1% 14.6% 135.5% 15.3% 21.6%

Average commission
rate per share $.0598 $.0597 $.0682 $.0691 $.0697 $.0708 $.0684 $.0672 $.0669 $.0787

</TABLE>

*Effective May 1, 1995 Ark Asset Management Co., Inc. entered into a Sub-
Advisory Agreement with the Fund. Kemper Financial Services previously
served as the Fund's sub-advisor.

** Total return does not reflect the effect of the sales charge.

*** The Fund's portfolio accounting services expense in the amount of $2,500
per month ($30,000 annual base fee) was paid through the use of directed
brokerage commissions. Ratio reflects fees paid with brokerage commissions
only for calendar years ended December 31, 1995.

C-159
<PAGE>

AMWAY MUTUAL FUND, INC.
INDEPENDENT AUDITORS' REPORT

To the Shareholders and
Board of Directors
Amway Mutual Fund, Inc.
Ada, Michigan

We have audited the accompanying statement of assets and liabilities of Amway
Mutual Fund, Inc., including the schedule of portfolio investments, as of
December 31, 1995, the related statement of operations for the year then ended,
the statement of changes in net assets for each of the two years in the period
then ended and the selected per share data and ratios for each of the ten years
in the period then ended. These financial statements and per share data and
ratios are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and per share data and
ratios based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and per share data
and ratios are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and selected per share data and ratios. Our procedures included
confirmation of securities owned as of December 31, 1995 by correspondence with
the custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement and selected per share data and
ratios presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements and selected per share data and ratios
referred to above present fairly, in all material respects, the financial
position of Amway Mutual Fund, Inc. as of December 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the selected per share data and
ratios for each of the ten years in the period then ended in conformity with
generally accepted accounting principles.

BDO SEIDMAN, LLP
Certified Public Accountants

Grand Rapids, Michigan
January 5, 1996

C-160

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN

(As of January 1, 1989)

C-161

<PAGE>

TABLE OF CONTENTS

Page
----
<TABLE>
<CAPTION>
<S> <C>

ARTICLE I - DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . . 1

1.1 HISTORY OF PLAN AND TRUST . . . . . . . . . . . . . 1
1.2 THIS DOCUMENT . . . . . . . . . . . . . . . . . . . . 1
1.3 ADOPTING EMPLOYERS. . . . . . . . . . . . . . . . . . 2

ARTICLE II - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III - ELIGIBILITY AND PARTICIPATION. . . . . . . . . . . . . . . 8

3.1 ELIGIBLE EMPLOYEES. . . . . . . . . . . . . . . . . . 8
3.2 DATE OF PARTICIPATION . . . . . . . . . . . . . . . . 8
3.3 SERVICE WITH A PREDECESSOR EMPLOYER . . . . . . . . . 8
3.4 PARTICIPATION BY OWNER-EMPLOYEES. . . . . . . . . . . 8
3.5 PARTICIPATION AFTER REEMPLOYMENT. . . . . . . . . . . 9

ARTICLE IV - EMPLOYER DISCRETIONARY CONTRIBUTIONS . . . . . . . . . . . 9

4.1 THIS ARTICLE GENERALLY. . . . . . . . . . . . . . . . 9
4.2 EMPLOYER DISCRETIONARY CONTRIBUTIONS. . . . . . . . . 9
4.3 TIME FOR PAYMENT OF CONTRIBUTIONS . . . . . . . . . . 10
4.4 CONTRIBUTIONS BY LEASING ORGANIZATIONS. . . . . . . . 10
4.5 NONREVERSION OF EMPLOYER CONTRIBUTIONS. . . . . . . . 10
4.6 LIMITS ON ANNUAL ADDITIONS. . . . . . . . . . . . . . 11

ARTICLE V - PARTICIPANTS' ACCOUNTS . . . . . . . . . . . . . . . . . . 11

5.1 ESTABLISHMENT OF ACCOUNTS . . . . . . . . . . . . . . 11
5.2 VESTED PORTION OF ACCOUNTS. . . . . . . . . . . . . . 11
5.3 ROLLOVERS AND TRANSFERS FROM QUALIFIED PLANS. . . . . 11
5.4 ADJUSTMENT FOR ERRORS . . . . . . . . . . . . . . . . 12

ARTICLE VI - INVESTMENT AND VALUATION OF ACCOUNTS . . . . . . . . . . . 12

6.1 INVESTMENT OF ACCOUNTS. . . . . . . . . . . . . . . . 12
6.2 VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . 13

C-162

<PAGE>

ARTICLE VII - DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . 13

7.1 TIME OF DISTRIBUTION. . . . . . . . . . . . . . . . . 13
7.2 AMOUNT OF DISTRIBUTION. . . . . . . . . . . . . . . . 14
7.3 METHOD OF DISTRIBUTION IN THE EVENT OF TERMINATION
OTHER THAN DEATH. . . . . . . . . . . . . . . . . . . 15
7.4 METHOD OF DISTRIBUTION IN THE EVENT OF DEATH. . . . . 15
7.5 CASH-OUT OF SMALL BENEFITS. . . . . . . . . . . . . . 17
7.6 DISTRIBUTIONS PURSUANT TO A QUALIFIED
DOMESTIC RELATIONS ORDER. . . . . . . . . . . . . . . 17
7.7 ELECTION OF BENEFITS. . . . . . . . . . . . . . . . . 18
7.8 TRANSITION RULE . . . . . . . . . . . . . . . . . . . 18
7.9 ELIGIBLE ROLLOVER DISTRIBUTIONS . . . . . . . . . . . 19

ARTICLE VIII - WITHDRAWALS DURING EMPLOYMENT. . . . . . . . . . . . . . . 21

8.1 WITHDRAWALS GENERALLY . . . . . . . . . . . . . . . . 21
8.2 WITHDRAWAL OF NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS. . 21

ARTICLE IX - LIMITATIONS ON ANNUAL ADDITIONS. . . . . . . . . . . . . . 21

9.1 EMPLOYER WITH SINGLE PLAN . . . . . . . . . . . . . . 21
9.2 EMPLOYER WITH MULTIPLE MASTER PLANS . . . . . . . . . 23
9.3 EMPLOYER WITH OTHER INDIVIDUALLY DESIGNED PLAN. . . . 24
9.4 EMPLOYER WITH DEFINED BENEFIT PLAN. . . . . . . . . . 24
9.5 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE X - FIDUCIARIES. . . . . . . . . . . . . . . . . . . . . . . . 27

10.1 DESIGNATION OF FIDUCIARIES . . . . . . . . . . . . . 27
10.2 EFFECT OF ASSISTANCE . . . . . . . . . . . . . . . . 28
10.3 DIRECTIONS TO TRUSTEE. . . . . . . . . . . . . . . . 28

ARTICLE XI - TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . 29

11.1 GOOD FAITH ACTION. . . . . . . . . . . . . . . . . . 29
11.2 ANNUAL ACCOUNTS. . . . . . . . . . . . . . . . . . . 29
11.3 RELIANCE ON INFORMATION. . . . . . . . . . . . . . . 29

C-163

<PAGE>

11.4 STANDARD OF CARE . . . . . . . . . . . . . . . . . . 30
11.5 POWERS OF TRUSTEE. . . . . . . . . . . . . . . . . . 30
11.6 TRUSTEE'S FEES AND EXPENSES. . . . . . . . . . . . . 30
11.7 PAYMENT OF TAXES . . . . . . . . . . . . . . . . . . 31
11.8 REMOVAL OR RESIGNATION . . . . . . . . . . . . . . . 31
11.9 TRANSFERS FROM PRIOR TRUSTEE . . . . . . . . . . . . 31

ARTICLE XII - TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . 31

12.1 EXCLUSIVE BENEFITS OF TRUST. . . . . . . . . . . . . 31
12.2 NO EMPLOYER INTEREST . . . . . . . . . . . . . . . . 32
12.3 UNINVESTED FUNDS . . . . . . . . . . . . . . . . . . 32
12.4 TYPES OF INVESTMENTS . . . . . . . . . . . . . . . . 32

ARTICLE XIII - APPLICATION FOR BENEFITS AND APPEAL PROCEDURE. . . . . . . 32

13.1 STANDARD PROCEDURES. . . . . . . . . . . . . . . . . 32
13.2 REVIEW OF DECISIONS. . . . . . . . . . . . . . . . . 33

ARTICLE XIV - TERMINATION OR AMENDMENT . . . . . . . . . . . . . . . . . 34

14.1 AMENDMENT OR TERMINATION BY SPONSOR. . . . . . . . . 34
14.2 TERMINATION BY EMPLOYER. . . . . . . . . . . . . . . 34
14.3 AMENDMENT BY EMPLOYER. . . . . . . . . . . . . . . . 35
14.4 LIMITATIONS ON AMENDMENTS AND TERMINATIONS. . . . . 35

ARTICLE XV - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 36

15.1 AGE. . . . . . . . . . . . . . . . . . . . . . . . . 36
15.2 CONSTRUCTION . . . . . . . . . . . . . . . . . . . . 36
15.3 EMPLOYMENT RIGHTS. . . . . . . . . . . . . . . . . . 36
15.4 SPENDTHRIFT PROVISION. . . . . . . . . . . . . . . . 36
15.5 MERGER OR CONSOLIDATION. . . . . . . . . . . . . . . 36
15.6 PROHIBITED TRANSACTIONS. . . . . . . . . . . . . . . 36
15.7 AGENT FOR SERVICE OF PROCESS . . . . . . . . . . . . 37
15.8 FAILURE TO MAINTAIN QUALIFIED STATUS . . . . . . . . 37
15.9 UNIFORMITY OF TREATMENT. . . . . . . . . . . . . . . 37
15.10 ERISA. . . . . . . . . . . . . . . . . . . . . . . . 37
15.11 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . 37

SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

</TABLE>

C-164

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN

-----------------------------

ARTICLE I

DECLARATION OF TRUST

1.1 HISTORY OF PLAN AND TRUST.

AMWAY MUTUAL FUND, INC., a regulated investment company organized
under the laws of the state of Delaware ("Sponsor"), and MICHIGAN NATIONAL BANK,
a national banking association ("Trustee"), established the AMWAY DISTRIBUTORS
SELF-EMPLOYED INDIVIDUALS TAX PROFIT-SHARING TRUST ("Master Plan").

The Master Plan was established effective as of November 19, 1973 and
has been periodically amended. It was most recently amended and restated as of
January 1, 1985, under the name of the AMWAY MUTUAL FUND MASTER PROFIT-SHARING
TRUST, and was subsequently amended by a First Amendment dated February 22,
1990.

Pursuant to the Master Plan, Trustee has established a Trust Fund.
The Trust Fund consists of contributions by Employers which have adopted the
Master Plan. The Trust Fund shall also include the earnings, gains and losses
that occur from the investment of the Trust Fund.

1.2 THIS DOCUMENT.

By this document, Sponsor and Trustee are amending and restating the
Master Plan as of January 1, 1989. The amended and restated Master Plan is
called the AMWAY MUTUAL FUND MASTER PROFIT-SHARING PLAN. It is intended to meet
the requirements of Sections 401(a) and (d) and 501(a) of the Code.

Generally, the provisions of the amended and restated Master Plan
shall only apply to a Participant who terminates employment on or after January
1, 1989. If a Participant terminates employment before January 1, 1989, his
rights and benefits shall be determined under the Master Plan in effect on his
termination date, except as specifically provided.

Effective as of September 1, 1993, the Sponsor of the Master Plan
shall be Amway Management Company and the Master Plan shall be called the AMWAY
MANAGEMENT COMPANY MASTER PROFIT-SHARING PLAN.

1.3 ADOPTING EMPLOYERS.

An Employer may use this Master Plan to establish a Plan for its
Employees by entering into a Joinder Agreement with Trustee. The Employer may
vary the terms and conditions of its Plan to the extent of the optional
provisions of the Joinder Agreement.

C-165

<PAGE>

Notwithstanding any other provision, an Employer may not adopt the
Master Plan as an amendment of a prior plan if that prior plan permitted a form
of distribution other than lump sum payments or installment payments.

ARTICLE II
DEFINITIONS

The following terms used in the Master Plan and in any Joinder
Agreement shall have the meanings described in this Article, unless the context
clearly indicates another meaning. All references in the Master Plan to specific
Articles or Sections shall refer to Articles or Sections of the Master Plan,
unless otherwise stated.

2.1 ACCOUNTS.

"Accounts" means, except as otherwise provided, all accounts
maintained to record the interest of a Participant in the Plan.

2.2 BENEFICIARY.

"Beneficiary" means the person or persons, trust or entity designated
under Section 7.4 to receive a benefit after the death of a Participant.

2.3 CODE.

"Code" means the Internal Revenue Code of 1986, as amended.

2.4 COMPENSATION.

"Compensation" means compensation as defined in Section 414(s) of the
Code.

(a) ITEMS INCLUDED. Compensation shall include all salary,
hourly wages, overtime, incentive pay, bonuses and commissions that are actually
paid to a Participant by the Employer during a Plan Year for personal services
provided by the Participant. For any Self-Employed Individual covered under the
Plan, Compensation means Earned Income. Other than for

C-166
<PAGE>

purposes of Article IX, Compensation shall include pay reduction
contributions made on behalf of a Participant to a plan under Section 401(k)
or Section 125 of the Code.

(b) ITEMS EXCLUDED. Compensation shall exclude any
extraordinary or nonrecurring Compensation such as (i) payments under the Plan
or any other employee benefit plan; or (ii) the taxable portion of any noncash
fringe benefit.

(c) DOLLAR LIMIT. Effective for Plan Years beginning on or
after January 1, 1989, Compensation of each Participant in a Plan Year shall be
limited to the maximum amount permitted by Section 401(a)(17) of the code (the
"Dollar Limit").

(i) For Plan Years beginning before 1994, the Dollar
Limit shall be $200,000. The $200,000 maximum shall be increased at the same
time and in the same manner as adjustments under Section 415(d) of the Code.

(ii) For Plan Years beginning after 1993, the Dollar Limit
shall be $150,000. The $150,000 maximum shall be increased at the same time and
in the same manner as adjustments under Section 415(d) of the Code, except that
any increases shall be rounded to the next lowest multiple of $10,000.

Further, effective for Plan Years beginning on or after January
1, 1990, the Compensation during the Plan Year of the Participant, the
Participant's spouse and lineal descendants under age 19 shall be aggregated for
purposes of the Dollar Limit. If the Dollar Limit is exceeded, then the Dollar
Limit shall be prorated among the affected individuals in proportion to each
individual's Compensation as determined under this Section prior to the
application of the Dollar Limit.

2.5 EARNED INCOME.

"Earned Income" means net earnings from self-employment in the trade
or business with respect to which the Master Plan is established, provided that
the personal services of individuals are a material income-producing factor.
Net earnings will be determined without regard to items not included in gross
income and the deductions allocable to such items.

Net earnings are reduced by contributions by an Employer to a
Qualified Plan to the extent deductible under Section 404 of the Code. Further,
for Plan Years beginning on or after January 1, 1990, net earnings shall be
reduced by the deduction allowed under Section 164(f) of the Code.

C-167
<PAGE>

2.6 EMPLOYEE.

"Employee" means any common-law employee or Leased Employee of the
Employer or a Related Employer. "Employee" also means any Self-Employed
Individual or Owner-Employee.

An independent contractor is not an Employee. Further, a Leased
Employee shall not be treated as an Employee of Employer if:

(a) The Leased Employee is covered by a money purchase pension
plan providing:

(i) A nonintegrated employer contribution rate equal to at
least 10% of the Leased Employee's compensation. For this purpose,
"compensation" includes amounts described in Section 9.5(b), plus any pay
reduction contributions which are excludable from the Employee's gross income
under Sections 125, 402(a)(8), 402(h) or 403(b) of the Code;

(ii) Immediate participation; and

(iii) Full and immediate vesting; and

(b) Leased employees constitute less than 20% of the Employer's
"nonhighly compensated work force," as defined in Section 414(n)(5)(C)(ii) of
the Code.

2.7 EMPLOYER.

"Employer" shall mean a corporation, partnership or proprietorship
which adopts the Master Plan by signing a Joinder Agreement.

2.8 EMPLOYER CONTRIBUTION.

"Employer Contribution" or "Employer Discretionary Contribution" means
an Employer contribution to a Plan under Section 4.2.

2.9 EMPLOYER CONTRIBUTION ACCOUNT.

"Employer Contribution Account" means the account maintained for a
Participant recording the total Employer Contributions on his behalf under
Section 4.2, adjusted as provided in Article VI.

C-168

<PAGE>

2.10 ERISA.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

2.11 JOINDER AGREEMENT.

"Joinder Agreement" means the written document used by an Employer to
adopt the Master Plan or amend its prior adoption of the Master Plan (or one of
its predecessors).

2.12 LEASED EMPLOYEE.

"Leased Employee" means any person who is not a common-law employee of
the Employer and who performs services for the Employer under the following
circumstances:

(a) The services are pursuant to an agreement between a leasing
organization and the Employer;

(b) The person performs the services for the Employer (or
Related Employers) on a substantially full-time basis for at least one year; and

2.13 MASTER PLAN.

"Master Plan" means the AMWAY MUTUAL FUND MASTER PROFIT-SHARING PLAN.
However, effective as of September 1, 1993, "Master Plan" means the AMWAY
MANAGEMENT COMPANY MASTER PROFIT-SHARING PLAN.

2.14 MUTUAL FUND.

"Mutual Fund" means Amway Mutual Fund, Inc.

2.15 NONDEDUCTIBLE EMPLOYEE CONTRIBUTION ACCOUNT.

"Nondeductible Employee Contribution Account" means the account
maintained for a Participant recording his total voluntary after-tax
contributions made under the prior provisions of the Master Plan, adjusted as
provided in Article VI.

C-169

<PAGE>

2.16 NORMAL RETIREMENT AGE.

"Normal Retirement Age" means the earlier of the following:

(a) The Participant attains age 65; or

(b) The Participant is at least age 591/2 and has participated
in the Plan for at least five years.

2.17 OWNER-EMPLOYEE.

"Owner-Employee" means a sole proprietor, or a partner owning more
than 10% of either the capital or profits interest of the Employer.

2.18 PARTICIPANT.

"Participant" means an Employee who has met the requirements for
participation under Article III.

2.19 PLAN.

"Plan" means the Plan established by an Employer signing a Joinder
Agreement.

2.20 PLAN ADMINISTRATOR.

"Plan Administrator" means the named fiduciary responsible for the
operation and administration of the Plan. The Employer shall be the Plan
Administrator.

2.21 PLAN YEAR.

"Plan Year" means the 12-consecutive-month period coinciding with the
Employer's taxable year.

2.22 QUALIFIED DOMESTIC RELATIONS ORDER.

"Qualified Domestic Relations Order" means a qualified domestic
relations order under Section 414(p) of the Code. The Plan Administrator shall
determine whether a judicial order which requires the payment of Plan benefits
to an alternate payee is a Qualified Domestic Relations Order.

C-170
<PAGE>

2.23 QUALIFIED PLAN.

"Qualified Plan" means a retirement plan meeting the requirements of
Sections 401(a) and 501(a) of the Code.

2.24 RELATED EMPLOYER.

"Related Employer" means (a) any member of a controlled group of
corporations in which the Employer is a member, as defined in Section 414(b) of
the Code; (b) any other trade or business which is under common control of or
with the Employer, as defined in Section 414(c) of the Code; (c) any member of
an affiliated service group with the Employer, as defined in Section 414(m) of
the Code; and (d) any other entity required to be aggregated with the Employer
pursuant to regulations under Section 414(o) of the Code.

2.25 SELF-EMPLOYED INDIVIDUAL.

"Self-Employed Individual" means an individual who has Earned Income
from the trade or business for which the Plan is established and an individual
who would have had Earned Income but for the fact the trade or business had no
net profits for the taxable year.

2.26 SPONSOR.

"Sponsor" means Amway Mutual Fund, Inc. However, effective as of
September 1, 1993, "Sponsor" means Amway Management Company.

2.27 SPOUSE.

"Spouse" means the person to whom a Participant is legally married. A
former spouse shall be treated as a Spouse to the extent provided in a Qualified
Domestic Relations Order.

2.28 TOTAL DISABILITY.

"Total Disability" means a total and permanent inability of the
Participant to perform the duties of his employment, as a result of a physical
or mental condition of the Participant. The existence of a Total Disability
shall be established by the certification of a physician or physicians selected
by the Plan Administrator, unless the Plan Administrator determines that an
examination is unnecessary.

2.29 TRUST OR TRUST FUND.

"Trust" or "Trust Fund" means the assets held under the Master Plan.

C-171

<PAGE>

2.30 TRUSTEE.

"Trustee" means Michigan National Bank, or its successor in interest.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBLE EMPLOYEES.

Each Employee of Employer or a Related Employer shall be eligible to
participate in the Plan on the date provided in Section 3.2.

3.2 DATE OF PARTICIPATION.

Each Employee eligible under Section 3.1 shall become a Participant on
the date he completes one Year of Service or the date the Plan is established,
whichever is later. Prior to January 1, 1994, a Year of Service means 12 months
of employment with Employer or a Related Employer (while related), whether or
not consecutive. However, effective as of January 1, 1994, for this purpose, a
Year of Service shall be defined in the Employer's Joinder Agreement.

3.3 SERVICE WITH A PREDECESSOR EMPLOYER.

If the Employer maintains the plan of a predecessor employer, service
for that predecessor employer shall be considered for purposes of determining if
the Employee has completed a Year of Service.

3.4 PARTICIPATION BY OWNER-EMPLOYEES.

Notwithstanding the provisions of Section 3.1, no Owner-Employer may
become a Participant in the Plan if the Owner-Employee, either alone or as part
of a group of two or more Owner-Employees, (a) controls both the business to
which this Plan applies and another unincorporated trade or business, unless a
plan is established with respect to the other trade or business and that plan
when taken together with this Plan would form a single plan which would satisfy
the requirements of Sections 401(a) and (d) of the Code with respect to the
employees of this and all other trades or businesses; or (b) does not control
the business to which this Plan applies but does control another unincorporated
trade or business, unless a plan is established with respect to that trade or
business which satisfies the requirements of Sections 401(a) and (d) of the Code
and provides contributions and benefits which are not less favorable than the
contributions and benefits provided the Owner-Employees under this Plan.

C-172

<PAGE>

As used in this Section, "control" means ownership of more than 50% of
the trade or business involved. The provisions of this paragraph do not apply
where the only persons who would be covered by a plan for the other
unincorporated trade or business would be the Owner-Employee or a group of
Owner-Employees who control the other unincorporated trade or business. For
purposes of the preceding sentence, an Owner-Employee, or two or more
Owner-Employees, shall be treated as owning any interest in a partnership
which is owned, directly or indirectly, by a partnership which such
Owner-Employee, or such two or more Owner-Employees, are considered
to control within the meaning of the preceding sentence.

3.5 PARTICIPATION AFTER REEMPLOYMENT.

An Employee who terminates employment after becoming a Participant
shall again be a Participant immediately upon being rehired by the Employer.

ARTICLE IV

EMPLOYER DISCRETIONARY CONTRIBUTIONS

4.1 THIS ARTICLE GENERALLY.

An Employer shall contribute to the Trust Fund on behalf of each
Participant in accordance with this Article, subject to the limitations of the
Master Plan.

Employer Contributions may be made without regard to whether Employer
has current or accumulated profits. However, the Plan shall be considered a
profit-sharing plan for purposes of Sections 401(a), 402, 412 and 417 of the
Code.

The Employer Contribution for any Plan Year shall not exceed the
maximum deductible contribution to the Plan under Section 404 of the Code.
Generally, this amount is 15% of the Participants' Compensation.

4.2 EMPLOYER DISCRETIONARY CONTRIBUTIONS.

(a) AMOUNT OF CONTRIBUTION. For each Plan Year, an Employer may
make a Discretionary Contribution to the Trust Fund. The Employer shall
determine the amount of any Discretionary Contribution. No Employer
Discretionary Contribution is required.

C-173

<PAGE>

(b) ELIGIBILITY TO SHARE IN ALLOCATION. As of the last
Valuation Date of the Plan Year, Trustee shall allocate the Employer's
Discretionary Contribution for the Plan Year among all Participants who have
Compensation from Employer during the Plan Year.

(c) ALLOCATION PROCEDURE. The amount of the Employer
Discretionary Contribution allocated to an eligible Participant shall be based
on the ratio that the Participant's Compensation for the Plan Year bears to the
total Compensation of all eligible Participants for the Plan Year.

Trustee shall allocate the Employer Discretionary Contribution
for each Plan Year as soon as administratively feasible after receiving the
contribution. The Plan Administrator shall deliver to Trustee the information
necessary to perform the allocation.

4.3 TIME FOR PAYMENT OF CONTRIBUTIONS.

The Employer Contribution for a Plan Year shall be made within the
time prescribed for filing the Employer's federal income tax return for the Plan
Year, including extensions.

4.4 CONTRIBUTIONS BY LEASING ORGANIZATIONS.

If a Leased Employee is a Participant in an Employer's Plan and a
Qualified Plan maintained by a leasing organization, any contributions by the
leasing organization to its Qualified Plan with regard to services provided by
the Leased Employee for the Employer shall be treated as Employer Contributions
for purposes of Section 4.2.

4.5 NONREVERSION OF EMPLOYER CONTRIBUTIONS.

The Employer shall have no direct or indirect interest in the Trust
Fund, except as follows:

(a) The Trust Fund may be used to defray the reasonable expenses
of administering the Plan and Trust Fund.

(b) If any contribution is conditioned on its deductibility
under Section 404 of the Code and all or part of the contribution is not
deductible, the portion which is not deductible may be returned to the Employer
within one year after it is determined not to be deductible.

C-174

<PAGE>

(c) If a contribution is made by the Employer under a mistake of
fact, the portion of the contribution resulting from the mistake of fact may be
returned to the Employer within one year after the date of payment.

4.6 LIMITS ON ANNUAL ADDITIONS.

The amount allocated to a Participant under this Article is subject to
the limits on annual additions described in Article IX.

ARTICLE V

PARTICIPANTS' ACCOUNTS

5.1 ESTABLISHMENT OF ACCOUNTS.

Trustee shall establish and maintain an Employer Contribution Account
for each Participant. If a Participant or an eligible Employee rolls over or
transfers a distribution from another Qualified Plan under Section 5.3, Trustee
shall also establish a Rollover Account in the Participant's name.

Effective for Plan Years beginning on or after January 1, 1989, no
nondeductible employee contributions are permitted under the Master Plan.
However, Trustee shall maintain a Nondeductible Employee Contribution Account
for each affected Participant to record any contributions made during the period
those types of contributions were permitted.

The maintenance of separate Accounts shall be for recordkeeping
purposes only. The Accounts shall be commingled for investment purposes.

5.2 VESTED PORTION OF ACCOUNTS.

Each Participant's interest in his Employer Contribution Account,
Rollover Account and Nondeductible Employee Contribution Account shall be at all
times fully vested and nonforfeitable.

5.3 ROLLOVERS AND TRANSFERS FROM OTHER QUALIFIED PLANS.

(a) ROLLOVERS. A Participant, or an eligible Employee who shall
be eligible to become a Participant upon satisfying the service requirement
under Section 3.2, may elect to roll over to Trustee a distribution from a
Qualified Plan.

C-175

<PAGE>

An amount may be rolled over under this Section only if the
Trustee receives the amount:

(i) Effective as of January 1, 1993, as a Direct Rollover
from another Qualified Plan;

(ii) Within 60 days after the Participant received the
amount as a lump sum distribution (as defined in Section 402(e)(4) of the Code)
from a Qualified Plan; or

(iii) Within 60 days after the Participant received the
amount from an individual retirement account which contains no assets other than
those representing employer contributions to a Qualified Plan and earnings on
those assets.

The amount rolled over shall be placed in a fully vested Rollover
Account on behalf of the Participant. The Rollover Account shall be adjusted
along with the Participant's other Accounts under Article VI.

(b) TRANSFERS. A Participant or an eligible Employee who shall
be eligible to become a Participant upon satisfying the service requirement
under Section 3.2, may also have his accrued benefit in a Qualified Plan
transferred directly to Trustee in a trustee-to-trustee transfer, unless the
transfer would cause the Plan to be deemed a "transferee plan" within the
meaning of Section 401(a)(B)(iii) of the Code.

5.4 ADJUSTMENT FOR ERRORS.

The Plan Administrator may direct Trustee to correct any error by any
making adjustments to the Participants' Accounts. The Employer may make an
additional or alternative contribution where appropriate to correct an error.
Any contribution made under this Section shall be allocated in a manner which
corrects the error.

ARTICLE VI

INVESTMENT AND VALUATION OF ACCOUNTS

6.1 INVESTMENT OF ACCOUNTS.

Prior to September 1, 1993, each Participant's Accounts shall be
invested in the Mutual Fund. However, effective as of September 1, 1993, each
Participant's Accounts shall be invested in the Mutual Fund and/or the Cash
Equivalent Fund. If a Participant fails to make an investment election, his
Accounts shall be invested in the Mutual Fund.

C-176

<PAGE>

Any investment election made by a Participant shall continue in effect
until changed by the Participant. A Participant may change his investment
election at any time by delivering a new written investment election to Sponsor
in advance. The change in investment election may apply to future
contributions, amounts already invested, or both.

The terms and conditions of making and changing investment elections
shall also be subject to any requirements imposed by the Mutual Fund and the
Cash Equivalent Fund.

6.2 VALUATION OF ACCOUNTS.

The Mutual Fund and the Cash Equivalent Fund shall be valued on each
business day. The value of a Participant's Accounts as of any date shall be the
number of shares of the Mutual Fund credited to a Participant's Accounts as of
that date, multiplied by the market value per share of the Mutual Fund, plus the
amount in the Cash Equivalent Fund credited to the Participant's Accounts as of
that date.

The Trustee shall provide each Participant with a statement regarding
the value of his Accounts as of the last day of each Plan Year and at other
times as agreed to by his Employer and Trustee.

ARTICLE VII

DISTRIBUTION OF BENEFITS

7.1 TIME OF DISTRIBUTION.

(a) GENERAL RULE. A Participant may request payment of benefits
at any time after his Total Disability, attainment of Normal Retirement Age, or
termination of employment with the Employer. The Participant's Beneficiary may
request payment of benefits at any time after the Participant's death.

Payment shall be made as soon as administratively feasible after
the date a written request for payment is received by the Employer.

(b) SIXTY-DAY RULE. Unless the Participant elects otherwise,
payment of benefits must begin within 60 days after the close of the Plan Year
in which the latest of the following occurs:

(i) The Participant attains the later of age 62 or Normal
Retirement Age;

C-177

<PAGE>

(ii) The Participant terminates his service with the
Employer; or

(iii) The tenth anniversary of the date the Participant
began participation in the Plan.

No distribution is required under this subsection if a Participant who is
eligible for a distribution fails to request a distribution. The Participant
shall be considered to have elected a deferred distribution.

(c) AGE 70 1/2 DISTRIBUTION RULE. Except as provided in Section
7.8, payment of benefits must begin no later than April 1 following the calendar
year in which the Participant attains age 70 1/2.

(d) EXCISE TAX ON EARLY DISTRIBUTIONS. If a Participant
receives a distribution from the Plan before the Participant attains age 591/2,
an excise tax equal to 10% of the amount of the distribution may be imposed on
the Participant, unless one of the following exceptions applies:

(i) The distribution is rolled over to an individual
retirement account or other Qualified Plan within 60 days after receipt;

(ii) The distribution is made as a result of the
Participant's termination of employment with the Employer after the Participant
attains age 55;

(iii) The distribution is made as a result of the
Participant's death;

(iv) The distribution is made as a result of the
Participant's disability within the meaning of Section 72(m)(7) of the Code;

(v) The distribution is used to pay deductible medical
expenses (medical expenses exceeding 71/2% of adjusted gross income); or

(vi) The distribution is made under a Qualified Domestic
Relations Order.

7.2 AMOUNT OF DISTRIBUTION.

The amount distributed to a Participant shall be the value of his
Accounts as of the date or dates his interest in the Mutual Fund is sold.

C-178

<PAGE>

7.3 METHOD OF DISTRIBUTION IN THE EVENT OF TERMINATION OTHER THAN
DEATH.

This Section shall apply if a Participant terminates employment for a
reason other than death.

(a) OPTIONAL METHODS OF PAYMENT. The Participant's Accounts
shall be distributed in one of the following ways:

(i) Lump sum payment;

(ii) Monthly installments or, effective as of January 1,
1993, other installments over a period not exceeding the Participant's life
expectancy or the joint life expectancies of the Participant and his
Beneficiary; or

(iii) A combination of the above methods of distribution.

(b) MINIMUM DISTRIBUTION REQUIREMENT. Notwithstanding any other
provision, the distribution under this Section shall satisfy the minimum
distribution requirements of Section 401(a)(9) of the Code, including the
incidental death benefit requirement of Section 401(a)(9)(G). The distribution
shall comply with the requirements under Treas. Reg. Section1.401(a)(9)-2.

7.4 METHOD OF DISTRIBUTION IN THE EVENT OF DEATH.

This Section shall apply if a Participant dies before the amount in
his Accounts is completely distributed.

(a) DEATH AFTER COMMENCEMENT OF BENEFITS. If the Participant
begins receiving a distribution of benefits from the Plan before his death and
the Participant dies after the required beginning date described in Section
7.1(c), the remaining amount in his Accounts shall be distributed to his
Beneficiary under the method of distribution elected by the Participant unless
the Beneficiary elects a more rapid form of distribution from the optional
methods of payment described in Section 7.3(a).

If the Participant begins receiving a distribution of benefits
from the Plan before his death and the Participant dies before the required
beginning date described in Section 7.1(c), the remaining amount in his Accounts
shall be distributed to his Beneficiary under the five-year rule described in
subsection (b).

(b) DEATH BEFORE COMMENCEMENT OF BENEFITS. If the Participant
dies before receiving any distribution of benefits from the Plan, the amount in
his Accounts shall be distributed to his Beneficiary. The distribution shall be
in the form elected by the Participant prior to his death. If no election has
been made, the form of distribution shall be elected by the Beneficiary from the
optional methods of payment described in Section 7.3(a). The distribution shall
be completed within five years after the death of the Participant, unless one of
the following two exceptions to the five-year rule applies:

C-179

<PAGE>

(i) The distributions are made in substantially equal
installments over a period not exceeding the life expectancy of the Beneficiary,
and distributions begin within one year after the Participant's death.

(ii) If the Beneficiary is the Participant's Spouse, the
distributions begin no later than the date on which the Participant would have
attained age 701/2 and are made over a period not exceeding the life expectancy
of the Spouse. If the Spouse dies before the distribution begins, subsequent
distributions shall be made as if the Spouse were the Participant.

If the Beneficiary elects to receive a distribution under one of the two
exceptions to the five-year rule, the Beneficiary must make the election no
later than the earlier of: December 31 of the calendar year in which
distributions would be required to begin under the two exceptions to the
five-year rule, or December 31 of the calendar year which contains the fifth
anniversary of the date of the death of the Participant.

(C) DESIGNATION OF BENEFICIARY. If the Participant is married
at the time of his death, the Beneficiary of any death benefits shall be the
Participant's Spouse, despite any designation to the contrary, unless the Spouse
consents to a different or additional Beneficiary. The Spouse's consent shall
be in writing and shall be witnessed by a Plan representative or a notary
public.

If the Participant is not married, the Participant may in writing
designate any person or persons as Beneficiary on a form provided by the Plan
Administrator. If the Participant is married but the Participant's Spouse has
consented to a different or additional Beneficiary, the Participant may in
writing designate that person as a Beneficiary. Subject to these rules, the
Participant may change the Beneficiary designation at any time by completing a
new form and filing it with the Plan Administrator.

The Plan Administrator shall determine the rights of any trustee
designated as a Beneficiary without responsibility for determining the validity,
existence or provisions of that trust, and shall not have responsibility for the
application of sums paid to that trustee or for the discharge of the trust.

If the Participant designates more than one Beneficiary and a
Beneficiary dies before benefit payments are completed, the heirs or estate of
the deceased Beneficiary shall not receive any benefits from the Plan. Instead,
the share payable to the deceased Beneficiary

C-180

<PAGE>

shall be paid to the Beneficiaries who are still living. Payment shall be
made in proportion to the shares otherwise payable to the living
Beneficiaries.

If the Participant fails to designate a Beneficiary or if no
Beneficiary survives the Participant, distribution shall be made in equal shares
to the members of the first of the classes listed below having a living member
on the date the distribution is payable. The classes, in order of priority, are
as follows:

(i) The Participant's Spouse; or

(ii) The Participant's estate.

The facts as shown by the records of the Plan Administrator at
the time of death shall be conclusive as to the identity of the proper payee,
and the records of Trustee shall be conclusive as to the amount properly
payable. The distribution made in accordance with such state of facts shall
constitute a complete discharge of all obligations under the provisions of the
Plan.

7.5 CASH-OUT OF SMALL BENEFITS.

If the Participant or his Beneficiary is eligible to receive a
distribution under this Article and the amount in the Participant's Accounts
does not exceed $3,500, the Plan Administrator shall distribute the amount to
the Participant or his Beneficiary in a lump sum. Payment shall be made as soon
as administratively feasible after the Participant's termination of employment
or death.

No distribution shall be made pursuant to this Section after the
Participant or his Beneficiary has begun to receive a distribution under this
Article in installment payments unless the Participant or Beneficiary consent,
in writing, to the distribution in the form of a lump sum.

7.6 DISTRIBUTIONS PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER.

Benefits payable to an alternate payee under a Qualified Domestic
Relations Order shall be paid in accordance with the terms of the order.
However, the order may not require a distribution which is impermissible under
the terms of the Plan and applicable law.

A Qualified Domestic Relations Order may provide for any method of
distribution described in Section 7.3. Alternatively, the order may provide for
a lump sum distribution of the alternate payee's benefits as soon as
administratively feasible after the order is entered by the court and recognized
by the Plan Administrator as a Qualified Domestic Relations Order. During the
time the alternate payee's interest remains in the Plan, it shall be invested in
the manner described in Section 6.1.

C-181

<PAGE>
Notwithstanding the provisions of the preceding paragraph, the
alternate payee's benefits shall be distributed only from the Participant's
Accounts. The amount distributed to the alternate payee shall not exceed the
amount in the Participant's Accounts.

7.7 ELECTION OF BENEFITS.

Except as otherwise provided in the Plan, the election of the method
of distribution of benefits shall be made by the Participant, if living, or by
his Beneficiary if the Participant is deceased. The election shall be made in
writing. The election may be revoked or changed, but may not be changed after
the first payment has been made without the consent of the Plan Administrator.
The Employer shall communicate the method of distribution to Trustee, and
Trustee may rely on such communication in making the distribution.

7.8 TRANSITION RULE.

Subject only to the distribution requirements of Sections 7.3(b) and
7.4(c), if applicable, a distribution on behalf of any Participant may be made
in accordance with the following requirements (regardless of when the
distribution commences):

(a) The distribution would not have disqualified the Plan under
Section 401(a)(9) of the Code as in effect before amendment by the Tax Reform
Act of 1984.

(b) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Plan is being
distributed or, if the Participant is deceased, by a Beneficiary of the
Participant.

(c) The designation was in writing, was signed by the
Participant or the Beneficiary and was made before January 1, 1984.

(d) The Participant had accrued a benefit under the Plan as of
December 31, 1983.

(d) The method of distribution designated by the Participant or
the Beneficiary specifies the time at which distributions shall commence, the
period over which distributions shall be made and, in the case of any
distribution upon the Participant's death, the Beneficiaries of the Participant
are listed in order of priority.

A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.

C-182

<PAGE>

For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Participant, or the Beneficiary, to whom
such distribution is being made shall be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirement in subsections (a) and (e) above.

If a designation is revoked, any subsequent distribution must
satisfy the requirements of Section 401(a)(9) of the Code, as amended. Any
changes in the designation shall be considered to be a revocation of the
designation. However, the mere substitution or addition of another Beneficiary
(one not named in the designation) under the designation shall not be considered
to be a revocation of the designation, so long as such distribution or addition
does not alter the period over which distributions are to be made under the
designation, directly or indirectly (for example, by altering the relevant
measuring life).

7.9 ELIGIBLE ROLLOVER DISTRIBUTIONS.

Effective as of January 1, 1993, if a Distributee receives an Eligible
Rollover Distribution from the Plan, the following rules supersede any other
provisions in this Article.

(a) NOTICE REQUIREMENT. No less than 30 days and no more than
90 days before a distribution, the Plan Administrator shall provide the
Distributee with a written explanation of:

(i) The rules under which the distribution may be paid in a
Direct Rollover to an Eligible Retirement Plan;

(ii) The rules that require income tax withholding if the
distribution is not paid in a Direct Rollover;

(iii) The rules under which the Distributee may roll over
the distribution within 60 days of receipt; and

(iv) Any other applicable tax rules.

However, the Distributee may elect to begin receiving benefits within 30
days after being provided the written notice, provided the Distributee is given
at least 30 days after receipt of the written notice to consider whether or not
to receive a Direct Rollover and the Distributee is clearly informed of this
right.

C-183

<PAGE>

(b) DIRECT ROLLOVER. The Distributee may elect a Direct
Rollover of the distribution to an Eligible Retirement Plan. However, the
Distributee's right to elect a Direct Rollover is subject to the following:

(i) A Direct Rollover shall not be permitted if the amount
of the distribution is less than $200;

(ii) A Distributee may elect a Direct Rollover of a portion
of the distribution and elect to receive the remaining amount, provided the
amount of the Direct Rollover is at least $500;

(iii) A Distributee may not elect a Direct Rollover to more
than one Eligible Retirement Plan; and

(iv) The Distributee shall supply the Plan Administrator
with any information the Plan Administrator reasonably requests in connection
with the Direct Rollover.

(c) INCOME TAX WITHHOLDING. Mandatory income tax withholding
shall apply to the portion of the Eligible Rollover Distribution for which the
Distributee does not elect a Direct Rollover.

(d) DEFINITIONS. The following definitions apply for purposes
of this Section:

(i) "DIRECT ROLLOVER" means the payment of an Eligible
Rollover Distribution by the Plan to an Eligible Retirement Plan specified by
the Distributee. However, for purposes of Section 5.3, a "Direct Rollover"
means the payment of an Eligible Rollover Distribution by another Qualified Plan
to the Plan.

(ii) "DISTRIBUTEE" means a Participant, the Participant's
Spouse or an alternate payee under a Qualified Domestic Relations Order.

(iii) "ELIGIBLE RETIREMENT PLAN" means an eligible
retirement plan, as defined in Section 401(a)(31) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. An Eligible Retirement Plan
includes an individual retirement account, an individual retirement annuity, an
annuity plan described in Section 403(a) of the Code and a Qualified Plan.
However, if an Eligible Rollover Distribution is made to a Spouse, an Eligible
Retirement Plan is an individual retirement account or an individual retirement
annuity.

C-184

<PAGE>

(iv) "ELIGIBLE ROLLOVER DISTRIBUTION" means an eligible
rollover distribution under Section 402(c)(4) of the Code. This includes any
distribution from a Participant's Accounts, except the following:

(A) A distribution that is required under Section
401(a)(9) of the Code;

(B) A distribution for a specified period of ten or
more years; or

(C) A distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (of life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and his Beneficiary.

ARTICLE VIII

WITHDRAWALS DURING EMPLOYMENT

8.1 WITHDRAWALS GENERALLY.

Except as provided in this Article and Sections 7.1(a) and (c), a
Participant may not receive a withdrawal or distribution from the Plan while the
Participant is actively employed by the Employer.

8.2 WITHDRAWAL OF NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS.

A Participant may withdraw all or any part of his nondeductible
employee contributions made before January 1, 1987, or the amount in his
Nondeductible Employee Contribution Account, whichever is less, by making a
written request to Trustee. Nondeductible employee contributions made after
1986 and any investment earnings relating to the nondeductible employee
contributions shall not be withdrawn.

ARTICLE IX

LIMITATIONS ON ANNUAL ADDITIONS

9.1 EMPLOYER WITH SINGLE PLAN.

If the Employer does not maintain, and has never maintained, any other
Qualified Plan or Welfare Benefit Fund or Individual Medical Benefit Account in
addition to this Plan, the contributions and the allocations made to the Plan
shall be subject to the provisions of this Section.

C-185

<PAGE>

(a) If an Employer does not maintain, and has never maintained,
any other Qualified Plan or Welfare Benefit Fund or Individual Medical Benefit
Account, the amount of annual additions which may be allocated under this Plan
on a Participant's behalf for a Limitation Year shall not exceed the lesser of
the Maximum Permissible Amount or any other limitation contained in this Plan.
If the Employer contribution that would otherwise be contributed or allocated to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated shall be reduced so that the Annual Additions for the Limitation Year
shall equal the Maximum Permissible Amount.

(b) Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Maximum Permissible Amount may be
determined on the basis of the Participant's estimated annual Compensation for
such Limitation Year. Estimated annual Compensation shall be determined on a
reasonable basis and shall be uniformly determined for all Participants
similarly situated.

(c) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for such Limitation Year shall
be determined on the basis of the Participant's actual Compensation for such
Limitation Year.

(d) If there is an Excess Amount with respect to a Participant
for a Limitation Year, such Excess Amount shall be disposed of as follows:

(i) In the event that the Participant is employed by the
Employer at the end of the Limitation Year, then the remaining Excess Amount
shall be reapplied to reduce future Employer contributions under this Plan for
the next Limitation Year (and for such succeeding year, as necessary) for that
Participant.

(ii) In the event that the Participant is not employed by
the Employer at the end of the Limitation Year, then the remaining Excess Amount
shall be held unallocated in a suspense account. The suspense account shall be
applied to reduce future Employer contributions for all remaining Participants
in the next Limitation Year (and succeeding year, as necessary). The suspense
account shall not share in the allocation of the Plan's investment gains and
losses. If there is a suspense account in existence at any time during a
particular Limitation Year, all amounts in the suspense account must be
allocated and reallocated to Participants' Accounts before any contributions may
be made to the Plan for that Limitation Year. Excess amounts may not be
distributed to Participants or former Participants.

C-186

<PAGE>

9.2 EMPLOYER WITH MULTIPLE MASTER PLANS.

If the Employer maintains, in addition to this Plan, one or more other
Qualified Plans all of which are qualified Master or Prototype defined
contribution plans or a Welfare Benefit Fund or an Individual Medical Benefit
Account, the contributions to this Plan shall be subject to the provisions of
this Section.

(a) If, in addition to this Plan, the Employer maintains any
other qualified defined contribution plan (all of which are qualified Master or
Prototype plans), the amount of Annual Additions which may be allocated under
this Plan on a Participant's behalf for a Limitation Year shall not exceed the
Maximum Permissible Amount, reduced by the sum of any Annual Additions allocated
to the Participant's Accounts for the same Limitation Year under such other
defined contribution plans or a Welfare Benefit Fund or an Individual Medical
Benefit Account. If the Annual Additions with respect to the Participant under
other defined contribution plans or Welfare Benefit Funds or Individual Medical
Benefit Accounts maintained by the Employer are less than the Maximum
Permissible Amount, and the Employer contribution that would otherwise be
contributed or allocated to the Participant's Account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation,
the amount contributed or allocated shall be reduced so that the Annual
Additions under all such plans and funds for the Limitation Year shall equal the
Maximum Permissible Amount. If the Annual Additions with respect to the
Participant under such other defined contribution plans, Welfare Benefit Funds
and Individual Medical Benefit Accounts in the aggregate are equal to or greater
than the Maximum Permissible Amount, no amount shall be contributed or allocated
to the Participant's account under this Plan for the Limitation Year.

(b) Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the amounts referred to in subsection (a)
above, may be determined in the manner described in Section 9.1(b).

(c) As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in subsection (a) shall be determined
on the basis of the Participant's actual Compensation for such Limitation Year.

(d) If a Participant's Annual Additions under this Plan and all
such other plans result in an Excess Amount, that Excess Amount shall be deemed
to consist of the Annual Additions last allocated. However, Annual Additions
attributable to a Welfare Benefit Fund or an Individual Medical Benefit Account
shall be deemed to have been allocated first regardless of the actual allocation
date.

C-187

<PAGE>

(e) If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan shall be the product of:

(i) The total Excess Amount allocated on such date
(including any amount which would have been allocated but for the limitations of
Section 415 of the Code); multiplied by

(ii) The ratio of: (A) the Annual Additions allocated to
the Participant as of such date under this Plan; to (B) the total Annual
Additions allocated as of such date under all qualified defined contribution
plans (determined without regard to the limitations of Section 415 of the Code).

(f) Any Excess Amounts attributed to this Plan shall be disposed
of as provided in Section 9.1(d).

9.3 EMPLOYER WITH OTHER INDIVIDUALLY DESIGNED PLAN.

If the Employer also maintains another plan which is a qualified
defined contribution plan other than a Master or Prototype Plan, the annual
additions allocated under this Plan on behalf of any Participant shall be
limited in accordance with the provisions of Section 9.2 as though the other
plan were a Master or Prototype Plan, unless the Employer provides other
limitations in its Joinder Agreement.

9.4 EMPLOYER WITH DEFINED BENEFIT PLAN.

If the Employer maintains, or at any time maintained, a qualified
defined benefit plan covering any Participant in this Plan, the sum of the
Participant's Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction shall not exceed 1.0 in any Limitation Year. The Annual Additions
which may be credited to the Participant's Accounts under this Plan for any
Limitation Year shall be limited in accordance with the Joinder Agreement.

9.5 DEFINITIONS.

For the purposes of this Article, the following terms shall have the
meanings described in this Section.

(a) "ANNUAL ADDITIONS" means the sum of the following amounts
credited to a Participant's Accounts under all defined contribution plans
maintained by the Employer:

(i) Employer contributions;

(ii) Employee contributions;

(iii)Forfeitures; and

C-188

<PAGE>

(iv) Amounts described in Sections 415(l)(1) and 419A(d)(1)
of the Code.

(b) "COMPENSATION" means a Participant's wages, salaries,
professional service fees and other amounts received during a Limitation Year
for personal services provided to the Employer. Compensation includes
commissions, payments based upon profits, tips and bonuses. It also includes
amounts includable in taxable income under Sections 104(a)(3), 105(a) and 105(h)
of the Code; amounts paid or reimbursed by the Employer for moving expenses that
are not deductible by the Participant under Section 217 of the Code; the value
of a nonqualified stock option includable in gross income in the taxable year
when granted; and amounts includable in gross income under Section 83(b) of the
Code.

However, Compensation shall exclude Employer contributions to a
plan of deferred compensation not includable in gross income; Employer
contributions to a simplified employee pension plan that are deductible by an
Employee; income realized upon the exercise of a nonqualified stock option;
income under Section 83 of the Code because the property is transferable or not
forfeitable; income realized on the sale, exchange or other disposition of stock
acquired under a qualified stock option; and amounts subject to special tax
benefits which are not includable in income.

If an Employee works for both the Employer and a Related Employer
during a Limitation Year, his Compensation shall include Compensation received
from both the Employer and the Related Employer.

(c) "DEFINED BENEFIT PLAN FRACTION" means a fraction which has
as its numerator the sum of the Projected Annual Benefit of the Participant
under all defined benefit plans (whether or not terminated) maintained by the
Employer, and which has as its denominator the lesser of the following:

(i) 1.25 times the dollar limitation of Section
415(b)(1)(A) of the Code in effect for the Limitation Year; or

(ii) 1.4 times the Participant's average Compensation for
the three consecutive calendar years that produce the highest average.

C-189

<PAGE>

(d) "DEFINED CONTRIBUTION PLAN FRACTION" means a fraction which
has as its numerator the sum of the Annual Additions to the Participant's
Accounts under all defined contribution plans maintained by the Employer
(whether or not terminated) for the current and all prior Limitation Years, and
which has as its denominator the sum of the lesser of the following amounts
determined for the year and for each prior year of service with Employer:

(i) 1.25 times the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for the Limitation Year; or

(ii) 1.4 times the amount which must be taken into account
under Section 415(c)(1)(B) of the Code.

(e) "EMPLOYER" means Employer and all Related Employers (as
modified by Section 415(h) of the Code).

(f) "EXCESS AMOUNT" means the excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount.

(g) "HIGHEST AVERAGE AMOUNT" means the average compensation for
the three consecutive Plan Years with Employer that produces the highest
average.

(H) "INDIVIDUAL MEDICAL BENEFIT ACCOUNT" means an individual
medical benefit account as defined in Section 415(l)(2) of the Code.

(i) "LIMITATION YEAR" means a calendar year or any other
12-consecutive-month period elected by the Employer in the Joinder Agreement.
All qualified plans maintained by the Employer must use the same Limitation
Year. If the Limitation Year is amended to a different 12-consecutive-month
period, the new Limitation Year must begin on a date within the Limitation
Year in which the amendment is made.

(j) "MASTER OR PROTOTYPE PLAN" means a plan, the form of which
is the subject of a favorable opinion letter from the Internal Revenue Service.

(k) "MAXIMUM PERMISSIBLE AMOUNT" means the lesser of $30,000
(adjusted for each Limitation Year to take into account any cost-of-living
adjustment provided for that Year under Section 415(d) of the Code) or 25% of
the Participant's Compensation for the Limitation Year.

If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different 12-consecutive-month period, the
Maximum Permissible Amount shall not exceed $30,000 (adjusted for each
Limitation Year to take into account any cost-of-living adjustments provided for
that year under Section 415(d) of the Code) multiplied by the following
fraction: the number of months in the short Limitation Year divided by 12.

C-190

<PAGE>

(l) "PROJECTED ANNUAL BENEFIT" with respect to a defined benefit
plan in which the Participant also participates, means the annual benefit to
which the Participant would be entitled under the terms of the defined benefit
plan if both of the following occur:

(i) The Participant continued employment until Normal
Retirement Age (or current age, if greater); and

(ii) The Participant's Compensation for the Limitation Year
and all other relevant factors used to determine such benefit remained constant
until Normal Retirement Age (or current age, if greater).

(m) "WELFARE BENEFIT FUND" means a welfare benefit fund as
defined in Section 419(e) of the Code.

ARTICLE X

FIDUCIARIES

10.1 DESIGNATION OF FIDUCIARIES.

The fiduciaries of the Plan are the Employer and Trustee. Each
fiduciary may retain others to render advice and assistance in connection with
any responsibility allocated to that fiduciary. The fiduciaries shall have the
responsibilities set forth below, but shall have no other additional
responsibilities. Neither fiduciary shall have responsibility for any act or
omission of the other fiduciary.

(a) The Employer shall be responsible for determining the amount
of its periodic contributions to the Plan; appointing Trustee; interpreting the
terms and provisions of the Plan; determining Employees' eligibility for
participation in the Plan and Participants' rights to benefits under the Plan,
including the amount and manner of the payment of benefits; and for receiving
and acting upon applications for benefits under the Plan, reviewing decisions
made, and for directing Trustee with respect to the payment of benefits to
Participants under the Plan. The Employer shall also be responsible for filing
and furnishing to Participants in the Plan, governmental agencies and others,
all necessary reports, forms, information and other documents which may be
required to be filed, furnished or disclosed with respect to the Plan; and all
other acts which are permitted and duties imposed which are not specifically
delegated to Trustee. The Employer is the "Plan Administrator" of the Plan.

C-191
<PAGE>

(b) Trustee shall have the responsibility for accepting
contributions to the Trust Fund from the Employer, for investing and reinvesting
the Trust Fund, for rendering periodic statements of receipts and disbursements
to the Employer, and for disbursing the Trust Fund to the Participants and their
Beneficiaries in accordance with the directions of the Employer. In carrying
out its responsibilities, Trustee shall not be responsible for determining the
propriety or adequacy of any contribution made to it or for determining whether
any Employee is eligible to participate in the Plan or is eligible to receive
benefits under the Plan, nor shall Trustee be responsible for determining the
identity of any Beneficiary of any Participant or the validity of any
Participant's written designation of any Beneficiary.

Trustee may periodically employ agents other than persons
regularly in its employ and delegate to them any routine and limited
discretionary duties as Trustee sees fit. Trustee may also employ or consult
expert assistants. Trustee shall not be liable for any neglect, omission or
wrongdoing of any agent or assistant, provided that reasonable care shall have
been exercised in their selection. Trustee may consult with legal counsel (who
may be of counsel to Sponsor or the Employer) concerning any question which may
arise with reference to its duties under the Plan. The opinion of legal counsel
shall fully and completely protect Trustee with respect to any action taken or
not taken by Trustee under the Plan in good faith and in accordance with the
opinion of legal counsel.

10.2 EFFECT OF ASSISTANCE.

In the event that either fiduciary performs, or assists the other in
performing, an act or duty which is the responsibility of the other fiduciary,
that action shall not have any effect upon the allocation of responsibility nor
shall the assisting fiduciary have responsibility for carrying out, performing
or assisting in the performance of such act or in any similar acts in the
future. No accountant, actuary or attorney retained to render professional
services to the Plan, to a fiduciary or to both of the fiduciaries with respect
to the Plan or the Trust, shall be a fiduciary of the Plan by reason of such
retention.

10.3 DIRECTIONS TO TRUSTEE.

The Employer shall make written representations to Trustee of all
facts which are necessary for Trustee to determine and credit each Participant's
Accounts with the proper share of the Employer's Contribution for each year and
to determine the amount, time and manner of distribution to which a Participant
or his Beneficiary or Beneficiaries may be entitled and all other facts which
are necessary for Trustee to perform its duties under the Plan. Trustee shall
be entitled

C-192

<PAGE>

to rely upon any written representation which is signed by an individual with
apparent authority to act on behalf of the Employer and which, on its face,
appears to be authentic.

ARTICLE XI

TRUSTEE

11.1 GOOD FAITH ACTION.

Trustee shall be fully protected in any act or failure to act, if done
in good faith, in carrying out the intent and purpose of this Master Plan where
this document does not explicitly indicate the course to be taken by Trustee.

11.2 ANNUAL ACCOUNTS.

Trustee shall keep full records of the administration of the Trust.
Each year Trustee shall furnish the Employer with an annual accounting showing
all receipts and disbursements and other transactions, together with a list of
the assets held at the end of such year showing the cost and the fair market
value of each item. The Employer may approve the accounting by written notice
delivered to Trustee or by failure to object to the accounting in a written
objection delivered to Trustee within 90 days. Trustee shall also prepare an
annual statement disclosing the amount credited to the Accounts of each
Participant and the status of his Accounts in the Trust. The Employer shall
have the right to examine the books and records of Trustee at any time. The
Trustee shall have the right to have its accounts settled by judicial proceeding
if it so elects.

11.3 RELIANCE ON INFORMATION.

Trustee shall not be obligated or required to determine whether any
information furnished or instructions issued by the Employer are in fact true or
in accordance with the terms of the Plan and shall be fully protected in taking
any action upon any paper or document believed by Trustee to be genuine and to
have been properly signed and presented by the Employer. Trustee shall not be
required to make any investigation to determine the identity or mailing address
of any person entitled to benefits under the Trust and is authorized to withhold
making payments until the identity and mailing address of any persons entitled
to benefits is communicated to it by the Employer or until any dispute arising
under the Master Plan has been resolved.

C-193

<PAGE>

11.4 STANDARD OF CARE.

Trustee shall discharge its duties with respect to the Plan solely in
the interests of the Participants and their Beneficiaries, and for the exclusive
purpose of providing benefits to the Participants and their Beneficiaries and
defraying the reasonable expenses of administering the Plan and the Trust Fund.
Trustee shall discharge its duties with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person, acting in a like
capacity and familiar with such matters, would use. Trustee shall not be liable
for making, retaining, or selling an investment, or for anything done or omitted
to be done by it except due to a violation of the standard of care stated in
this Section, or as provided in ERISA.

11.5 POWERS OF TRUSTEE.

Subject to specific provisions of the Master Plan, Trustee has the
following powers which may be used in performing its duties under the Master
Plan:

(a) To make, execute, acknowledge and deliver any and all
assignments, documents of transfer and conveyance and any and all other
instruments necessary or appropriate to carry out any powers granted in the
Master Plan;

(b) To cause any investments from time to time held by it under
the Trust to be registered in, or transferred into, its name as Trustee or the
name of its nominee or nominees, with or without designation of fiduciary
capacity; and to retain any investments unregistered or in form permitting
transfer by delivery, but the books and records of Trustee shall at all times
show that all such investments are part of the Trust Fund; and

(c) To do all acts which Trustee may deem necessary or proper,
and to exercise any and all of the powers of Trustee under the Master Plan upon
the terms and conditions Trustee may deem for the best interests of the Trust
Fund.

11.6 TRUSTEE'S FEES AND EXPENSES.

Trustee shall be entitled to reasonable compensation for all services
rendered under this Master Plan as shall be agreed upon in writing between
Sponsor and Trustee. Trustee shall also be entitled to reimbursement for all
reasonable expenses incurred by Trustee, including legal expenses, accounting
and auditing expenses and expenses for the employment of agents and assistants.
Trustee's compensation and the reimbursement of expenses shall be paid by the
Employer or be charged to the Plan.

C-194

<PAGE>

11.7 PAYMENT OF TAXES.

Any taxes assessed against an Employer's Plan which Trustee is
required to pay shall be charged to the Plan. Trustee shall advise the Employer
of any taxes, other than personal property and transfer taxes, immediately upon
notice of their assessment and shall make no payment of taxes until authorized
by the Employer. If the Employer advises Trustee in writing that any taxes are
not lawfully assessed in the opinion of legal counsel for the Employer or
Sponsor, Trustee shall, if requested, contest or join with the Employer in
contesting the validity or amount of the taxes in any manner deemed appropriate
by the Employer or its counsel or Sponsor's counsel. "Taxes," as used in this
Section, includes any interest or penalties levied or imposed with respect to
any taxes. Any expense incurred by the Employer or Trustee in contesting the
validity or amount of any taxes shall be charged to the Plan to the extent not
paid by the Employer.

11.8 REMOVAL OR RESIGNATION.

Trustee may resign at any time upon 60 days' written notice to
Sponsor. Trustee may be removed by Sponsor upon 60 days' written notice to
Trustee.

In case of the resignation or removal of Trustee, Sponsor shall
appoint a successor trustee within 60 days. Trustee shall furnish the Employer
or Employers with a final accounting and, upon payment of its fees and expenses,
shall transfer and convey (in cash or in kind) all of the assets of each
Employer's Plan to the successor trustee appointed by Sponsor. The successor
trustee shall qualify by delivery to Sponsor and Trustee of a written Acceptance
of Trust.

11.9 TRANSFERS FROM PRIOR TRUSTEE.

If an Employer has adopted this Master Plan as an amended or successor
plan, Trustee may accept from any predecessor trustee or custodian (in cash or
in kind) any assets held by such predecessor trustee or custodian, which assets
shall be held in trust. Any assets which are transferred in kind shall be sold
as soon as administratively feasible and reinvested in accordance with Section
12.7.

ARTICLE XII

TRUST FUND

12.1 EXCLUSIVE BENEFITS OF TRUST.

Trustee shall accept and receive all sums of money paid to it by the
Employer or a Participant in the Trust to be held, administered, invested and
reinvested in accordance with the

C-195

<PAGE>

terms and provisions of this Master Plan. No part of the Trust or the income
or earnings of the Trust shall be applied other than for the payment of the
expenses of the Trust and for the exclusive benefit of the Participants and
their Beneficiaries under the Trust.

12.2 NO EMPLOYER INTEREST.

The Employer (except to the extent the Employer is a Participant)
shall have no right, title or interest in or to any of the cash, securities or
other property forming a part of the Trust.

12.3 UNINVESTED FUNDS.

Trustee may reserve from investment and keep uninvested such amount or
amounts as Trustee may deem advisable in order to provide for anticipated
disbursements without liability for interest on that amount.

12.4 TYPES OF INVESTMENTS.

Trustee shall invest and reinvest the principal and income of the
Trust Fund, without distinction between principal and income, in full and
fractional shares of the Mutual Fund.

All dividends and capital gain distributions received on the shares of
the Mutual Fund shall be reinvested in shares of the Mutual Fund. If the Mutual
Fund gives any choice as to whether a distribution shall be made in additional
shares, cash or other property, at the election of the shareholder, Trustee
shall elect to receive the distribution in additional shares.

Any sales charges of the Mutual Fund attributable to the acquisition
of shares shall be charged to the appropriate Plan of the Employer for whose
Participants the shares are allocated.

ARTICLE XIII

APPLICATION FOR BENEFITS AND APPEAL PROCEDURE

13.1 STANDARD PROCEDURES.

Unless the Employer shall establish a different procedure pursuant to
Section 503 of ERISA, the following procedure shall be a part of the Plan.

C-196

<PAGE>

Participants and their Beneficiaries shall complete and file such
forms and applications as the Employer may reasonably require, from time to
time, before the payment of any benefits provided for in the Plan. If the
Employer determines that the benefits so applied for should be denied, in whole
or in part, the Participant or Beneficiary who or on whose behalf such
application was made shall receive a written decision in easily understood
language from the Employer setting forth:

(a) The decision of the Employer;

(b) The reasons for the decision, including reference to any
provision of the Plan upon which the decision is based;

(c) If the adverse decision results from a lack of information,
a description of any additional documents, materials or information necessary to
approve the Participant's claim and an explanation why the information is
necessary;

(d) An explanation of the Participant's opportunity for a review
of the denial and the procedure for requesting a review of the decision; and

(e) Any other matters the Employer deems appropriate.

In the event that no written application for benefits is required of a
Participant or his Beneficiary, then any written communication from the Employer
or Trustee furnished to the Participant setting forth the balance of the
Participant's Account, or other benefits due the Participant, including any
check or draft drawn by Trustee in payment or partial payment of benefits under
the Plan, shall constitute a decision of the Employer.

13.2 REVIEW OF DECISIONS.

Any Participant or Beneficiary aggrieved by a decision of the Employer
may request a review of the decision by written request filed with the Employer
within 90 days after the decision. After filing a request for review, the
Participant or Beneficiary shall be provided a reasonable opportunity to review
any documents relating to the Plan or his participation in the Plan which are
pertinent to the decision and may submit, in writing, any comments he deems
appropriate.

Upon receipt of an application for review of a decision, the Employer
shall review the decision giving due consideration to any material submitted by
the Participant or Beneficiary and shall issue a final decision within 60 days
of receipt of the application for review.

C-197

<PAGE>

ARTICLE XIV

TERMINATION OR AMENDMENT

14.1 AMENDMENT OR TERMINATION BY SPONSOR.

Sponsor reserves the right to modify, amend or terminate the Master
Plan in whole or in part, at any time, provided that any amendment or
modification meets the requirements of Section 14.4. Amendments adopted by
Sponsor shall be effective if the Employer consents to the amendments or if a
copy of the amendment is transmitted to the Employer by first class mail, and
the Employer does not object to the amendment by written notice to Sponsor
within a period of 30 days.

14.2 TERMINATION BY EMPLOYER.

Although it is contemplated by the Employer that its Plan shall be
permanent, it is recognized that sound and prudent business judgment may require
that the Employer cease contributions to the Plan. The Employer reserves the
right to terminate the Plan and its obligations to make contributions under the
Plan at any time by written notice to Trustee. In addition, the Plan shall
terminate if:

(a) The Employer is adjudicated bankrupt or judicially declared
insolvent;

(b) The Employer permanently discontinues contributions under
the Plan; or

(c) The Employer terminates its business or transfers all or
substantially all of its assets and business, except that provision may be made
for the Plan to be continued by the successor to the Employer or any transferee
of all or substantially all of its assets and business. In that event, the
successor or purchaser shall automatically become substituted for the Employer.

Upon the termination or partial termination of an Employer's Plan, the
Accounts of each affected Participant shall be fully vested and nonforfeitable.
The Employer shall direct Trustee to either (a) continue to hold the assets of
the Employer's Trust Fund in trust for distribution in accordance with the
provisions of Article VII; or (b) as soon as it is practicable to do so,
distribute the assets of the Employer's Trust Fund among the Participants and
their beneficiaries in accordance with the methods of distribution under Article
VII.

14.3 AMENDMENT BY EMPLOYER.

The Employer reserves the right to modify or amend its Plan in whole
or in part at any time by adopting a new Joinder Agreement, provided that any
modification or amendment shall meet the requirements of Section 14.4. If the
Employer amends its Plan other than to select an elective provided in the
Joinder Agreement, the Employer may no longer participate under the Master
Plan. However, an Employer may amend the Plan by adding overriding language
to the Joinder Agreement where such language is necessary to satisfy the
provisions of Sections 415 or 416 of the Code which relate to required
aggregation of multiple plans.

C-198

<PAGE>

An Employer may amend the Plan by adding certain model amendments
published by the Internal Revenue Service which specifically provide that their
adoption shall not cause the Plan to be treated as an individually designed
plan. An Employer that amends the Plan for any other reason shall no longer
participate in the Master Plan and shall be considered to have an individually
designed plan.

14.4 LIMITATIONS ON AMENDMENTS AND TERMINATIONS.

Any amendment or termination of an Employer's Plan or the Master Plan
is subject to the following:

(a) No amendment or termination shall have the effect of vesting
in the Employer (except to the extent the Employer is a Participant) any
interest in any of the assets of the Trust.

(b) No amendment shall be effective if it divests any
Participant or Beneficiary of his beneficial interest in the Trust Fund.

(c) No amendment or termination shall be effective if the
resulting Plan or Master Plan is not for the exclusive benefit of the
Participants and their Beneficiaries.

(d) No amendment shall eliminate an optional form of
distribution with respect to benefits earned before the date of the amendment or
termination.

(e) No amendment or termination which affects the rights, duties
or responsibilities of Trustee may be made without Trustee's consent.

Any amendment of a Plan or the Master Plan may be made retroactively to the
extent permitted by the Code.

ARTICLE XV

MISCELLANEOUS

15.1 AGE.

Any reference in the Plan to age shall mean the age of the individual
as of the individual's last birthday.

15.2 CONSTRUCTION.

Words used in the masculine shall apply to the feminine where
applicable. Wherever the context of the Plan dictates, the plural shall be read
as the singular and the singular as the plural.

C-199

<PAGE>

15.3 EMPLOYMENT RIGHTS.

The existence of the Plan shall not grant a Participant any legal
right to continue as an Employee, nor affect the right of the Employer to
discharge a Participant.

15.4 SPENDTHRIFT PROVISION.

No benefit or interest under the Plan is subject to assignment or
alienation, whether voluntary or involuntary, except as provided in the Plan or
in a Qualified Domestic Relations Order.

15.5 MERGER OR CONSOLIDATION.

The Plan may not be merged or consolidated with, nor may the assets or
liabilities be transferred to, any other employee benefit pension plan or trust
unless each Participant would (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the retirement benefit the Participant would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).

15.6 PROHIBITED TRANSACTIONS.

Notwithstanding any other provision, neither Trustee nor the Employer
shall enter into any transaction on behalf of the Plan or Trust Fund with any
person who is a "disqualified person" as defined in Section 4975 of the Code,
except such transactions as are permitted pursuant to Section 4975.

15.7 AGENT FOR SERVICE OF PROCESS.

The agent for service of process in connection with any suit or
proceeding arising in connection with this Plan shall be the Employer. Each
Employer agrees to notify Trustee of any suit or legal proceeding based upon or
arising out of the Employer's Plan and further agrees to notify Trustee of the
occurrence of any event in connection with the Plan which is required to be
reported to any governmental agency under the provisions of ERISA.

15.8 FAILURE TO MAINTAIN QUALIFIED STATUS.

In the event a Plan of an Employer fails to maintain its qualified
status under Section 401 of the Code, including failure to timely amend its Plan
to comply with the Code, that Employer shall no longer participate under this
Master Plan. The funds in the Trust held on behalf of the Employer shall be
segregated or otherwise disposed of for the exclusive benefit of the
Participants in the Plan as soon as administratively feasible after Trustee
receives notice of the disqualification or becomes aware that the Employer has
failed to timely amend its Plan to comply with the Code.

C-200

<PAGE>

15.9 UNIFORMITY OF TREATMENT.

Any discretionary action taken under the Plan by a Plan Administrator,
an Employer or Trustee shall be uniform in its application to similarly situated
persons, and no such action shall be taken which will discriminate in favor of
highly compensated employees, as defined in Section 414(q) of the Code.

15.10 ERISA.

It is intended that the Plan qualify in every respect with the
mandatory provisions of ERISA relating to defined contribution plans. The
provisions of the Plan shall be construed accordingly.

15.11 GOVERNING LAW.

To the extent Michigan law has not been preempted by ERISA, the
provisions in the Plan shall be governed by the laws of the state of Michigan.

C-201

<PAGE>

IN WITNESS OF WHICH, Sponsor and Trustee have caused this Declaration
of Trust to be signed by their duly authorized officers.

AMWAY MANAGEMENT COMPANY

Dated: 8/12 , 1994 By /S/ ALLAN D. ENGEL
------ --------------------------------

Its PRESIDENT & SECRETARY
--------------------------------

Dated: , 1994 And
--------------------------------

Its
--------------------------------

MICHIGAN NATIONAL BANK

Dated: AUGUST 17, 1994 By /S/ FREDRICK C. LASKOWSKI
--------------------------------

Its SECOND VICE PRESIDENT
--------------------------------

Dated: , 1994 And
----------- -------------------------------

Its
-------------------------------

C-202
<PAGE>

Internal Revenue Service Department of the Treasury

PLAN DESCRIPTION: MASTER STANDARDIZED PROFIT
SHARING PLAN & TRUST
FFN: 50245320001-001 CASE: 9401437 EIN: 38-1913611
BPD: 01 PLAN: 001 LETTER SERIAL NO: D264519A Washington DC 20224

AMWAY MANAGEMENT CO Person to Contact MS. ARRINGTON

7575 EAST FULTON ROAD Telephone Number (202) 622-8173

ADA MI 49355 Refer Reply to CP:E:EP:T5

Date: 08/02/95

Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees. This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.
We have determined that the related trust or custodial account under this
master plan is exempt from income tax under Code section 501(a).
You must furnish a copy of this letter to each employer who adopts this
plan. You are also required to send a copy of the approved form of the plan,
any approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.
Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified plan
for one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B. 780;
or (2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(3).
An employer that has adopted a standardized plan may not rely on this
opinion letter with respect to: (1) whether any amendment or series of
amendments to the plan satisfies the nondiscrimination requirements of section
1.401(a) (4)-5(a) of the regulations, except with respect to plan amendments
granting past service that meet the safe harbor described in section 1.401(a)
(4) - 5(a) (5) and are not part of a pattern of amendments that significantly
discriminates in favor of highly compensated
employees; or (2) whether the plan satisfies the effective availability
requirement of section 1.401(a) (4) - 4(c) of the regulations with respect to
any benefit, right or feature.
An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with respect
to whether a benefit, right or other feature that is prospectively eliminated
satisfies the current availability requirements of section 1.401(a) - 4 of the
regulations.

C-203

<PAGE>

AMWAY MANAGEMENT CO
FFN: 50245320001-001
Page 2

The employer may request a determination (1) as to whether the plan, considered
with all related qualified plans and, if appropriate, welfare benefit funds,
satisfies the requirements of Code section 401(a) (16) as to limitations on
benefits and contributions in the Code section 415; (2) regarding the
nondiscriminatory effect of grants of past service; and (3) with respect to
whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.

Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a) (4), 401(a) (5), 401(a) (17),
401(1), 410(b) and 414(s) of the Code, as amended by the Tax Reform Act of 1986
or subsequent legislation, (a) are made effective retrospectively to the first
day of the first plan year beginning after December 31, 1988 (or such other date
on which these requirements first became effective with respect to this plan);
or (b) are made effective no later than the first day on which the employer is
no longer entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the plan
constitute such an interpretation.

Because you submitted this plan for approval after March 31, 1991, the
continued, interim and extended reliance provisions of sections 13 and 17.03 of
Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.

Because you submitted this plan on or after July 1, 1994, it does not meet the
requirements for the extention of the remedial amendment period provided by Rev.
Proc. 95-12, 1995-3 I.R.B. 24.

This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by Uruguay Round Agreements Act. Pub.
L. 103-465.

If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.

Sincerely yours,

/s/
----------------
Chief, Employee Plans
Technical Branch 5

C-204
<PAGE>

1995-1 AMENDMENT
TO THE
AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN

This 1995-1 Amendment to the Amway Management Company Master Profit-
Sharing Plan ("Plan") is made this _7TH__ day of _SEPTEMBER_____, 1995 by Amway
Management Company ("Sponsor"). This 1995-1 Amendment shall be effective as of
January 1, 1989.

Pursuant to Article XIV, Sponsor amends the Plan as follows:

Section 2.4 shall be amended to read as follows:

2.4 COMPENSATION.

"Compensation" means a Participant's compensation during a Plan Year.

(a) ITEMS INCLUDED.

(i) A Participant's wages, salaries, professional service
fees and other amounts received that are included in the Participant's taxable
income (regardless of whether paid in cash) during a Plan Year for personal
services provided to Employer. For any Self-Employed Individual covered under
the Plan, Compensation means Earned Income.

(ii) Commissions, payments based upon profits, commissions
on insurance premiums, tips, and bonuses.

(iii) The value of a nonqualified stock option
includable in gross income in the taxable year when granted.

(iv) Amounts includable in taxable income under Section
83(b) of the Code.

(v) Reimbursements and expense allowances, fringe benefits,
amounts paid or reimbursed by Employer for moving expenses that are not
deductible by the Participant under Section 217 of the Code, and amounts
includable in taxable income under Sections 104(a)(3), 105(a) or 105(h) of the
Code.

(vi) Pay reduction contributions under Sections 125,
402(e)(3), 402(h) or 403(b) of the Code.

(b) ITEMS EXCLUDED.

C-205

<PAGE>

(i) Employer contributions to a plan of deferred
compensation not includable in taxable income, except as otherwise provided in
this Section.

(ii) Employer contributions to a Simplified Employee Pension
that are deductible by an Employee.

(iii) Distributions from a plan of deferred
compensation.

(iv) Income realized upon the exercise of a nonqualified
stock option.

(v) Income under Section 83 of the Code which is realized
because the property becomes transferable or not forfeitable.

(vi) Income realized on the sale, exchange or other
disposition of stock acquired under a qualified stock option.

(vii) Amounts subject to special tax benefits which are
not includable in income.

(i) For Plan Years beginning before 1994, the Dollar Limit
shall be $200,000. The $200,000 maximum shall be increased at the same time and
in the same manner as adjustments under Section 415(d) of the Code.

Further, effective for Plan Years beginning on or after January
1, 1990, the Compensation during that Plan Year of the Participant, the
Participant's Spouse, and lineal descendants under age 19 shall be aggregated
for purposes of the Dollar Limit. If the Dollar Limit is exceeded, then the
Dollar Limit shall be prorated among the affected individuals in proportion to
each individual's Compensation as determined under this Section prior to the
application of the Dollar Limit.

Section 2.6 shall be amended to read as follows:

2.6 EMPLOYEE.

"Employee" means any common-law employee or Leased Employee of the
Employer or a Related Employer. "Employee" also means any Self-Employed
Individual or Owner-Employee.

An independent contractor is not an Employee. Further, a Leased
Employee shall not be treated as an Employee of Employer if:

C-206

<PAGE>

(a) The Leased Employee is covered by a money purchase pension
plan providing:

(ii) Immediate participation; and

(iii) Full and immediate vesting; and

(b) Leased employees constitute less than 20% of the Employer's
"nonhighly compensated work force," as defined in Section 414(n)(5)(C)(ii) of
the Code.

Section 5.3(b) shall be amended to read as follows:

Article IX shall be amended to read as follows:

ARTICLE IX

LIMITATIONS ON ANNUAL ADDITIONS

9.1 EMPLOYER WITH SINGLE PLAN.

If the Employer does not maintain, and has never maintained, any other
Qualified Plan, Welfare Benefit Fund, Individual Medical Benefit Account or
Simplified Employee Pension in addition to this Plan, the contributions and the
allocations made to the Plan shall be subject to the provisions of this Section.

(a) If an Employer does not maintain, and has never maintained,
any other Qualified Plan or Welfare Benefit Fund or Individual Medical Benefit
Account or Simplified Employee Pension, the amount of annual additions which may
be allocated under this Plan on a Participant's behalf for a Limitation Year
shall not exceed the lesser of the Maximum Permissible Amount or any other
limitation contained in this Plan. If the Employer contribution that would
otherwise be contributed or allocated to the Participant's Account would cause
the Annual Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the amount contributed or allocated shall be reduced so that the Annual
Additions for the Limitation Year shall equal the Maximum Permissible Amount.

C-207

<PAGE>

(d) If there is an Excess Amount with respect to a Participant
for a Limitation Year, such Excess Amount shall be disposed of as follows:

9.2 EMPLOYER WITH MULTIPLE MASTER PLANS.

If the Employer maintains, in addition to this Plan, one or more other
Qualified Plans all of which are qualified Master or Prototype defined
contribution plans or a Welfare Benefit Fund or an Individual Medical Benefit
Account or a Simplified Employee Pension, the contributions to this Plan shall
be subject to the provisions of this Section.

(a) If, in addition to this Plan, the Employer maintains any
other qualified defined contribution plan (all of which are qualified Master or
Prototype plans), the amount of Annual Additions which may be allocated under
this Plan on a Participant's behalf for a Limitation Year shall not exceed the
Maximum Permissible Amount, reduced by the sum of any Annual Additions allocated
to the Participant's Accounts for the same Limitation Year under such other
defined contribution plans or a Welfare Benefit Fund or an Individual Medical
Benefit Account or a Simplified Employee Pension. If the Annual Additions with
respect to the Participant under other defined contribution plans or Welfare
Benefit Funds or Individual Medical Benefit Accounts or Simplified Employee
Pensions maintained by the Employer are less than the Maximum Permissible
Amount, and the Employer contribution that would otherwise be contributed or
allocated to the Participant's Account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated shall be reduced so that the Annual Additions under all
such plans and funds for the Limitation Year shall equal the Maximum Permissible
Amount. If the Annual Additions with respect to the Participant under such other
defined contribution plans, Welfare Benefit Funds and Individual Medical Benefit
Accounts and Simplified Employee Pensions in the aggregate are equal to or
greater than the Maximum Permissible Amount, no amount shall be contributed or
allocated to the Participant's account under this Plan for the Limitation Year.

C-208

<PAGE>

(d) If a Participant's Annual Additions under this Plan and all
such other plans result in an Excess Amount, that Excess Amount shall be deemed
to consist of the Annual Additions last allocated. However, Annual Additions
attributable to a Welfare Benefit Fund or an Individual Medical Benefit Account
or a Simplified Employee Pension shall be deemed to have been allocated first
regardless of the actual allocation date.

(i) The total Excess Amount allocated on such date
(including any amount which would have been allocated but for the limitations of
Section 415 of the Code); multiplied by

(ii) The ratio of: (A) the Annual Additions allocated to the
Participant as of such date under this Plan; to (B) the total Annual Additions
allocated as of such date under all qualified defined contribution plans
(determined without regard to the limitations of Section 415 of the Code).

(f) Any Excess Amounts attributed to this Plan shall be disposed
of as provided in Section 9.1(d).

9.3 EMPLOYER WITH OTHER INDIVIDUALLY DESIGNED PLAN.

9.4 EMPLOYER WITH DEFINED BENEFIT PLAN.

9.5 DEFINITIONS.

For the purposes of this Article, the following terms shall have the
meanings described in this Section.

(a) "ANNUAL ADDITIONS" means the sum of the following amounts
credited to a Participant's Accounts under all defined contribution plans
maintained by the Employer:

C-209

<PAGE>

(i) Employer contributions;

(ii) Employee contributions;

(iii) Forfeitures;

(iv) Amounts allocated, after March 31, 1984, to an
Individual Medical Benefit Account, which is part of a pension or annuity plan
maintained by the Employer. Also amounts derived from contributions paid or
accrued after December 31, 1985, in taxable years ending after such date, which
are attributable to post-retirement medical benefits, allocated to the separate
account of a key employee, as defined in Section 419A(d)(3) of the Code, under a
Welfare Benefit Fund maintained by the Employer; and

(v) Allocations under a Simplified Employee Pension.

(b) "COMPENSATION" means the sum of the following amounts:

(i) ITEMS INCLUDED.

(A) A Participant's wages, salaries, professional
service fees and other amounts received that are included in the Participant's
taxable income (regardless of whether paid in cash) during a Limitation Year for
personal services provided to the Employer. Compensation during the entire
Limitation Year is counted, even if the Employee was not a Participant during
the entire Limitation Year.

(B) Commissions, payments based upon profits,
commissions on insurance premiums, tips, and bonuses.

(D) Amounts includable in taxable income under Section
83(b) of the Code.

(E) Reimbursements and expense allowances, fringe
benefits, amounts paid or reimbursed by the Employer for moving expenses that
are not deductible by the Participant under Section 217 of the Code, and amounts
includable in taxable income under Sections 104(a)(3), 105(a) or 105(h) of the
Code.

(F) For any Self-Employed Individual covered under the
Plan, Compensation means Earned Income.

(G) If an Employee works for both the Employer and a
Related Employer during a Limitation Year, his Compensation shall include
Compensation received from both the Employer and the Related Employer.

(ii) ITEMS EXCLUDED.

(A) Employer contributions to a plan of deferred
compensation not includable in taxable income.

C-210

<PAGE>

(B) Employer contributions to a Simplified Employee
Pension that are deductible by an Employee.

(D) Income realized upon the exercise of a
nonqualified stock option.

(E) Income under Section 83 of the Code which is
realized because the property becomes transferable or not forfeitable.

(F) Income realized on the sale, exchange or other
disposition of stock acquired under a qualified stock option.

(G) Amounts subject to special tax benefits which are
not includable in income.

(H) Contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an annuity contract
described in Section 403(b) of the Code (whether or not the contributions are
actually excludable from the gross income of the Employee).

For Limitation Years beginning after December 31, 1991, for
purposes of applying the limitations of this Article, Compensation for a
Limitation Year is the Compensation actually paid or made available in gross
income during such Limitation Year.

(i) 1.25 times the dollar limitation of Section
415(b)(1)(A) of the Code in effect for the Limitation Year; or

(ii) 1.4 times the Participant's average Compensation for
the three consecutive calendar years that produce the highest average.

(i) 1.25 times the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for the Limitation Year; or

(ii) 1.4 times the amount which must be taken into account
under Section 415(c)(1)(B) of the Code.

C-211

<PAGE>

If the Employee was a Participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of the fraction described in the preceding paragraph
shall be adjusted if the sum of this fraction and the Defined Benefit Plan
Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment, an amount equal to the product of (i) the excess of the sum of the
fractions over 1.0 multiplied by (ii) the denominator of this fraction, shall be
permanently subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of the
last Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the Plan after May 15, 1986, but using
the Section 415 limitation applicable to the first Limitation Year beginning on
or after January 1, 1987.

(e) "EMPLOYER" means Employer and all Related Employers (as
modified by Section 415(h) of the Code).

(f) "EXCESS AMOUNT" means the excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible Amount.

(c) "HIGHEST AVERAGE AMOUNT" means the average compensation for
the three consecutive Plan Years with Employer that produces the highest
average.

(h) "INDIVIDUAL MEDICAL BENEFIT ACCOUNT" means an individual
medical benefit account as defined in Section 415(l)(2) of the Code.

(i) "LIMITATION YEAR" means a calendar year or any other
12-consecutive-month period elected by the Employer in the Joinder Agreement.
All
qualified plans maintained by the Employer must use the same Limitation Year.
If the Limitation Year is amended to a different 12-consecutive-month period,
the new Limitation Year must begin on a date within the Limitation Year in which
the amendment is made.

(j) "MASTER OR PROTOTYPE PLAN" means a plan, the form of which
is the subject of a favorable opinion letter from the Internal Revenue Service.

(l) "SIMPLIFIED EMPLOYEE PENSION" means a simplified employee
pension as defined in Section 408(k) of the Code.

(m) "PROJECTED ANNUAL BENEFIT" with respect to a defined benefit
plan in which the Participant also participates, means the annual benefit to
which the Participant would be entitled under the terms of the defined benefit
plan if both of the following occur:

C-212

<PAGE>

(i) The Participant continued employment until Normal
Retirement Age (or current age, if greater); and

(ii) The Participant's Compensation for the Limitation Year
and all other relevant factors used to determine such benefit remained constant
until Normal Retirement Age (or current age, if greater).

(n) "WELFARE BENEFIT FUND" means a welfare benefit fund as
defined in Section 419(e) of the Code.

Section 15.4 shall be amended to read as follows:

15.4 SPENDTHRIFT PROVISION.

No benefit or interest under the Plan is subject to assignment or
alienation, whether voluntary or involuntary, except as provided in the Plan or
in a Qualified Domestic Relations Order, or any domestic relations order entered
before January 1, 1985.

In all other respects, the Plan shall be unchanged.

IN WITNESS OF WHICH, Employer has adopted this 1995-1 Amendment to the
Plan.
AMWAY MANAGEMENT COMPANY

By_/S/ ALLAN D. ENGEL
----------------

Its PRESIDENT AND SECRETARY
---

C-213

<PAGE>

NOTICE OF INCOME TAX WITHHOLDING
ON CERTAIN DISTRIBUTIONS FROM
AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN

Most payments from the Plan you or your employer have established by
adopting the Amway Management Company Master Profit-Sharing Plan are "eligible
rollover distributions." If a payment is an eligible rollover distribution, it
is subject to a mandatory 20% income tax withholding unless it is paid in a
direct rollover to an IRA or another employer plan that accepts rollovers.
Certain payments cannot be rolled over (e.g., payments spread over long periods
or required minimum payments). See the Special Tax Notice Regarding Plan
Payments for more information. If a payment cannot be rolled over, the
remaining portion of this notice applies.

The distribution payment(s) you receive from the Plan which cannot be
rolled over are subject to federal income tax withholding unless you elect not
to have withholding apply. Withholding will only apply to the portion of your
distribution payment(s) that are included in your income subject to federal
income tax. Thus, for example, there will be no withholding on the return of
your own employee after-tax contributions which you may have previously made to
the Plan.

You may elect not to have withholding apply to your distribution
payment(s) or you may elect to have federal income tax withheld from the taxable
portion of your distribution payment(s). You must make your election by signing
and dating the attached Distribution Election form and by completing an IRS Form
W-4P. These documents should be returned by mail to: Amway Management Company,
7575 East Fulton Road, S.E., Ada, Michigan 49355-0001.

IF YOUR DISTRIBUTION ELECTION FORM AND IRS FORM W-4P ARE NOT RECEIVED
BY THE TIME THE FIRST DISTRIBUTION PAYMENT IS ACTUALLY MADE, THEN INCOME TAX
WILL BE WITHHELD. YOU MAY WISH TO CONSULT YOUR TAX ADVISER AND/OR LEGAL COUNSEL
WITH RESPECT TO ANY WITHHOLDING QUESTIONS WHICH YOU MIGHT HAVE.

If you elect not to have withholding apply to your distribution
payment(s), or if you do not have enough federal income tax withheld from your
distribution payment(s), you may be responsible for the payment of estimated
income tax. You may incur penalties under the estimated tax rules if your
withholding and estimated tax payments are not sufficient.

C-214

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN

DISTRIBUTION ELECTION FORM

Employer: __________________________________________
Participant: __________________________________________
Participant's Address: __________________________________
__________________________________
Participant's Social Security No.: ________________________
Participant's Date of Birth: _____________________________
Plan Account No.: _____________________________________

This form completed by: ______ Participant _____ Beneficiary*

FORM OF DISTRIBUTION

By signing this document, I request that my benefits in the AMWAY
MANAGEMENT COMPANY MASTER PROFIT-SHARING PLAN (the "Plan") be distributed in the
manner indicated below.

Before completing this form you should read the Special Tax Notice
Regarding Plan Payments. The portion of your distribution which is an eligible
rollover distribution is subject to a mandatory 20% income tax withholding
unless it is paid in a direct rollover. The portion of your distribution which
is NOT an eligible rollover distribution (i.e., payments spread over long
periods and required minimum payments) is subject to elective income tax
withholding (see the Notice of Income Tax Withholding on Certain Distribution
From Amway Management Company Master Profit-Sharing Plan). You have the
responsibility to notify the Amway Management Company what portion of your
distribution is an eligible rollover distribution so that the proper income tax
withholding rules may be applied.

(Note: You may divide your distribution (i.e., a portion paid to you
and the remainder paid in a direct rollover to a retirement plan or individual
retirement arrangement ("IRA")); however, you may NOT do so if the direct
rollover is less than $500.)

_____ 1. Lump sum payment to:

_____ Me
_____ The retirement plan or IRA indicated below.
_____ Me in the amount of $__________ with a direct rollover
of the remainder to the retirement plan or IRA indicated below.

*Read the "Surviving Spouses, Alternative Payees, and Other Beneficiaries"
portion of the Special Tax Notice Regarding Plan Payments before completing
this form.

C-215

<PAGE>

_____ 2. (indicate monthly, quarterly or annual)
installment payments to:

_____ Me over a period of __________ years.

_____ The retirement plan or IRA indicated below over a
period of __________ years. (This option is available
only if the installment payments are for a period of
ten years or less.)

_____ 3. A lump sum payment of $____________ with the remaining
portion in (indicate monthly,
quarterly or annual) installment payments over a period of
__________ years.

a. Please distribute the lump sum payment to:

_____ Me

_____ The retirement plan or IRA indicated below.

b. Please distribute the installment payments to:

_____ Me

_____ The retirement plan or IRA indicated below. (This
option is available only if the installment
payments are for a period of ten years or less.)

IF YOU ELECTED A DIRECT ROLLOVER OF YOUR DISTRIBUTION TO ANOTHER EMPLOYER'S
RETIREMENT PLAN, THE FOLLOWING INFORMATION MUST BE PROVIDED. (FAILURE TO
ACCURATELY COMPLETE THIS SECTION MAY PREVENT A DIRECT ROLLOVER FROM OCCURRING.)

Name of the retirement plan: ________________________________________

Name and address of the plan's trustee:_______________________________
___________________________________________________________________

___________________________________________________________________

IF YOU ELECTED A DIRECT ROLLOVER OF YOUR DISTRIBUTION TO AN IRA, THE FOLLOWING
INFORMATION MUST BE PROVIDED. (FAILURE TO ACCURATELY COMPLETE THIS SECTION MAY
PREVENT A DIRECT ROLLOVER FROM OCCURRING.)

Name and address of the IRA custodian or trustee:_____________________
___________________________________________________________________

______________________________________________________________

Account Number of the IRA: ________________________________________

C-216
<PAGE>

TIME OF DISTRIBUTION

I understand that my lump sum payment will be made and/or my
installment payments will begin as soon as administratively feasible after I
request payment.

ACKNOWLEDGEMENT REGARDING DISTRIBUTION

In making this request for a distribution, I acknowledge the folloing:

1. If I have benefits of at least $3,500, I understand I do NOT
have to receive distribution of my benefits before I attain retirement age.

However, even though I may not yet be retirement age, I elect to receive my
vested benefits now rather than wait until retirement age.

2. I understand that the amount of my benefits will be based
upon the value of my accounts as of the date or dates my investment in the Amway
Mutual Fund and the Cash Equivalent Fund is sold.

3. I have received and read the Special Tax Notice Regarding
Plan Payments and understand the tax consequences of my election above.

4. If I elected a direct rollover of my vested benefits to
another retirement plan or IRA, I certify that the retirement plan or IRA is
eligible to receive the rollover.

Dated: , 199
------------------ - ------------------------------------------
Signature of Participant/Beneficiary

------------------------------------------
Printed Name of Participant/Beneficiary
Accepted By:
AMWAY MANAGEMENT COMPANY

By
--------------------------------------------

Its
-----------------------------------

Dated: , 199
--------------------------- -----------------------------------

C-217

<PAGE>

MEMORANDUM

TO: EMPLOYERS

FROM: AMWAY MANAGEMENT COMPANY

RE: REPORTING AND DISCLOSURE REQUIREMENTS IN CONNECTION WITH THE AMWAY
MANAGEMENT COMPANY MASTER PROFIT-SHARING PLAN
_______________________________________________________________________________

Your business has established a retirement plan by adopting the Amway
Management Company Master Profit-Sharing Plan ("Plan"). You are the plan
administrator of your Plan. As plan administrator, you are responsible for
certain reporting and disclosure requirements. This memo is in two parts. Part
I explains the general reporting and disclosure requirements for an employer
with no employees. An employer is considered to have no employees where the
employer is either:

(1) A sole proprietorship, where the sole proprietorship and
any other commonly owned businesses have no employees who have completed 12
months of employment, as defined in the Master Plan, other than the sole
proprietor and the sole proprietor's spouse;

(2) A partnership, where the partnership and any other commonly
owned businesses have no employees who have completed 12 months of
employment, as defined in the Master Plan, other than the partners and the
partners' spouses; or

(3) A corporation, where the corporation and any other commonly
owned businesses have no employees who have completed 12 months of
employment, as defined in the Master Plan, other than the shareholders and the
shareholders' spouses.

Part II explains the reporting and disclosure requirements for an employer with
one or more employees. Any employer not qualifying under part I is considered
to have one or more employees.

PART I

REPORTING AND DISCLOSURE REQUIREMENTS FOR EMPLOYERS WITH NO EMPLOYEES

A. ANNUAL REPORT. You must file an annual report, using IRS Form
5500EZ, with the Internal Revenue Service within seven months after the close of
each plan year. HOWEVER, IF YOUR PLAN'S ASSETS TOTAL $100,000 OR LESS ON THE
LAST DAY OF A PLAN YEAR, YOU ARE NOT REQUIRED TO FILE AN IRS FORM 5500EZ FOR
THAT PLAN YEAR AND THE REMAINING PORTION OF THIS SECTION DOES NOT APPLY TO YOU.
The remaining portion of this section applies to you if your Plan's
assets total more than $100,000 on the last day of a plan year and you are
required to file an IRS Form 5500EZ for that plan year. If a participant
separated from service during the plan year and his benefits were not paid
during the plan year, a Schedule SSA should be attached to the annual report.
If there was a change in the name or address of the plan administrator, or a
termination or merger of the Plan during the plan year, you should file
notification of the change on an attachment to the annual report. In addition,
in the case of a merger of the Plan, you must also file an IRS Form 5310 with
the IRS at least 30 days before the merger or any transfer of plan assets.

C-218

<PAGE>

To assist you in complying with your obligations, the Amway Management
Company intends to provide you each year with a partially completed IRS Form
5500EZ and the current year's instructions. Included in the partially completed
IRS Form 5500EZ will be a statement as to the total amount of your Plan's assets
as of the last day of the most recently completed plan year. The other items
included in the partially completed IRS Form 5500EZ are identical for all
businesses which have adopted the Master Plan. You must complete the remaining
items.

B. WRITTEN CONSENT FOR EARLY DISTRIBUTION. The Master Plan provides
that benefits will not be distributed to a terminated employee before normal
retirement age unless the employee requests an earlier distribution. The only
exception is that small benefits of less than $3,500 will be distributed without
the employee making a request. IRS regulations require a participant to request
an early distribution of $3,500 or more in writing. The Amway Management
Company will provide you with a Distribution Election form which satisfies this
requirement.

C. INCOME TAX WITHHOLDING/TAX RULES. A mandatory 20% income tax
withholding requirement is imposed on any distribution which is an "eligible
rollover distribution." A participant can avoid the mandatory 20% income tax
withholding by making a direct rollover of his distribution to an IRA or to
another employer retirement plan which accepts rollovers.

The IRS requires that you notify each participant of the mandatory 20%
income tax withholding and other special tax rules regarding a distribution from
the Plan. The Amway Management Company will provide you with a notice entitled
Special Tax Notice Regarding Plan Payments that may be used to satisfy this
requirement. Generally, you must provide this notice to the participant at
least 30 days but no more than 90 days before the distribution. However, a
participant may elect to begin receiving benefits within 30 days after being
provided the notice. If a participant requests payment in installments, the
notice must be provided once a year for the period during which the payments are
made.

The 20% income tax withholding tax requirement does not apply if the
distribution is NOT an eligible rollover distribution. If the distribution is
not an eligible rollover distribution it is subject to optional income tax
withholding. The Amway Management Company will provide you with a notice
entitled Notice of Income Tax Withholding on Certain Distributions to further
explain these rules to participants. If a distribution is not an eligible
rollover distribution, a participant must make his income tax withholding
election using the Distribution Election form and IRS Form W-4P. You should
send a participant's completed Distribution Election form and IRS Form W-4P to
the Amway Management Company. However, if the Amway Management Company does not
receive the completed Distribution Election form and IRS Form W-4P by the time
the first distribution payment is actually made to the participant, then income
tax will be withheld.

D. TAX WITHHOLDING REPORTS. If income taxes were withheld from a
participant's distribution from the Plan during a plan year, the Amway
Management Company will file an IRS Form 941 or 941E with the IRS.

E. BENEFICIARY DESIGNATION FORM. Each participant should complete a
Beneficiary Designation form. Again, the Amway Management Company will provide
you with a copy of this form. If the participant is married, he must designate
his spouse as primary beneficiary unless the participant and his spouse agree in
writing to choose a different or additional beneficiary. The spouse's consent
to another beneficiary must be witnessed by a notary public.

C-219

<PAGE>

PART TWO

REPORTING AND DISCLOSURE REQUIREMENTS FOR
EMPLOYERS WITH ONE OR MORE EMPLOYEES

A. ANNUAL REPORT. You must file an annual report, using IRS Form
5500-C/R, with the IRS within seven months after the close of each plan year.
If a participant separated from service during the plan year and his benefits
were not paid during the plan year, a Schedule SSA should be attached to the
annual report. If there was a change in the name or address of the plan
administrator, or a termination or merger of the Plan during the plan year, you
should file notification of the change on an attachment to the annual report.
In addition, in the case of a merger of the Plan, you must also file an IRS Form
5310 with the IRS at least 30 days before the merger or any transfer of plan
assets.

B. SUMMARY ANNUAL REPORT. Department of Labor regulations require a
summary annual report to be provided to each participant in the Plan within nine
months after the close of each plan year. The summary annual report is a fill-
in-the-blank summary of the financial condition of the Plan. However, in lieu
of providing a summary annual report to each participant, this requirement can
be satisfied through providing each participant in the Plan with a copy of the
IRS Form 5500-C/R, along with a Disclosure of Plan Information Under ERISA
notice. The Amway Management Company will provide you with a copy of a notice
which satisfies this requirement.

C. WRITTEN CONSENT FOR EARLY DISTRIBUTION. The Master Plan provides
that benefits will not be distributed to a terminated employee before normal
retirement age unless the employee requests an earlier distribution. The only
exception is that small benefits of less than $3,500 will be distributed without
the employee making a request. IRS regulations require a participant to request
an early distribution of $3,500 or more in writing. The Amway Management
Company will provide you with a Distribution Election form which satisfies this
requirement.

D. INCOME TAX WITHHOLDING/TAX RULES. A mandatory 20% income tax
withholding requirement is imposed on any distribution which is an "eligible
rollover distribution." A participant can avoid the mandatory 20% income tax
withholding by making a direct rollover of his distribution to an IRA or to
another employer retirement plan which accepts rollovers.
The IRS requires that you notify each participant of the mandatory 20%
income tax withholding and other special tax rules regarding a distribution from
the Plan. The Amway Management Company will provide you with a notice entitled
Special Tax Notice Regarding Plan Payments that may be used to satisfy this
requirement. Generally, you must provide this notice to the participant at
least 30 days but no more than 90 days before the distribution. However, a
participant may elect to begin receiving benefits within 30 days after being
provided the notice. If a participant requests payment in installments, the
notice must be provided once a year for the period during which the payments are
made.
The 20% income tax withholding tax requirement does not apply if the
distribution is NOT an eligible rollover distribution. If the distribution is
not an eligible rollover distribution it is subject to optional income tax
withholding. The Amway Management Company will provide you with a notice
entitled Notice of Income Tax Withholding on Certain Distributions to further
explain these rules to participants. If a distribution is not an eligible
rollover distribution, a participant must make his income tax withholding
election using the distribution election form and IRS Form W-4P. You should
send a participant's completed distribution election form and IRS Form W-4P to
the Amway Management Company. However, if the Amway Management Company does not
receive the completed distribution election form and IRS Form W-4P by the time
the first distribution payment is actually made to the participant, then income
tax will be withheld.

E. TAX WITHHOLDING REPORTS. If income taxes were withheld from a
participant's distribution from the Plan during a plan year, the Amway
Management Company will file an IRS Form 941 or 941E with the IRS.

C-220

<PAGE>

F. BENEFICIARY DESIGNATION FORM. Each participant should complete a
Beneficiary Designation form. Again, the Amway Management Company will provide
you with a copy of this form. If the participant is married, he must designate
his spouse as primary beneficiary unless the participant and his spouse agree in
writing to choose a different or additional beneficiary. The spouse's consent
to another beneficiary must be witnessed by a notary public.

G. SUMMARY PLAN DESCRIPTION. Within 120 days after you adopt the
Master Plan, you must provide each participant in your Plan with a copy of a
Summary Plan Description ("SPD"). Further, each subsequent new participant in
your Plan must be provided with a copy of the SPD within 90 days after becoming
a participant. Every fifth year, an updated SPD must be furnished to
participants and beneficiaries if your plan has been amended during that five
year period. If no plan amendment is made within the five year period, the
updated SPD need only be furnished once every ten years. In addition, a copy of
the SPD must be filed with the Department of Labor.

No official SPD form is available. However, a description of what
must be included in the SPD is set forth in Department of Labor regulations.
Among the items which must be included in the SPD are the following:

1. The name of your Plan which has been established by adopting
the Master Plan (this is typically "[employer's name] Profit-Sharing
Plan").

2. The name of the Master Plan (Amway Management Company Master
Profit-Sharing Plan).

3. The number assigned to the Master Plan by the IRS
(H7728120).

4. The name, address and telephone number of the Master Plan
sponsor (Amway Management Company, 7575 East Fulton Road, S.E., Ada,
Michigan 49355-0001; telephone number (616) 676-6288).

5. The name, address and telephone number of the trustee
(Michigan National Bank, 27777 Inkster Road, P.O. Box 9065, Farmington Hills,
Michigan 48333; telephone number (313) 473-3555).

6. The name, address and telephone number of the employer
adopting the Master Plan.

7. The taxpayer identification number of the employer adopting
the Master Plan.

8. The type of Plan (profit-sharing plan).

9. The type of administration (your Plan is administered by a
plan administrator).

10. The name, address and telephone number of the plan
administrator (this is typically the employer).

11. The name and address of an individual designated as agent
for service of legal process along with a statement that legal process may
also be served on the plan administrator or the trustee.

C-221

<PAGE>

12. The date of the last day of the plan year (this is typically
December 31, unless you specifically elect a plan year other than the
calendar year in your Joinder Agreement).

13. The Plan's eligibility and participation requirements.

14. The definition of normal retirement age.

15. A statement that a participant's benefits are fully vested
and nonforfeitable at the time contributions are made on his behalf.

16. A statement that plan benefits are not insured by the
Pension Benefit Guaranty Corporation because the Plan is a defined contribution
plan with individual accounts for participants.

17. The Plan's contribution formula.

18. The Plan's claims procedure.

19. An explanation of the rights of participants and
beneficiaries under the federal law known as ERISA.

YOU SHOULD CONSULT WITH YOUR LEGAL COUNSEL TO INSURE THAT YOUR SPD
CONTAINS ALL THE INFORMATION REQUIRED UNDER FEDERAL LAW.

H. SUMMARY OF MATERIAL MODIFICATIONS. If an important change is
made to the Master Plan or your Joinder Agreement, you must provide the
participants with a "Summary of Material Modifications" to inform them of the
change. This document must be supplied no later than seven months after the end
of the plan year in which the change is made. A copy of the Summary of Material
Modifications must also be filed with the Department of Labor.

I. OTHER REPORTS AND RECORDS RETENTION. The Department of Labor may
ask you to supply additional documents as it requires in order to enforce its
responsibilities under federal law. In this respect, plan administrators are
generally required to preserve their plan records for at least six years from
the filing of a report to which those documents relate.

THIS MEMORANDUM GENERALLY DISCUSSES THE TYPES OF REPORTS WHICH YOU MAY
BE REQUIRED TO FILE IN CONNECTION WITH YOUR PLAN. YOU SHOULD CONSULT WITH YOUR
TAX ADVISER AND/OR LEGAL COUNSEL CONCERNING WHICH REPORTING AND DISCLOSURE
REQUIREMENTS YOU MUST SATISFY IN YOUR PARTICULAR SITUATION.

C-222

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN
JOINDER AGREEMENT
(STANDARDIZED FORM)
_________________________

EMPLOYER: _____________________________________________________________________

ADDRESS: _____________________________________________________________________

__________________________________________________________________________

TELEPHONE NUMBER: ___________________________________________________________

AUTHORIZED REPRESENTATIVE (to instruct
Trustee):_______________________________________________________________________
________________________________________________________________________________

TAX YEAR END:_____________________PLAN NUMBER:____________________________

TAXPAYER IDENTIFICATION NUMBER: _____________________________________ _____

FORM OF BUSINESS (check one):
____ Sole Proprietorship ____ Regular Corporation

____ Partnership ____ S Corporation

____ Limited Liability Company ____ Other

TRUSTEE: Michigan National Bank
27777 Inkster Road
P.O. Box 9065
Farmington Hills, MI 48333
(313) 473-3555

SPONSOR: Amway Management Company
7575 East Fulton Road
Ada, MI 49355
(616) 676-6288

C-223
<PAGE>

This Joinder Agreement, when signed by Employer and Michigan National
Bank ("Trustee"), shall establish or amend Employer's retirement plan for the
benefit of its eligible employees and the employees of any Related Employer.
The terms of the Amway Management Company Master Profit-Sharing Plan ("Master
Plan") for Plan Years beginning on or after January 1, 1989, are incorporated by
reference into this document.

The terms of the Master Plan and provisions elected in this Joinder
Agreement will constitute the terms and conditions of Employer's retirement
plan. This Joinder Agreement may only be used in conjunction with the Master
Plan (Master Plan 01). Employer's failure to properly complete this Joinder
Agreement may result in the disqualification of Employer's retirement plan.

1. NEW PLAN OR AMENDMENT. This Adoption Agreement constitutes:

___ (a) A new plan established by Employer.

___ (b) An amendment of a plan maintained by Employer.

Effective date of former plan: __________________.

Note: If the Adoption Agreement is intended as an amendment of a prior
plan (other than a plan established using this Master Plan), Employer may NOT
use the Master Plan if the prior plan permitted benefit distributions in a form
other than lump sum payments and installment payments.

2. EFFECTIVE DATE. The Plan or this amendment of the Plan shall be effective
as of __________________________.

3. PLAN YEAR. The Plan Year and any other limitation year of the Plan is the
calendar year, unless the Employer has a different taxable year. In that event,
the Plan Year and any other limitation year shall begin on __________________
(must be the first day of a calendar month) and end on _________________.

4. COVERED EMPLOYEES. The Plan shall cover all employees of Employer and any
Related Employer who have completed at least one year of service, as defined in
the Master Plan and in this Joinder Agreement.

C-224

<PAGE>

A Related Employer includes any other business entity, whether or not
incorporated, that is commonly-owned with Employer. A commonly-owned business
exists if, for example:

-- The Employer owns more than 80% of another business.

-- The owners or shareholders of Employer, individually or together
with less than five individuals, own or control another business.

Note: These are only two examples of commonly-owned businesses. An
Employer should consult its legal counsel regarding this issue.

5. YEAR OF SERVICE. For purposes of eligibility to participate in the Plan, a
year of service means (check one):

___ (a) 12 months of employment with Employer or a Related Employer
(while related). An Employee shall be credited with service based on the time
between the Employee's date of employment (i.e., the date on which the Employee
performs his first hour of service for Employer) and the Employee's severance
from service (i.e, the date as of which the Employee quits, retires, is
discharged or dies; or, if earlier, the date on which the Employee has not
performed an hour of service for one year). However, if an Employee has a
severance from service and is rehired before incurring a break in service (i.e.,
a period of 12 continuous months beginning as of an Employee's severance from
service and during which the Employee is not employed by Employer), the period
in which the Employee is not employed shall be included in his service for this
purpose.

___ (b) An eligibility computation period where the Employee is employed
on the last day of the eligibility computation period and has at least 1,000
hours of service during the eligibility computation period. The initial
eligibility computation period is the 12-consecutive-month period beginning on
the Employee's date of employment. After the initial eligibility period, the
eligibility computation period is each Plan Year beginning after the Employee's
date of employment.

6. OTHER QUALIFIED PLAN. If an Employer also maintains another Qualified
Plan, Employer may not adopt the Master Plan unless the other Qualified Plan
provides the minimum benefit accrual or minimum contribution required under
Section 416 of the Code. Note: If an Employer maintains another Qualified
Plan, the Employer should consult its legal counsel regarding this issue.

C-225

<PAGE>

7. TRUSTEE'S FEES AND EXPENSES. Employer agrees that Trustee shall be
entitled to, and may charge and receive from the Trust, such reasonable fees and
expenses agreed to by Trustee and Sponsor.

8. LIMITATIONS ON ANNUAL ADDITIONS. If Employer maintains, or ever has
maintained, another qualified plan in which any Participant in this Plan is (or
was) a Participant or could possibly become a Participant, Employer must
complete this section.

(a) If the Participant is covered under another qualified defined
contribution plan maintained by Employer, other than a Master or Prototype plan:

___ (i) The provisions of Section 9.2(a) through Section 9.2(f) of
the Master Plan will apply, as if the other plan was a Master or Prototype plan.

___ (ii) (Provide the method under which the plans will limit total
Annual Additions to the Maximum Permissible Amount, and will properly reduce any
Excess Amounts, in a manner that precludes Employer discretion. This should be
done on attached Exhibit A.)

(b) If the Participant is, or ever has been, a Participant in a defined
benefit plan maintained by Employer:

___ (i) In any Limitation Year, the Annual Additions credited to
the Participant under this Plan may not cause the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction to exceed 1.0. If the
Employer contributions that would otherwise be allocated to the Participant's
Employer Contribution Account during such year would cause the 1.0 limitation to
be exceeded, the allocation will be reduced so that the sum of the fractions
equals 1.0. Any contributions not allocated because of the preceding sentence
will be allocated to the remaining Participants under the allocation formula
under the Plan. If the 1.0 limitation is exceeded because of an Excess Amount,
such Excess Amount will be reduced in accordance with Section 9.1(d) of the
Master Plan.

___ (ii) (Provide the method under which the plan involved will
satisfy the 1.0 limitation in a manner that precludes Employer discretion. This
should be done on attached Exhibit A.)

9. INFORMATION TO TRUSTEE. Employer agrees to furnish to Trustee all
information it reasonably may require for the proper operation of the Plan.

C-226

<PAGE>

10. CONTRIBUTIONS HELD IN TRUST. Trustee agrees to hold all contributions made
to the Trust Fund by Employer in trust, in accordance with the terms and
provisions of the Plan and to distribute the same only as provided in the Plan.

11. AMENDMENT OR TERMINATION BY SPONSOR. Sponsor shall inform Employer of any
amendments made to the Master Plan or of the discontinuance or abandonment of
the Master Plan.

12. AMENDMENT OR TERMINATION BY EMPLOYER. Employer reserves the right to amend
or terminate the Plan at any time, subject to the requirements of Article XIV of
the Master Plan.

13. RELIANCE ON OPINION LETTER. An Employer who has ever maintained or later
adopts any plan in addition to this Plan may NOT rely on an opinion letter
issued by the National Office of the Internal Revenue Service ("IRS") regarding
the Master Plan as evidence that the Plan is qualified under Section 401 of the
Code. For this purpose, a Welfare Benefit Fund and an Individual Medical
Benefit Account, as defined in the Master Plan, shall be treated as an
additional plan. If an Employer who adopts or maintains multiple plans wishes
to obtain reliance that its plan(s) are qualified, the Employer must apply to
the appropriate key district office of the IRS for a determination letter.
An Employer may not rely on the opinion letter issued by the National
Office of the IRS as evidence that this Plan is qualified under Section 401 of
the Code unless the terms of the Plan, as herein adopted or amended, that
pertain to the requirements of Sections 401(a)(4), 401(a)(17), 401(l),
401(a)(5), 410(b) and 414(s) of the Code are either made effective retroactively
to the first day of the first Plan Year beginning after December 31, 1988 (or
such other date on which these requirements first become effective with respect
to this Plan) or are made effective no later than the first day on which
Employer is no longer entitled, under regulations, to rely on a reasonable, good
faith interpretation of these requirements, and the prior provisions of the Plan
constitutes such an interpretation.
IN WITNESS OF WHICH, Employer and Trustee have signed this Joinder
Agreement this ______ day of _____________, 199__.

EMPLOYER_____________________________________________

By__________________________________________

Its__________________________________

C-227

<PAGE>

MICHIGAN NATIONAL BANK

By__________________________________________

Its___________________________________

Note: Before signing the Joinder Agreement, an Employer should have its
legal counsel review the Master Plan and Joinder Agreement to determine if they
are appropriate in the Employer's circumstances and to insure that Employer
understands its responsibilities.

C-228

<PAGE>

AMWAY MANAGEMENT COMPANY

MASTER PROFIT-SHARING PLAN
QUESTION AND ANSWER BROCHURE

1. WHAT IS THE AMWAY MANAGEMENT COMPANY MASTER PROFIT-SHARING PLAN (MASTER
PLAN)?
The Master Plan is a tax-exempt retirement plan which can be adopted by any
business (sole proprietorship, partnership or corporation) for the benefit
of the employees and owners of the business. Subject to certain
limitations, contributions to the Master Plan for the benefit of the
employees and owners of the business are deductible on the business'
federal income tax return. Most states provide for a similar deduction.
You should consult your tax adviser and/or legal counsel concerning the law
in your state.

2. WHO IS CONSIDERED AN OWNER OF THE BUSINESS FOR PARTICIPATION PURPOSES?
A sole proprietor or a partner in a partnership may participate in the
Master Plan, provided the proprietor or partner receives income for
personal services on behalf of the business. A shareholder of a regular or
S corporation may also participate in the Master Plan if the shareholder is
an employee of the corporation.

3. MAY THE MASTER PLAN BE ADOPTED EVEN IF THE OWNER OF THE BUSINESS ADOPTING
THE PLAN ALSO WORKS FOR ANOTHER EMPLOYER?
Yes. The Master Plan may be adopted even if the owner of the business is
covered by another employer's retirement plan. For example, an Amway
distributor may adopt the Master Plan with regard to his distributorship
business, in addition to being covered by another employer's retirement
plan.

However, if the business adopting the Master Plan is under common control
with one or more other businesses, the employees of all the commonly owned
businesses must be covered. See also question and answer 10.

4. HOW CAN I PARTICIPATE IN THE MASTER PLAN?
The owners and employees of a business can participate in the Master Plan
if the business completes a Joinder Agreement. The Joinder Agreement must
be executed by an authorized representative of the business adopting the
Master Plan. It must also be signed by Michigan National Bank, the trustee
of the Master Plan.

The Joinder Agreement must be executed by the parties no later than the
last day of the tax year (December 31, in the case of a calendar year
taxpayer) for which the initial contribution is being made. As a practical
matter, it is much better for the Joinder Agreement to be completed,
executed and mailed to the Amway Management Company well in advance of this
deadline. The Amway Management Company will then have the Joinder
Agreement signed by Michigan National Bank.

The initial contribution must be a minimum of $100 (for amounts invested in
the Amway Mutual Fund) and $1,000 (for amounts invested in the Cash
Equivalent Fund). The contributions should be sent in with the Joinder
Agreement and should specify the initial investment direction in dollar
amounts (e.g., $100 to be invested in the Amway Mutual Fund and $1,000 to
be invested in the Cash Equivalent Fund). In addition, if the business
adopting the Master Plan is a corporation, the corporation must include
with its Joinder Agreement, a copy of the board of directors' resolution
approving the adoption of the Master Plan. The resolution must also
approve the corporation's annual contribution and authorize the
corporation's officers to perform all acts necessary to adopt the Master
Plan.

C-229

<PAGE>

If you are interested in adopting the Master Plan, you can obtain a copy of
the Joinder Agreement and the other adoption documents either by sending in
the coupon at the end of this question and answer brochure or by writing or
calling the Amway Management Company at 7575 East Fulton Road, S.E., Ada,
Michigan 49355-7150, telephone number (616) 676-6288.

5. HOW DOES A PARTICIPATING BUSINESS DETERMINE THE AMOUNT OF ITS ANNUAL
CONTRIBUTION TO THE MASTER PLAN?
A participating business' annual contribution is discretionary. The
business may decide the amount, if any, that it will contribute to the
Master Plan each year. However, the business' annual contribution may not
exceed the maximum deductible contribution permitted under the Internal
Revenue Code. Generally, this amount is 15% of all of the participants'
annual compensation. Further, the annual amount added to each
participant's account in the Master Plan and all other defined contribution
plans maintained by the business may not exceed the lesser of 25% of the
participant's compensation or $30,000. In general, the business may deduct
the amount of the annual contribution on its federal and state income tax
returns and the benefits are not taxable to the participants until
distributed.

6. WHAT CONSTITUTES COMPENSATION FOR PURPOSES OF THE MASTER PLAN?
For participants who are regular employees, compensation generally means
wages, salary, overtime, incentive pay, bonuses and commissions. For
participants who are partners in or proprietors of the business adopting
the Master Plan, compensation generally means net earnings with respect to
the business adopting the Master Plan. For this purpose, net earnings are
determined after the deduction of all annual contributions made to the
Master Plan by the business.

For purposes of contributions made on behalf of participants, annual
compensation is subject to a dollar limit. Effective for plan years
beginning before January 1, 1993, the dollar limit is $200,000 per
participant. The $200,000 limit is adjusted each year for increases in the
cost of living. (The limit for 1993 is $235,840.) Effective for plan
years beginning on or after January 1, 1994, the dollar limit is $150,000
per participant. The $150,000 limit will be adjusted in $10,000 increments
for increases in the cost of living. (These adjustments will occur less
frequently than annually.)

7. WHAT HAPPENS TO A BUSINESS' ANNUAL CONTRIBUTION?
A business' annual contribution is allocated to each participant based on
the ratio that the participant's compensation for the year bears to the
total compensation of all eligible participants of the business for the
year. The contributions are credited to individual accounts in the
participants' names.

The entire amount allocated to each participant's individual account will
be invested by the trustee in Amway Mutual Fund, Inc. common stock or,
effective as of September 1, 1993, in the Cash Equivalent Fund, or in a
combination of both. The Amway Mutual Fund and the Cash Equivalent Fund
are valued each business day. The value of a participant's account as of
any business day will be the number of shares of common stock in the Amway
Mutual Fund credited to the participant's individual account as of that
date, multiplied by the market value per share, plus the amount in the Cash
Equivalent Fund credited to the participant's individual account as of that
date. The trustee will provide each participant with a statement regarding
the value of his account as of the last day of each plan year. The amount
eventually distributed to a participant will be the value of his individual
account as of the date or dates his interest in the Amway Mutual Fund and
the Cash Equivalent Fund is sold.

8. TO WHOM SHOULD THE BUSINESS' ANNUAL CONTRIBUTION CHECK BE MADE PAYABLE?
Michigan National Bank, Trustee.

C-230

<PAGE>

9. WHEN MUST A BUSINESS MAKE A CONTRIBUTION TO THE MASTER PLAN IN ORDER TO
QUALIFY FOR A TAX DEDUCTION?

If a business adopted the Master Plan as described in question and answer
4, its contributions may be made at any time before the time prescribed by
federal law for the business to file its income tax return (including
extensions).

For example, in the case of an unincorporated sole proprietorship which
files on a calendar year basis and which executes a Joinder Agreement by
December 31 of the current year, any contributions for the current year
normally would have to be made by April 15 of the following year, assuming
the sole proprietorship has not obtained any extensions. However, to
insure that the contribution in this example was timely made, we would have
recommended that it be mailed prior to April 15 so that the transaction
would have been completed by that date. However, if the Joinder Agreement
had not been executed by December 31 of the prior calendar year, then no
contribution could have been made for the prior year.

10. WHEN MUST AN EMPLOYEE BE INCLUDED AS A PARTICIPANT?

Any employee who has completed one year of service with the business or any
other commonly owned business must be included as a participant. The
employee will become a participant on the date he completes one year of
service. In the Joinder Agreement, you must select one of two possible
definitions of year of service for this purpose. The first definition is
the completion of 12 months of employment, whether or not consecutive.
This would allow an employee who works for you on a part-time basis to
become eligible to participate. The second definition is a 12-consecutive-
month period where the employee has 1,000 hours of service and is employed
on the last day of the period. This definition tends to limit
participation to full-time employees.

If your business has any employees, you should notify the Amway Management
Company. You should also consult with your tax adviser and/or legal
counsel because there are several special rules that apply to a business
which has one or more employees.

11. WHEN MAY FUNDS BE WITHDRAWN BY A PARTICIPANT?
Generally, a participant may request distribution of his benefits at any
time following the date the participant:

(a) Becomes totally disabled. A participant is "totally disabled" if
the participant has a permanent inability to perform the usual
duties of his job due to a physical or mental impairment (as
determined by the written opinion of a physician selected by the
plan administrator, unless the plan administrator determines that
a physician's examination is unnecessary);

(b) Attains normal retirement age. A participant will attain normal
retirement age on the earlier of the date the participant attains
age 65 or attains 59 1/2 and has participated in the Plan for at
least five years; or

If your business terminates the Plan, the participant will receive a
distribution of benefits. Further, federal law requires that a
participant's benefit payments begin by the April 1 after the calendar year
in which he attains age 70 1/2, regardless of whether he has terminated
employment.

C-231

<PAGE>

12. HOW MAY BENEFITS BE RECEIVED?

There are three forms in which payments may be made. A participant may
elect the form of payment he prefers. The forms of payment are as follows:

(a) A lump sum payment of the entire amount in the participant's
account;

(b) Payments in roughly equal monthly, quarterly or annual
installments for a specific number of years. The specific number
of years for which the payments will last can not exceed either
the participant's life expectancy or the joint life expectancy of
the participant and his beneficiary; or

However, if the amount in the participant's account is less than $3,500,
the participant does not have a choice as to the form of distribution.
This amount will be paid to the participant in a lump sum.

13. WHAT HAPPENS IF A PARTICIPANT DIES BEFORE RECEIVING HIS BENEFITS?

If a participant dies before receiving all or any portion of his benefits,
the participant's interest will be paid to the participant's beneficiary or
beneficiaries named in the participant's Beneficiary Designation form.
However, if the participant is married, the participant's spouse will be
the sole primary beneficiary unless the spouse consents in writing to the
naming of an additional or different beneficiary. If the participant fails
to designate a beneficiary or if no beneficiary survives the participant,
distribution will be made to the participant's surviving spouse. If there
is no surviving spouse, distribution will be made to the participant's
estate.

Benefits will generally be distributed in the form elected by the
participant in his Distribution Election Form. However, the beneficiary
may elect a more rapid form of distribution. Further, if the participant
fails to complete a Distribution Election form, the beneficiary may choose
the form of distribution from the methods described in question and answer
12.

14. WHAT ARE THE TAX CONSEQUENCES OF A DISTRIBUTION?

Distributions are generally taxable income. Most distributions are subject
to a mandatory 20% income tax withholding unless the distribution is paid
in a direct rollover to an IRA or other employer retirement plan that
accepts rollovers. When you becomes eligible to receive a distribution of
your benefits, the Amway Management Company will provide you with more
detailed information concerning the mandatory 20% income tax withholding
requirements and the mechanics of a direct rollover.

Further, if the participant receives a distribution before age 59 1/2, the
participant will also be subject to an excise tax equal to 10% of the
amount of the distribution. The 10% excise tax is in addition to regular
income tax. The 10% excise tax is imposed unless one of the following
exceptions applies:

(a) The distribution is rolled over to an IRA or other qualified
retirement plan within 60 days after the participant receives it;

(b) The distribution is made as a result of the participant's
termination of employment after attaining at least age 55;

C-232

<PAGE>

(d) The distribution is used to pay deductible medical expenses
(medical expenses which exceed 7 1/2% of the participant's
adjusted gross income); or

(e) The distribution is made under a qualified domestic relations
order.

A participant should consult with his tax adviser and/or legal counsel for
more information about the taxation of the distribution of his benefits.

15. MAY A PARTICIPANT BORROW AGAINST THE MASTER PLAN?
No. No loans are permitted from the Master Plan. Further, participant's
benefits may not be used as collateral for loans.

16. IF I AM ALREADY PARTICIPATING IN ANOTHER QUALIFIED RETIREMENT PLAN, MAY I
TRANSFER MY INTEREST IN THAT PLAN TO THE MASTER PLAN?
Yes. The Master Plan will accept rollovers and transfers from certain
other qualified retirement plans and IRAs containing only the distributions
from those plans and any earnings on the distributions. More information
regarding rollovers and transfers is available from the Amway Management
Company. Any amount you roll over or transfer is placed in your "rollover
account."

17. MAY I TRANSFER THE SHARES IN MY AMWAY MUTUAL FUND ACCOUNT TO THE MASTER
PLAN?
No. It is the current position of the IRS that the transfer of property
other than cash to a qualified retirement plan is a prohibited transaction.
However, by the use of the "reinvestment privilege" you may, if certain
requirements are met, redeem shares of the Amway Mutual Fund and contribute
the proceeds to the Master Plan and avoid the sales commission. The tax
status of a gain realized on a redemption will not be affected by the
exercise of this "reinvestment privilege," but a taxable loss may be
nullified by such exercise.

18. WHAT ARE SOME OF THE ADVANTAGES OF THE MASTER PLAN?
One of the primary advantages of the Master Plan is that less income tax is
ordinarily paid during a taxpayer's lifetime. This results because the
annual contribution is tax deductible and is not subject to federal income
tax until paid to the participant in the form of retirement benefits which
typically then occurs at lower income tax rates.
A second advantage is that ordinary income dividends and capital gain
distributions, if any, earned on the amounts contributed are not subject to
tax until paid to the participant as retirement benefits. This deferral of
income tax has a compounding effect (i.e., there are dividends on
reinvested dividends on reinvested dividends, etc.) over the years without
any income taxes to reduce this compounding effect until benefits are paid
after retirement.

Based on these advantages, it is in the best interest of all employers to give
serious consideration to the Master Plan as a means of developing or
supplementing their retirement programs. We strongly urge you to discuss this
matter with your tax adviser and/or legal counsel.

The purpose of this brochure is to explain the major provisions under the Master
Plan. However, in the event of any differences between this brochure and the
Master Plan, the terms of the Master Plan document will control. If you are
interested in adopting the Master Plan and would like a copy of the Joinder
Agreement and the other adoption documents, please complete and return the
coupon on page eight.

C-233

<PAGE>

AMWAY MANAGEMENT COMPANY
7575 East Fulton Road, S.E.
Ada, Michigan 49355-7150 Date: ___________________________

Please send me the Joinder Agreement and the other adoption documents for the
Amway Management Company Master Profit-Sharing Plan. I would also like a copy
of the Master Plan document.

Name: ______________________________________________________________________

Address: ____________________________________________________________________

City, State, Zip Code: _________________________________________________________

Telephone: __________________________________________________________________

C-234

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN
_____________________________________

BENEFICIARY DESIGNATION FORM

NOTE: The employer and each employee who has completed at least one year of
service, as defined in the Master Plan, should complete this Beneficiary
Designation form.

Employer: _________________________________________________
Participant: ________________________________________________
Participant's Address: _______________________________________
_______________________________________
Participant's Social Security No.: _____________________________
Participant's Date of Birth: __________________________________

I, _____________________________, am a participant in the Plan the
above-named employer has established by adopting the Amway Management Company
Master Profit-Sharing Plan ("Plan"). I ______________________ (am or am not)
married and my spouse's name is ____________________. I understand that if I am
married and I do not name my spouse as my sole primary beneficiary, my
beneficiary designation will not be effective without the consent of my spouse.

PRIMARY BENEFICIARY(IES)

As a Plan participant, I designate the following as my primary
beneficiary(ies) to receive any benefits payable under the Plan by reason of my
death:

Name and Address of Date of % of
Primary Beneficiary(ies) Relationship Birth Benefit

_______________________________ ____________ _______ ______%

I understand that, if a primary beneficiary dies before my benefits
are distributed among all primary beneficiaries, the beneficiary's share shall
be distributed among the remaining primary beneficiaries in proportion to their
respective shares.

SUCCESSOR BENEFICIARY(IES)

If all of my primary beneficiaries predecease me, then I designate the
following as my successor beneficiary(ies) under the Plan:

C-235

<PAGE>

Name and Address of Date of % of
Successor Beneficiary(ies) Relationship Birth Benefit

_______________________________ ____________ _______ ______%

I understand that, if a successor beneficiary dies before my benefits
are distributed among all successor beneficiaries, the deceased beneficiary's
share shall be distributed among the remaining successor beneficiaries in
proportion to their respective shares.

I understand that I may change the above designations at any time by
filing a new beneficiary designation form with the plan administrator.
Dated: ___________________, 199_ __________________________________________

Signature of Participant

- --------------------------------------------------------------------------------

- -----------------------------------------NOTE TO PARTICIPANT: If you have named
a primary beneficiary in addition to, or other than, your spouse, your
designation will not be effective unless your spouse consents as follows to the
designation:

SPOUSE'S CONSENT
I am the current spouse of the participant who has completed this
Beneficiary Designation form. I understand that in the event of the
participant's death, all of the participant's benefits will be paid to me as
provided in the Plan, unless the participant names an additional or different
beneficiary and I consent in writing to the designation. I understand that I am
under no obligation to give my written consent to such a designation. I further
understand that the participant has named a primary beneficiary other than me,
and I consent to that designation.

Dated: ___________________, 199__ __________________________________________

Signature of Participant's Spouse

Signed and sworn to before me this
______ day of ____________, 199__.

___________________________________
Notary Public, __________ County,____
My Commission Expires:_____________

Return a copy of this completed Beneficiary Designation form to:
Amway Management Company
7575 East Fulton Road, S.E.
Ada, MI 49355-0001

C-236

<PAGE>

AMWAY MANAGEMENT COMPANY
MASTER PROFIT-SHARING PLAN
______________________________

SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS

This notice contains important information you will need before you
decide how to receive your benefits from the AMWAY MANAGEMENT COMPANY MASTER
PROFIT-SHARING PLAN (the "Plan").

This notice must be provided to you no less than 30 days and no more
than 90 days before a distribution is scheduled to occur. You have no less than
30 days after this notice is provided to you to decide how your Plan payment is
to be paid. Notwithstanding this right, you may elect to begin receiving your
Plan payment within 30 days after this notice is provided to you.

PLAN PAYMENTS

A payment from the Plan that is eligible for "rollover" (see below)
can be paid in a "direct rollover" or it can be paid to you. You can have ALL
OR ANY PORTION of your payment paid in either method. A rollover is a payment
of your Plan benefits to your individual retirement arrangement ("IRA") or to
another employer plan that accepts rollovers. The method of payment you choose
will affect the tax you owe.

I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER

The plan administrator should be able to tell you what portion of your
payment is an eligible rollover distribution.

The following types of payments CANNOT be rolled over:

A. PAYMENTS SPREAD OVER LONG PERIODS. You cannot roll over a
payment if it is part of a series of equal (or almost equal) payments that are
made at least once a year and that will last for:

1. Your lifetime (or your life expectancy);

2. Your lifetime and your beneficiary's lifetime (or life
expectancies); or

3. A period of ten years or more.

C-237

<PAGE>

B. REQUIRED MINIMUM PAYMENTS. Beginning in the year you reach
age 70 1/2, a certain portion of your payment cannot be rolled over because it
is a "required minimum payment" that must be paid to you.

II. TAX CONSEQUENCES OF DIRECT ROLLOVERS

A. DIRECT ROLLOVERS GENERALLY. You can choose a direct
rollover of all or any portion of your payment that is an "eligible rollover
distribution," as described above. In a direct rollover, the eligible rollover
distribution is paid directly from the Plan to an IRA or another employer plan
that accepts rollovers.
If you choose a direct rollover, you are not taxed on a payment
until you later take it out of the IRA or the employer plan. If you choose a
direct rollover, your payment:
1. Will not be taxed in the current year and no income tax
will be withheld.

2. Will be made directly to your IRA or, if you choose, to
another employer plan that accepts your rollover.

3. Will be taxed later when you take it out of the IRA or
the employer plan.

B. DIRECT ROLLOVER TO AN IRA. You can open an IRA to receive
the direct rollover. (The term "IRA," as used in this notice, includes
individual retirement accounts and individual retirement annuities.) If you
choose to have your payment made directly to an IRA, contact an IRA sponsor
(usually a financial institution) to find out how to have your payment made in a
direct rollover to an IRA at that institution.

If you are unsure of how to invest your money, you can
temporarily establish an IRA to receive the payment. However, in choosing an
IRA, you may wish to consider whether the IRA you choose will allow you to move
all or part of your payment to another IRA at a later date without penalties or
other limitations. See IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS,
for more information on IRAs (including limits on how often you can roll over
between IRAs).

C. DIRECT ROLLOVER TO A PLAN. If you are employed by a new
employer that has a plan, and you want a direct rollover to that plan, ask the
administrator of that plan whether it will accept your rollover. If your new
employer's plan does not accept a rollover, you can choose a direct rollover to
an IRA.

D. DIRECT ROLLOVER OF A SERIES OF PAYMENTS. If you receive
eligible rollover distributions that are paid in a series for less than ten
years, your choice to make or not make a direct rollover for a payment will
apply to all later payments in the series until you change your election. You
are free to change your election for any later payment in the series.

C-238

<PAGE>

III. TAX CONSEQUENCES IF PAID TO YOU
A. PAYMENTS TO YOU IN GENERAL. If you have the payment made to
you, it is subject to a 20% income tax withholding. The payment is taxed in the
year you receive it unless, within 60 days, you roll it over to an IRA or
another plan that accepts rollovers. If you do not roll it over, special tax
rules may apply. If you choose to receive the payment:

1. You will receive only 80% of the payment because the
plan administrator is required to withhold 20% of the payment and send it to the
IRS as income tax withholding to be credited against your taxes.

2. Your payment will be taxed in the current year unless
you roll it over. You may be able to use special tax rules that could reduce
the tax you owe. However, if you receive the payment before age 59 1/2, you
also may have to pay an additional 10% tax.

3. You can roll over the payment by paying it to your IRA
or to another employer plan that accepts your rollover within 60 days of
receiving the payment. The amount rolled over will not be taxed until you take
it out of the IRA or employer plan.

4. If you want to roll over 100% of the payment to an IRA
or an employer plan, YOU MUST FIND OTHER MONEY TO REPLACE THE 20% THAT WAS
WITHHELD. If you roll over only the 80% that you received, you will be taxed on
the 20% that was withheld and that is not rolled over.

B. INCOME TAX WITHHOLDING.

1. MANDATORY WITHHOLDING. If any portion of the payment
to you is an eligible rollover distribution, the Plan is required by law to
withhold 20% of that amount. This amount is sent to the IRS as income tax
withholding. For example, if your eligible rollover distribution is $10,000,
only $8,000 will be paid to you because the Plan must withhold $2,000 as income
tax. However, when you prepare your income tax return for the year, you will
report the full $10,000 as a payment from the Plan. You will report the $2,000
as tax withheld, and it will be credited against any income tax you owe for the
year.

2. VOLUNTARY WITHHOLDING. If any portion of your payment
is not an eligible rollover distribution but is taxable, the mandatory
withholding rules described above do not apply. In this case, you may elect not
to have withholding apply to that portion. To elect out of withholding, ask the
plan administrator for the election form and related information.

3. SIXTY-DAY ROLLOVER OPTION. If you have an eligible
rollover distribution paid to you, you can still decide to roll over all or part
of it to an IRA or another employer plan that accepts rollovers. If you decide
to roll over, YOU MUST MAKE THE ROLLOVER WITHIN 60 DAYS AFTER YOU RECEIVE THE
PAYMENT. The portion of your payment that is rolled over will not be taxed
until you take it out of the IRA or the employer plan.

C-239

<PAGE>

You can roll over up to 100% of the eligible rollover
distribution, including an amount equal to the 20% that was withheld. If you
choose to roll over 100%, you must find other money within the 60-day period to
contribute to the IRA or the employer plan to replace the 20% that was withheld.
On the other hand, if you roll over only the 80% that you received, you will be
taxed on the 20% that was withheld.

EXAMPLE: Your eligible rollover distribution is $10,000,
and you choose to have it paid to you. You will receive $8,000, and $2,000 will
be sent to the IRS as income tax withholding. Within 60 days after receiving
the $8,000, you may roll over the entire $10,000 to an IRA or employer plan. To
do this, you roll over the $8,000 you received from the Plan, and you will have
to find $2,000 from other sources (your savings, a loan, etc.). In this case,
the entire $10,000 is not taxed until you take it out of the IRA or employer
plan. If you roll over the entire $10,000, when you file your income tax return
you may get a refund of the $2,000 withheld.

If, on the other hand, you roll over only $8,000, the $2,000
you did not roll over is taxed in the year it was withheld. When you file your
income tax return you may get a refund of part of the $2,000 withheld.
(However, any refund is likely to be larger if you roll over the entire
$10,000.)
4. ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2. If you
receive a payment before you reach age 59 1/2 and you do not roll it over, then,
in addition to the regular income tax, you may have to pay an extra tax equal to
10% of the taxable portion of the payment. The additional 10% tax does not
apply to your payment if it is:
a. Paid to you because you separate from service with
your employer during or after the year you reach age 55;

b. Paid to you because you retire due to disability;

c. Paid to you as equal (or almost equal) payments
over your life or life expectancy (or your and your beneficiary's lives or life
expectancies); or
d. Used to pay certain medical expenses.
See IRS Form 5329 for more information on the additional 10% tax.

5. SPECIAL TAX TREATMENT. If your eligible rollover
distribution is not rolled over, it will be taxed in the year you receive it.
However, if it qualifies as a "lump sum distribution," it may be eligible for
special tax treatment.

A lump sum distribution is a payment, within one year, of
your entire balance under the Plan (and certain other similar plans of the
employer) that is payable to you because you have reached age 59 1/2 or have
separated from service with your employer [(or, in the case of a self-employed
individual, because you have reached age 59 1/2 or have become disabled)]. For
a payment to qualify as a lump sum distribution, you must have been a
participant in the Plan for at least five years.

C-240

<PAGE>

The special tax treatment for lump sum distributions is
described below:

a. FIVE-YEAR AVERAGING. If you receive a lump sum
distribution after you are age 59 1/2, you may be able to make a one-time
election to figure the tax on the payment by using "five-year averaging." Five-
year averaging often reduces the tax you owe because it treats the payment as if
it were paid over five years.

b. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE
JANUARY 1, 1936. If you receive a lump sum distribution and you were born
before January 1, 1936, you can make a one-time election to figure the tax on
the payment by using "ten-year averaging" (using 1986 tax rates) instead of
five-year averaging (using current tax rates). Like the five-year averaging
rules, ten-year averaging often reduces the tax you owe.

There are other limits on the special tax treatment for lump
sum distributions. For example, you can generally elect this special tax
treatment only once in your lifetime, and the election applies to all lump sum
distributions that you receive in that same year. If you have previously rolled
over a payment from the Plan (or certain other similar plans of the employer),
you cannot use this special tax treatment for later payments from the Plan. If
you roll over your payment to an IRA, you will not be able to use this special
tax treatment for later payments from the IRA. Also, if you roll over only a
portion of your payment to an IRA, this special tax treatment is not available
for the rest of the payment. Additional restrictions are described in IRS Form
4972, which has more information on lump sum distributions and how you elect the
special tax treatment.

IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES

In general, the rules summarized above that apply to payments to
employees also apply to payments to surviving spouses of employees and to
spouses or former spouses who are "alternate payees." You are an alternate
payee if your interest in the Plan results from a "qualified domestic relations
order," which is an order issued by a court in connection with a divorce or
legal separation. Some of the rules summarized above also apply to a deceased
employee's beneficiary who is not a spouse. However, there are some exceptions
for payments to surviving spouses, alternate payees, and other beneficiaries
that should be mentioned.

If you are a surviving spouse, you may choose to have an eligible
rollover distribution paid in a direct rollover to an IRA or paid to you. If
you have the payment paid to you, you can keep it or roll it over yourself to an
IRA but you CANNOT roll it over to an employer plan. If you are an alternate
payee, you have the same choices as the employee. Thus, you can have the
payment paid as a direct rollover or paid to you. If you have it paid to you,
you can keep it or roll it over yourself to an IRA or to another employer plan
that accepts rollovers. If you are a beneficiary other than the surviving
spouse, you CANNOT choose a direct rollover, and you CANNOT roll over the
payment yourself.

C-241

<PAGE>

If you are a surviving spouse, an alternate payee, or another
beneficiary, your payment is not subject to the additional 10% tax described in
item 4 of the "Income Tax Withholding" section above, even if you are younger
than age 59 1/2.

If you are a surviving spouse, an alternate payee, or another
beneficiary, you may be able to use the special tax treatment for lump sum
distributions. If you receive a payment because of the employee's death, you
may be able to treat the payment as a lump sum distribution if the employee met
the appropriate age requirements, whether or not the employee had five years of
participation in the Plan.

HOW TO OBTAIN ADDITIONAL INFORMATION

This notice summarizes only the federal (not state or local) tax rules
that might apply to your payment. The rules described above are complex and
contain many conditions and exceptions that are not included in this notice.
Therefore, you may want to consult with a professional tax advisor BEFORE you
take a payment of your benefits from the Plan. Also, you can find more specific
information on the tax treatment of payments from qualified retirement plans in
IRS Publication 575, PENSION AND ANNUITY INCOME, and IRS Publication 590,
INDIVIDUAL RETIREMENT ARRANGEMENTS. These publications are available from your
local IRS office or by calling 1-800-TAX-FORMS.

C-242

<PAGE>

____________________________________________, 199__

TO: ALL EMPLOYERS ADOPTING THE AMWAY MASTER PROFIT-SHARING PLAN

The Amway Master Profit-Sharing Plan has recently been amended. A
copy of the Amendment is enclosed. The Amendment makes the following changes:

1. The Master Plan was required to be amended, as of January 1,
1993, to incorporate a new mandatory 20% income tax withholding rule for most
distributions. However, withholding can be avoided under the new law by
requesting that your benefits be distributed in a direct rollover to another
qualified retirement plan or an IRA. If you want more information regarding
these new tax rules, you should contact Amway Management Company.

2. The Master Plan is also being amended, as of January 1, 1993, to
receive direct rollovers of your benefits from other qualified retirement plans
and IRAs.

3. Previously, your benefits could be distributed to you in a lump
sum and/or monthly installments. Effective as of January 1, 1993, the Master
Plan is being amended to add quarterly and annual installments as permitted
distribution forms.

4. The Master Plan is being amended to change the Plan sponsor and
Plan name. Previously, the Plan sponsor was Amway Mutual Fund. Effective as of
September 1, 1993, the Plan sponsor will be Amway Management Company.
Previously, the Plan name was the Amway Mutual Fund Master Profit-Sharing Plan.
Effective as of September 1, 1993, the Plan name will be the Amway Management
Company Master Profit-Sharing Plan.

5. Previously, your benefits were invested in the Amway Mutual Fund.
Effective as of September 1, 1993, the Master Plan is being amended to add the
Cash Equivalent Fund (a money market fund) as an additional investment option.
Now your benefits may be invested in the Amway Mutual Fund, the Cash Equivalent
Fund, or a combination of both. Amway Management Company will provide you with
investment election instructions. Your benefits will continue to be invested in
the Amway Mutual Fund if you do not provide us with any new investment
direction.

6. Previously, if your business had any employees, the employees
must become eligible to participate after completing one year of service. For
this purpose, a year of service was defined as 12 months of employment, whether
or not consecutive. Part-time employees can generally satisfy this eligibility
requirement. Effective as of January 1, 1994, the Master Plan is being amended
to add an alternative definition of year of service which will be a 12-
consecutive-month period where the employee has 1,000 hours of service and is
employed on the last day of the period. This alternative definition tends to
limit participation to full-time employees. If you are interested in using this
alternative definition, you should contact Amway Management Company to complete
a new Joinder Agreement.

7. The IRS has adopted new rules limiting the amount of compensation
which may be included for purposes of the Master Plan. Presently, the limit is
$200,000, adjusted each year for increases in the cost of living. Effective as
of January 1, 1994, the dollar limit is being decreased to $150,000 per year.
The $150,000 limit will be adjusted in $10,000 increments for increases in the
cost of living.

C-243

<PAGE>

The Amendment will be considered to be approved by you if you do not
object to it by written notice to Amway Management Company within 30 days. If
you have any questions, please contact us.

Sincerely,

AMWAY MANAGEMENT COMPANY

By /s/ Allan D. Engel
----------------------------------
Allan D. Engel
President and Secretary

C-244

<PAGE>

NOTICE TO EMPLOYEES
OF

-------------------

-------------------
1. has [adopted] [amended] the employee pension benefit
plan described below on , 19 .

2. Name of Plan: Amway Mutual Fund Master
Profit-Sharing Plan

3. Plan identification
Number:

4. Opinion Letter Number: 50270420001-001

5. Name and Address Amway Mutual Fund, Inc.
of Plan Sponsor: 7575 East Fulton Road, S.E.
Ada, MI 49355-0001

6. Plan Adopter's
Identification Number:

7. Name and Address of
Plan Administrator:

8. Address of Key District
Director:

9. It is not contemplated that the plan will be submitted to the Internal
Revenue Service for an advance determination as to whether or not it meets the
qualification requirements of Section 401 of the Internal Revenue Code with
respect to the plan's [initial qualification.] [amendment.]

10. The employees eligible to participate under the plan are all employees of
.

11. The Internal Revue Service [has] [has not] previously issued a
determination letter with respect to the qualification of the plan.

C-245

<PAGE>

RIGHTS OF INTERESTED PARTIES

12. You have the right to submit to the Key District Director, at the above
address, either individually or jointly with other interested parties, your
comments as to whether the plan meets the qualification requirements of the
Internal Revenue Code. You may, instead, individually or jointly with other
interested parties, request the Department of Labor to submit, on your behalf,
comments to the Key District Director regarding qualification of the plan. If
the Department declines to comment on all or some of the matters you raise, you
may, individually, or jointly, submit your comments on these matters directly to
the Key District Director.

REQUEST FOR COMMENTS BY THE DEPARTMENT OF LABOR

13. The Department of Labor may not comment on behalf of interested parties
unless requested to do so by the lesser of ten employees or ten percent of the
employees who qualify as interested parties. The number of persons needed for
the Department to comment with respect to the plan is . If you request
the Department to comment, your request must be in writing and must specify the
matters upon which comments are requested, and must also include:

(a) The information contained in items 1 through 8 of this Notice;
and

(b) The number of persons needed for the Department to comment.

A request to the Department to comment should be addressed as follows:

Deputy Assistant Secretary
Pension and Welfare Benefits
Administration
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, D.C. 20210
ATTN: 3001 Comment Request

COMMENT TO THE INTERNAL REVENUE SERVICE

14. Comments submitted by you to the Key District Director must be in writing
and received by him by [45 days], 19 . However, if there are matters
that you request the Department of Labor to comment upon on your behalf and the
Department declines, you may submit comments on these matters to the Key
District Director to be received by him within 15 days from the time the
Department notifies you that it will not comment on a particular matter, or by
[45 days], 19 , whichever is later, but not after [60
days], 19 . A request to the Department to comment on your behalf must be
received by it by [15 days], 19 , if you wish to preserve your

C-246

<PAGE>

right to comment on a matter upon which the Department declines to comment,
or by [25 days], 19 , if you wish to waive that right.

ADDITIONAL INFORMATION

15. Detailed instructions regarding the requirements for notification of
interested parties may be found in Sections 16, 17 and 18 of Revenue Procedure
91-10. Additional information concerning this [adoption] [amendment]
(including, where applicable, a description of the provisions providing for
nonforfeitable benefits; a description of the circumstances which may result in
ineligibility or loss of benefits; a description of the source of financing of
the plan; and copies of Section 16 of Revenue Procedure 91-10) is available at
during normal business hours, for inspection and
copying. There is a nominal charge for copying and/or mailing.

C-247

<PAGE>

INSTRUCTIONS FOR COMPLETING NOTICE TO EMPLOYEES

This document contains instructions for completing the Notice to
Employees regarding the adoption of (or amendment of) the Amway Mutual fund
Master Profit-Sharing Plan ("Master Plan"). The numbered paragraphs below
correspond to the numbered paragraphs in the Notice to Employees.

1. The heading to the Notice to Employees and the first blank in
paragraph 1 should be completed by inserting the name of the employer which has
adopted the Master Plan. The second blank in paragraph 1 should be completed by
inserting the date on which the Master Plan was last adopted or amended.

3. The plan identification number is the three digit number assigned
by the employer to the plan established by adopting the Master Plan. (This
number is also used on Form 5500 which must be filed each year for the plan.)
The numbers assigned as a plan identification number typically begin with 001
for the first retirement plan adopted by the employer. The second plan would
typically be 002, etc.

6. The Plan adopter's identification number is the social security
number or employer identification number of the employer which adopts the Master
Plan.

7. The plan administrator of the plan established by adopting the
Master Plan is the employer referred to in paragraph 1.

8. The address for the Key District Director can be determined from
the chart on the following page.

9. If a new plan is being established, the reference to "amendment"
in paragraph 9 should be deleted. If the plan is an amendment of an existing
plan, the reference to "initial qualification" in paragraph 9 should be deleted.

10. The name of the employer referred to in paragraph 1 should also
be inserted in paragraph 10.

11. The word "has" or the words "has not" should be deleted depending
on whether the IRS has previously issued an approval letter with regard to the
Plan.

13. The number to be inserted in paragraph 13 is 10% of the number of
participants in the plan.

14. Paragraph 14 should be completed by inserting dates which are the
specified number of days after the plan is adopted or amended.

C-248

<PAGE>

15. The address of the employer adopting the Master Plan should be
inserted in paragraph 15.

If principal office of plan
sponsor is in the following Key District
IRS District Director Address

- -------------------------------------------------------------------------------
Brooklyn, Albany, August, Boston, Buffalo, Internal Revenue Service
Burlington, Hartford, Manhattan, EP/EO Division
Portsmouth, Providence P.O. Box 1680, GPO
Brooklyn, NY 11202
- -------------------------------------------------------------------------------
Baltimore, District of Columbia, Internal Revenue Service
Pittsburgh, Richmond, Newark, Philadelphia, EP/EO Division
Wilmington, any U.S. possession or foreign P.O. Box 17010
country Baltimore, MD 21203
- -------------------------------------------------------------------------------
Cincinnati, Cleveland, Detroit, Internal Revenue Service
Indianapolis, Louisville, Parkersburg EP/EO Division
P.O. Box 3159
Cincinnati, OH 45201
- -------------------------------------------------------------------------------
Dallas, Albuquerque, Austin, Cheyenne, Internal Revenue Service
Denver, Houston, Oklahoma City, Phoenix, EP/EO Division
Salt Lake City, Wichita Mail Code 4950 DAL
1100 Commerce Street
Dallas, TX 75242
- -------------------------------------------------------------------------------
Atlanta, Birmingham, Columbia, Ft. Internal Revenue Service
Lauderdale, Greensboro, Jackson, EP/EO Division
Jacksonville, Little Rock, Nashville, new Room 1112
Orleans P.O. Box 941
Atlanta, GA 30301
- -------------------------------------------------------------------------------
Honolulu, Laguna Niguel, Las Vegas, Los Internal Revenue Service
Angeles, San Jose EP Application Receiving
Room 5127, P.O. Box 536
Los Angeles, CA 90053-0536
- -------------------------------------------------------------------------------
Chicago, Aberdeen, Des Moines, Fargo, Internal Revenue Service
Helena, Milwaukee, Omaha, EP/EO Division
St. Louis, St. Paul, Springfield 230 S. Dearborn DPN 20-6
Chicago, IL 60604
- -------------------------------------------------------------------------------
Sacramento, San Francisco Internal Revenue Service
EP Application Receiving
Stop SF 4446
P.O. Box 36001
San Francisco, CA 94102
- -------------------------------------------------------------------------------
Anchorage, Boise, Portland, Seattle Internal Revenue Service
EP Application Receiving
P.O. Box 21224
Seattle, WA 98111
- -------------------------------------------------------------------------------

C-249

<PAGE>
DISCLOSURE OF PLAN INFORMATION UNDER ERISA

Attached is a copy of the most recent IRS Form 5500-C/R for the
profit-sharing plan of which you are a participant or beneficiary. This form
contains information about the plan and has been filed with the Internal Revenue
Service under the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

This form is being furnished to you in compliance with Department of
Labor regulations which require it to be furnished to you in lieu of the summary
annual report for the plan years for which an IRS Form 5500-C/R has been filed.

You also have the legally protected right to examine pertinent plan
documents at the employer's principal office, at the offices of the Amway Mutual
Fund, Inc., 7575 East Fulton Road, S.E., Ada, Michigan 49355-0001 or at the
United States Department of Labor. You may also obtain a copy of the pertinent
plan documents from any of these entities upon paying reasonable copying costs.
Requests to the Department of Labor should be addressed to the Public Disclosure
Room, N-4677, Pension and Welfare Benefit Programs, Frances Perkins Department
of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C. 20216.

C-250

<PAGE>

AMWAY MANAGEMENT COMPANY
INDIVIDUAL RETIREMENT ACCOUNT

C-251

<PAGE>

AMWAY MANAGEMENT COMPANY
INDIVIDUAL RETIREMENT ACCOUNT
-----------------------------

DISCLOSURE STATEMENT

1. REVOCATION

Revocation must be given in writing and delivered or mailed to Amway
Management Company, 7575 East Fulton Road, Ada, Michigan 49355-7150 (Telephone
No. (616) 676-6288), by the close of the seventh day after your Individual
Retirement Account (IRA) is established. The notice shall be deemed mailed on
the date of the postmark (or if sent by certified or registered mail, the date
of certification or registration) if it is deposited in the mail in the United
States in an envelope, or other appropriate wrapper, first-class postage
prepaid, properly addressed. If you effectively revoke your IRA, the amount you
contribute to your account will be refunded to you without adjustment for such
items as sales commissions, administrative expenses, or fluctuations in market
value.

2. STATUTORY REQUIREMENTS

An IRA is a trust created or organized in the United States for the
exclusive benefit of an individual or his beneficiary by a written agreement
that meets the following requirements:

A. Except in the case of certain rollover contributions, only
cash contributions not in excess of $2,000 on behalf of any individual will be
accepted for a taxable year;

B. The Trustee must be a bank or other person or entity
eligible to act as Trustee;

C. Assets of the account cannot be invested in life insurance
contracts;

D. The interest of an individual in the balance in his account
is nonforfeitable;

E. Assets of the trust cannot be commingled with other property
except in a common trust fund or common investment fund; and

C-252

<PAGE>

F. The assets in the individual's account are subject to the
same required distribution rules and incidental death benefit requirements which
apply to qualified employer-sponsored retirement plans.

3. CONTRIBUTIONS
A. FORM OF CONTRIBUTIONS
Contributions to your IRA for a taxable year must be made in cash
and may be made at any time, either periodically or in a lump sum, during the
taxable year, or following the close of the taxable year, up to the due date
(not including extensions) for filing your federal income tax return for the
taxable year. You do not have to contribute to your account every year.

If you wish to use shares in a previously established account
with Amway Mutual Fund, Inc. for your IRA contribution, you must redeem the
amount of shares you wish to invest and use the proceeds as a deductible
contribution to your IRA. By use of the "reinvestment privilege" you may , if
certain requirements are met, avoid any additional sales commission on the
redemption and repurchase of shares. The tax status of a gain realized on a
redemption will not be affected by exercise of the reinvestment privilege, but a
taxable loss may be nullified by such exercise.

B. LIMITS ON CONTRIBUTIONS
The maximum amount of contributions to your IRA is the lesser of
$2,000 ($2,250 for a spousal IRA) or 100% of your compensation. Compensation
includes wages, salaries, professional fees, income from self-employment, and
other amounts you earn for personal services that you provide. The amount of
your salary and wages is not reduced by the amount of a net loss from self-
employment. However, when you have a salary and wages and net income from self-
employment, compensation is equal to the total of both. Compensation does not
include earnings from property such as interest, rent and dividends. Your IRA
can be established and a contribution made for a taxable year at any time up to
the due date for filing your tax return (not including extensions) for that
year.

C. TAX DEDUCTIBILITY OF CONTRIBUTIONS
There are two different types of contributions, one type is a
deductible contribution, the other type is a designated nondeductible
contribution. Depending upon your own personal situation, your contribution may
be entirely deductible, entirely a designated nondeductible contribution, or a
portion of both. The Internal Revenue Code requires you to determine what
portion of your contribution is deductible and/or nondeductible. You are not
required to inform the Trustee and the Trustee is not obligated to check whether
you are correct or not. However, there are penalties for over stating the
amount of your deductible and/or nondeductible contributions.

C-253

<PAGE>

To the extent you are allowed to make a deductible IRA
contribution, you may subtract the actual amount contributed, up to the maximum
allowable contribution amount, from your gross income in computing your tax
liability for the year. This is true whether or not you itemize deductions.
Generally, if you or your spouse are not an active participant in an employer-
sponsored retirement plan, you can make a deductible IRA contribution. However,
if you or your spouse are covered by an employer-sponsored retirement plan, you
may be eligible to make a deductible contribution depending on your adjusted
gross income (please see chart below). We encourage you to talk to your tax
adviser about your personal situation.

ADJUSTED GROSS INCOME TAX DEDUCTIBILITY
--------------------- -----------------
<S> <C>
Under $40,000, married, filing jointly Full tax deduction
Under $25,000, unmarried

$40,000-$50,000, married, filing jointly Partial deduction, reduced
$25,000-$35,000, unmarried proportionately
$0-$10,000, married, filing separately

Over $50,000, married, filing jointly Contributions not tax deductible
Over $35,000, unmarried
Over $10,000, married, filing separately

</TABLE>

You may also contribute an amount and designate it as a
nondeductible contribution. You may designate your entire IRA contribution as a
nondeductible contribution, if you so choose. Or, if your otherwise allowable
and deductible IRA contribution is limited, as discussed above, you may make a
designated nondeductible contribution to the extent your otherwise allowable and
deductible contribution amount was limited. You have the responsibility of
determining and reporting how much you contributed and what portion of the
contributions you made were deductible and what were designated nondeductible
contributions.

Once contributed, the deductible and designated nondeductible
contributions are treated the same, meaning, each type receives tax free
accumulation of income. You need to know how much of your account is made up of
deductible and designated nondeductible contributions in order to determine the
taxable portion of any distributions you receive.

D. EXCESS CONTRIBUTIONS

An excess contribution to your IRA is one that is greater than
the amount that can be deducted. Rollover contributions will not be treated as
excess

C-254

<PAGE>

contributions. In general, you must pay a nondeductible 6% excise tax each year
on excess amounts that are contributed to your IRA. You will not have to pay
the 6% excise tax if you withdraw the excess amount, and any earnings on the
excess amount, before the due date (including extensions) of your tax return,
for the year for which the contribution was made. The excess contribution can
also be eliminated by applying the excess amount as a contribution in a
following year. However, the excise tax applies each year until the excess
amount is eliminated. You may designate any contributions which are allowable,
but not deductible, as designated nondeductible contributions on your tax
return. These contributions will not be subject to the 6% excise tax. If you
overstate the amount of a designated nondeductible contribution, you will be
subject to a $100 penalty for each overstatement, unless you can demonstrate
that the overstatement was due to reasonable cause.

E. INVESTMENT OF CONTRIBUTIONS
Your contributions may be invested in Amway Mutual Fund, Inc.
common stock or, effective as of September 1, 1993, in the Cash Equivalent Fund,
or in a combination of both. You can make your investment election by
completing a written investment election form and returning it to Amway
Management Company. If you do not make an investment election, your
contributions will be invested in Amway Mutual Fund, Inc. common stock. You may
change your investment election at any time. To make a change, you must submit
a new written investment election form to Amway Management Company before you
want to make the change. Your change in investment election may apply to future
contributions, amounts already invested, or both.

4. DISTRIBUTIONS
A. TAX TREATMENT
Distributions are generally taxed as ordinary income in the year
they are received. Distributions are non-taxable to the extent they represent a
return of nondeductible contributions. The non-taxable percentage of such a
distribution is determined by dividing (1) undistributed nondeductible
contributions to all IRAs by (2) the total value of all IRAs, including rollover
IRAs. If you withdraw only a part of your contributions and earnings in a
taxable year, only the part withdrawn will be taxable for that year. Taxable
withdrawals from your IRA will be taxed at ordinary income tax rates. The
favorable income tax treatment for certain lump-sum distributions from employer-
sponsored retirement plans does not apply to distributions from your IRA
account. This is true regardless of the type of distribution you receive from
your IRA and regardless of the source of your contribution to the IRA. Federal
law requires withholding of federal tax at the following rates made from your
IRA accounts unless you elect not to have federal income tax withheld at the
time of the distribution request.

C-255

<PAGE>

1. For nonperiodic distributions - 10%;

2. For periodic distributions - the withholding rate for a
married individual claiming three withholding allowances.

B. METHOD OF DISTRIBUTION

You may elect to receive your benefits as follows:

1. A single sum payment;

2. An annuity contract providing equal or substantially
equal monthly, quarterly, or annual payments covering your life;

3. An annuity contract providing equal or substantially
equal monthly, quarterly, or annual payments covering the joint and last
survivor lives of you and your beneficiary;

4. Equal or substantially equal annual payments over a
period certain not extending beyond your life expectancy; or

5. Equal or substantially annual payments covering a
period certain not extending beyond the joint life and last survivor expectancy
of you and your beneficiary.

6. Any other periodic payments, provided the payments
satisfy the applicable required distribution rules and incidental death benefit
requirements.

C. PREMATURE DISTRIBUTION

There is an additional tax equal to 10% of the taxable amount of
distribution before age 59 1/2, unless you are disabled or take your
distributions as a series of substantially equal periodic payments over your
life or life expectancy of the joint lives or life expectancy of you and your
beneficiary. The amounts of such periodic payments may not be changed before
the later of five years or at attainment of age 59 1/2. Also, under the IRA
Trust Agreement, you may not borrow funds from your IRA or use IRA funds as
collateral for a loan. That is because doing so is viewed as a withdrawal from
your IRA under the Internal Revenue Code and it will also destroy the tax exempt
status of your IRA.

C-256

<PAGE>

D. PRE-DEATH DISTRIBUTIONS

The minimum distribution rules require that in your
"70 1/2 year," and each year thereafter, you must make withdrawals from the IRA
that are at least equal to the "minimum distribution." Your 70 1/2 year is the
calendar year that contains the date six months after your 70th birthday. The
amount of the minimum distribution is usually determined by dividing the account
balance of the IRA, as of December 31 of the prior year, by a divisor that is
based on your life expectancy or the joint life expectancy for you and your
beneficiary. There are, however, a number of rules that determine how the
calculation of your minimum distribution should be made, including special
exceptions that may apply to you. These are discussed in IRS Publication 590,
INDIVIDUAL RETIREMENT ARRANGEMENTS, which you should consult.

Generally, you must withdraw an amount at least equal to the
minimum distribution by December 31 of each year. However, for your 70 1/2
year, you may wait to withdraw the minimum distribution until April 1 of the
following year. This means that if you wait to make your withdrawal for the
70 1/2 year until April 1 of the following year, your total withdrawal in that
year must equal the minimum distributions for two years -- a withdrawal by
April 1 that is equal to the minimum distribution for the 70 1/2 year and a
second withdrawal by December 31 that is equal to the minimum distribution for
that year. In each year thereafter, you must withdraw the minimum distribution
for the year by December 31.

E. DISTRIBUTIONS AFTER DEATH

If you are the beneficiary of a deceased IRA owner, the minimum
distribution rules also apply to you. Specific information on how the minimum
distribution rules apply to beneficiaries of an IRA is contained in IRS
Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS. In general, however, the
amount that you must withdraw in each year depends upon whether the IRA owner
reached age 70 1/2 before death and whether you are the surviving spouse of the
IRA owner.

If the IRA owner was age 70 1/2 before death, then regardless of
your age you must withdraw an amount in each year that is at least equal to the
amount that the IRA owner would have been required to withdraw. This rule also
applies if you are the surviving spouse of the IRA owner.

If the IRA owner was NOT age 70 1/2 before death and you are NOT
the surviving spouse, there are two possible options. Under the first option,
you must withdraw the entire IRA account by December 31 of the fifth year
following the year of the IRA owner's death. Under the second option, you must,
by December 31 of the

C-257

<PAGE>

year following the year of the IRA owner's death and in each year thereafter,
withdraw an amount that is at least equal to the IRA account balance divided by
your life expectancy. If you are the surviving spouse, the same two options
apply, but additional options are available to you for satisfying the minimum
distribution requirements.

F. OTHER MINIMUM DISTRIBUTION RULES

If you have more than one IRA, you can satisfy the minimum
distribution rules by withdrawing from one IRA the amount required to satisfy
the minimum distribution requirement for all of your IRAs.

G. EXCESS DISTRIBUTIONS

An excess distribution from your IRA account is one that exceeds,
for any given year, the greater of (1) $150,000, or (2) $112,500 (indexed for
inflation). All distributions which you receive from an IRA, employer-sponsored
retirement plan or any other tax-favored arrangement will be added together to
determine if your distributions in a given year exceed this limit. If you
receive an excess distribution, an excise tax of 15% of the amount of the excess
will be assessed. In addition, a 15% excess accumulation tax will be imposed on
the estate of an individual who dies with a large accumulation of assets in any
combination of tax-favored arrangements, such as IRAs or employer-sponsored
retirement plans.

5. EARNINGS ON THE ACCOUNT

Ordinary income dividends and capital gain distributions, if any, on
the assets in the account are reinvested on a proportional basis (depending upon
your current investment election) in Amway Mutual Fund, Inc. common stock and
the Cash Equivalent Fund, without any sales charge, and taxes are deferred until
distribution. Therefore, earnings are permitted to accumulate tax-free on both
deductible and nondeductible contributions until distributed to you. Growth and
the value of your account can be neither guaranteed nor projected.

C-258

<PAGE>

6. TRANSFER/ROLLOVER IRA

A. TAX-FREE TRANSFER FROM EXISTING IRA TO AN AMWAY MANAGEMENT
COMPANY IRA

You may authorize the trustee of an existing IRA to transfer
money directly to the Michigan National Bank, Trustee for the Amway Management
Company IRA. You may make such a transfer as often as you wish. Such a
transfer of cash is not tax-deductible.

B. ROLLOVER FROM EXISTING IRA TO AN AMWAY MANAGEMENT COMPANY
IRA

If you withdraw assets from an existing IRA, you may rollover all
or part of the amount you receive tax-free to an Amway Management Company IRA.
The rollover must be completed within 60 days after you receive the assets from
your existing IRA. You are limited to one such tax-free rollover every 12
months. Such rollovers will not be subject to the premature distribution 10%
tax.

C. DIRECT ROLLOVER FROM TAX-QUALIFIED PLAN TO AN AMWAY
MANAGEMENT COMPANY IRA

An eligible rollover distribution from a tax-qualified retirement
plan can be transferred in a direct rollover to an Amway Management Company IRA.
Most distributions from tax-qualified plans are eligible rollover distributions
(except nondeductible employee contributions, certain payments spread over long
periods and required minimum payments). Under new federal tax laws, all
eligible rollover distributions are subject to a mandatory 20% income tax
withholding unless the amount is transferred to an IRA or another tax-qualified
plan in a direct rollover.

A direct rollover from a qualified plan of an eligible rollover
distribution may be maintained in a separate Amway Management Company IRA in
which no additional contributions are made. This will permit you to roll out
the assets to a new employer's plan that you may later join.

D. ROLLOVER FROM TAX-QUALIFIED PLAN TO AN AMWAY MANAGEMENT
COMPANY IRA

If an eligible rollover distribution is not directly rolled over
to an IRA or another tax-qualified plan and is distributed to you, the amount is
subject to a mandatory 20% income tax withholding. If, however, within one
taxable year you

C-259

<PAGE>

receive from a tax-qualified plan or a qualified total distribution (as defined
under the Internal Revenue Code) or a partial distribution (which is not one of
a series of periodic payments) of an amount equal to at least 50% of the balance
to your credit under such plan, you may rollover, tax-free, within 60 days of
receipt of the distribution, all or part of the distribution (minus any
nondeductible employee contributions you made to the plan) to an Amway
Management Company IRA. However, because of the new mandatory 20% income tax
withholding rule, you will only receive 80% of the payment. Therefore, if you
want to roll over 100% of the payment to your Amway Management Company IRA, you
must find other money to replace the 20% that was withheld. If you roll over
only the 80% that you received, you will be taxed on the 20% that was withheld
and that is not rolled over.

A qualified total distribution includes, but is not limited to, a
lump-sum distribution from a qualified employer-sponsored retirement plan or
Section 403(b) annuity which is made:

1. After you reach the age of 59 1/2; or

2. On account of your termination of services (unless you
are self-employed); or

3. On account of your disability; or

4. At your death.

A rollover from a qualified plan of a qualified total
distribution may be maintained in a separate Amway Management Company IRA in
which no additional contributions are made. This will permit you to roll out
the assets to a new employer's plan that you may later join.

E. ROLLOVERS OF INHERITED IRAS

If you are the surviving spouse of an IRA owner and receive a
qualifying payout from your spouse's IRA because of his or her death, you can
roll the payout over to an IRA of your own. Distributions from IRAs inherited
by someone other than a surviving spouse cannot be rolled over and no rollover
contribution may be made to such an inherited IRA.

C-260

<PAGE>

F. ROLLOVERS FROM AN AMWAY MANAGEMENT COMPANY IRA

If you withdraw assets from your Amway Management Company IRA,
you may roll over all or part of the amount you receive within 60 days to a new
IRA on a tax-free basis. You are limited to one such tax-free rollover every 12
months. In some cases, you may also roll over all or part of the amount you
receive from your Amway Management Company IRA within 60 days to a tax-qualified
retirement plan on a tax-free basis if you receive the entire amount in your
Amway Management Company IRA and that amount is fully attributable to a prior
direct rollover of an eligible rollover distribution from a tax-qualified plan
of a former employer, or a rollover of a qualified total distribution from a
tax-qualified plan of a former employer.

7. PROHIBITED TRANSACTIONS

Generally, a prohibited transaction is any improper use of your IRA,
as described in Section 4975 of the Internal Revenue Code. Examples of
prohibited transactions with an IRA include borrowing money from the account or
selling property to the account.

If you or your beneficiary engage in a prohibited transaction, your
IRA will lose its tax-exempt status and you must include the entire value of the
account in your gross income in the year during which the prohibited transaction
occurs.

Pledging your IRA as security for a loan will cause the portion
pledged to be treated as a distribution to you, includable in your gross income,
and subject to certain excise taxes and the premature distribution 10% tax if
you are under age 59 1/2.

8. OTHER INFORMATION

A. A SPOUSAL IRA

A spousal IRA allows you to make an additional contribution for a
spouse who has no eligible compensation. A separate account is established for
the nonworking spouse. The contribution, maximum of $2,250, can be allocated in
any manner desired, provided the maximum contribution that may be allocated to
either account is $2,000.

To qualify, you must satisfy the following requirements:

C-261

<PAGE>

1. You must be married as of the end of the taxable year;

2. You must earn compensation that is included in your
income for the taxable year;

3. You and your spouse must file a joint income tax return
for the taxable year;

4. Your spouse must receive or elect to be treated as
receiving no compensation during the taxable year; and

5. Your spouse must not attain age 70 1/2 before the end
of the taxable year.

B. INCOME TAX RETURNS

An allowable deduction for your IRA contribution is reported on
your regular Form 1040 tax return every year. However, if you owe penalty taxes
for excess contributions, early withdrawal, for "underdistributions", or excess
distributions you must file Form 5329.

If you make a designated nondeductible contribution to your IRA
or if you receive a distribution from your IRA, you are required to provide
certain information on your tax return for the year in which the designated
nondeductible contribution was made or the distribution was received.

The information you supply must include (as applicable):

1. The amount of any designated nondeductible contribution
for the year;

2. The amount of any distributions you receive from your
IRA during the year;

3. The excess, if any, of the aggregate amount of
designated nondeductible contributions for all preceding taxable years over the
aggregate amount of distributions from all your IRAs which were excludable from
your gross income from the taxable year;

4. The total balance of all your IRAs as of the close of
the calendar year with or within which your taxable year ends; and

C-262

<PAGE>

5. Such other information as the Secretary of the Treasury
may require.

For more information about tax filing requirements or general
information about IRAs, contact any IRS district office and/or your tax adviser.

C. INTERNAL REVENUE SERVICE APPROVAL

The form for your Amway Management Company IRA has been approved
for use by the Internal Revenue Service, but that approval is not a
determination of the merits of entering into the IRA. Further information
regarding IRAs can be obtained from any Internal Revenue Service district
office.

D. TRUSTEE FEE

The Trustee, Michigan National Bank, charges an annual trustee
fee of $10 per year per account. In the case of a spousal IRA, separate
accounts are established for each spouse. You may pay the fee(s) annually by
check, or, if you prefer, the Trustee will redeem sufficient shares from your
account(s) to pay the fee(s).

E. PROSPECTUS

For complete information about advisory fees, other expenses,
method of calculating price per share, etc., of Amway Mutual Fund, Inc., and
applicable sales charges, you should read the Prospectuses for Amway Mutual
Fund, Inc. and the Cash Equivalent Fund. As explained above, all of your
contributions and earnings on those contributions will be invested in Amway
Mutual Fund, Inc. common stock and/or the Cash Equivalent Fund. The minimum
initial contribution which must be made is $100. Additional contributions must
be made in amounts of $50 or more.

C-263

<PAGE>

AMWAY MANAGEMENT COMPANY INDIVIDUAL RETIREMENT ACCOUNT

The Grantor whose name appears on the Amway Management Company
Individual Retirement Account Application is establishing an individual
retirement account (under Section 408(a) of the Internal Revenue Code) to
provide for his or her retirement and for the support of his or her
beneficiaries after death.

Michigan National Bank, 77 Monroe Center, Grand Rapids, Michigan
49503, the Trustee, has given the Grantor the disclosure statement required
under the Income Tax Regulations under Section 408(i) of the Code.

The Grantor has assigned the trust a contribution as indicated on the
Amway Management Company Individual Retirement Account Application.

The Grantor and Trustee make the following agreement.

ARTICLE I

The Trustee may accept additional cash contributions on behalf of the
Grantor for a tax year of the Grantor. The total cash contributions are limited
to $2,000 for the tax year unless the contribution is a rollover contribution
described in Section 402(c) (but only after December 31, 1992), 403(a)(4),
403(b)(8), or 408(d)(3) of the Code or an employer contribution to a simplified
employee pension plan as described in Section 408(k) of the Code. Rollover
contributions before January 1, 1993, include rollovers described in Section
402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), and 403(d)(3) of the
Code, or an employer contribution to a simplified employee pension plan
described in Section 408(k) of the Code.

ARTICLE II

The Grantor's interest in the balance in the trust account is
nonforfeitable.

ARTICLE III

1. No part of the trust funds may be invested in life
insurance contracts, nor may the assets of the trust account be commingled with
other property except in a common trust fund or common investment fund (within
the meaning of Section 408(a)(5) of the Code).

C-264

<PAGE>

2. No part of the trust funds may be invested in
collectibles (within the meaning of Section 408(m) of the Code), except as
otherwise permitted by Section 408(m)(3) of the Code which provides an exception
for certain gold and silver coins issued under the laws of any state.

ARTICLE IV

1. Notwithstanding any provision of this agreement to the
contrary, the distribution of the Grantor's interest in the trust account shall
be made in accordance with the following requirements and shall otherwise comply
with Section 408(a)(6) of the Code and Proposed Income Tax Regulations Section
1.408-8, including the incidental death benefit provisions of Proposed Income
Tax Regulations Section 1.401(a)(9)-2, the provisions of which are herein
incorporated by reference.

2. Unless otherwise elected by the time distributions are
required to begin to the Grantor under paragraph 3, or to the surviving spouse
under paragraph 4, other than in the case of a life annuity, life expectancies
shall be recalculated annually. Such elections shall be irrevocable as to the
Grantor and the surviving spouse and shall apply to all subsequent years. The
life expectancy of a nonspouse beneficiary may not be recalculated.

3. The Grantor's entire interest in the trust account must
be, or begin to be, distributed by the Grantor's required beginning date, the
April 1 following the calendar year end in which the Grantor reaches age 70 1/2.
By that date, the Grantor may elect, in a manner acceptable to the Trustee, to
have the balance in the trust account distributed in:

(a) A single sum payment;

(b) An annuity contract that provides equal or
substantially equal monthly, quarterly, or annual payments over the life of the
Grantor.

(c) An annuity contract that provides equal or
substantially equal monthly, quarterly, or annual payments over the joint and
last survivor lives of the Grantor and his or her designated beneficiary.

(d) Equal or substantially equal annual payments over
a specified period that may not be longer than the Grantor's life expectancy.

(e) Equal or substantially equal annual payments over
a specified period that may not be longer than the joint life and last survivor
expectancy of the Grantor and his or her designated beneficiary.

C-265

<PAGE>

(f) Other periodic payments which satisfy the
requirements under paragraph 1.

4. If the Grantor dies before his or her entire interest
is distributed to him or her, the entire remaining interest will be distributed
as follows:

(a) If the Grantor dies on or after distribution of
his or her interest has begun, distribution must continue to be made in
accordance with paragraph 3.

(b) If the Grantor dies before distribution of his or
her interest has begun, the entire remaining interest will, at the election of
the beneficiary or beneficiaries, either

(i) Be distributed by the December 31 of the year
containing the fifth anniversary of the Grantor's death, or

(ii) Be distributed in equal or substantially
equal payments over the life or life expectancy of the designated beneficiary or
beneficiaries starting by December 31 of the year following the year of the
Grantor's death. If, however, the beneficiary is the Grantor's surviving
spouse, then this distribution is not required to begin before December 31 of
the year which the Grantor would have turned age 70 1/2.

(c) Except where a distribution in the form of an
annuity meeting the requirements of Section 408(b)(3) of the Code and its
related regulations has irrevocably commenced, distributions are treated as
having begun on the Grantor's required beginning date, even though payments may
actually have been made before that date.

(d) If the Grantor dies before his or her entire
interest has been distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover contributions may be
accepted in the account.

5. In the case of distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Grantor's entire interest in the trust as of the close of
business on December 31 of the preceding year by the life expectancy of the
Grantor (or the joint life and last survivor expectancy of the Grantor and the
Grantor's designated

C-266

<PAGE>

beneficiary, or the life expectancy of the designated beneficiary, whichever
applies). In the case of distributions under paragraph 3, determine the initial
life expectancy (or joint life and last survivor expectancy) using the attained
ages of the Grantor and designated beneficiary as of their birthdays in the year
the Grantor reaches age 70 1/2. In the case of distribution in accordance with
paragraphs 4(b)(ii), determine life expectancy using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.

6. The owner of two or more individual retirement accounts may
use the "alternative method" described in Notice 88-38, 1988-1 C.B. 524, to
satisfy the minimum distribution requirements described above. This method
permits an individual to satisfy these requirements by taking from one
individual retirement account the amount required to satisfy the requirements
for another.

ARTICLE V

1. The Grantor agrees to provide the Trustee with information
necessary for the Trustee to prepare any reports required under Section 408(i)
of the Code and Income Tax Regulations Section 1.408-5 and 1.408-6.

2. The Trustee agrees to submit reports to the Internal Revenue
Service and the Grantor as prescribed by the Internal Revenue Service.

ARTICLE VI

Notwithstanding any other articles which may be added or incorporated,
the provisions of Articles I through III and this sentence will be controlling.
Any additional articles that are not consistent with Section 408(a) of the Code
and related regulations will be invalid.

ARTICLE VII

This Agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear in the Application.

ARTICLE VIII

The Trustee shall invest all assets of the trust in shares of Amway
Mutual Fund, Inc. or, effective as of September 1, 1993, in the Cash Equivalent
Fund. If the Grantor fails to make an investment election, the Trustee shall
invest all assets of the

C-267

<PAGE>

Trust in shares of Amway Mutual Fund, Inc. Any investment election made by the
Grantor shall continue in effect until changed by the Grantor. The Grantor may
change his investment election by delivering a new written investment election
form to Amway Management Company before the Grantor wants to make a change. The
change in investment election may apply to future contributions, amounts already
invested, or both. The terms and conditions of making and changing investment
elections shall also be subject to any requirements imposed by Amway Mutual
Fund, Inc. and the Cash Equivalent Fund.

ARTICLE IX

1. If the Grantor becomes aware that any part or all of the
contributions to this Trust for any taxable year will not be deductible by the
Grantor under Section 219 of the Code, the Grantor may notify the Trustee in
writing and may request that the Trustee refund the amount of contributions
received by the Trustee for such taxable year which is not deductible. Upon
receiving such notification, the Trustee shall make such refund.

2. Any refunds made under Paragraph 1 shall, if the Grantor
requests, be accompanied by the amount of net income which the Trustee
determines to be reasonably attributable to the contributions being refunded.

3. Paragraph 1 hereof shall not apply to rollover contributions
described in Section 402(c) (but only after December 31, 1992), 403(a)(4),
403(b)(8), or 408(d)(3) of the Code. Rollover contributions before January 1,
1993, include rollovers described in Section 402(a)(5), 402(a)(6), 402(a)(7),
403(a)(4), 403(b)(8), and 403(d)(3) of the Code.

ARTICLE X

The Trustee shall be entitled to reasonable compensation for all
services rendered hereunder as shall be agreed upon between the Grantor and the
Trustee.

ARTICLE XI

1. The Trustee may resign at any time upon giving at least 45
days' prior written notice to the Grantor or, if the Grantor is then deceased,
to the beneficiary hereunder.

2. The Grantor may remove the Trustee at any time upon the
least 45 days' prior written notice to the Trustee. The Grantor shall fill any
vacancy in

C-268

<PAGE>

the office of the Trustee howsoever caused by written instrument delivered to
the retiring Trustee with the acceptance of the successor Trustee endorsed
thereon; provided that such successor Trustee is a bank or a person approved by
the Secretary of the Treasury to hold assets of individual retirement accounts.

3. Each successor Trustee shall succeed to the title of the
Trust vested in its predecessor without the signing or filing of any further
instruments, but any resigning or removed Trustee shall execute all documents
and do all acts necessary to vest such title in any successor Trustee, and shall
turn over to the successor Trustee copies of all such records pertaining to the
Trust which such successor Trustee may properly need to administer the Trust.
Each successor Trustee shall have and enjoy all powers, both discretionary and
ministerial, herein conferred upon its predecessor. No successor Trustee shall
be personally liable for any act or failure to act of any predecessor Trustee,
and, with the approval of the Grantor, a successor Trustee may accept the
account rendered and the property delivered to it by the predecessor Trustee as
a full and complete discharge to the predecessor Trustee without incurring any
liability or responsibility for so doing.

ARTICLE XII

1. Any provision herein to the contrary notwithstanding, the
Trust created by this Agreement shall terminate:

(a) When the Trustee receives written instructions from the
Grantor to transfer all of the assets of the Trust to the trustee or custodian
of another retirement plan or trust, or directly to the Grantor; or

(b) Upon the distribution of all of the assets of the Trust
in accordance with Article IV.

2. Unless one of the events described in Paragraph 1 occurs,
this Trust shall continue even though no contributions are made to the trust for
any particular year or years.

3. Upon termination of this Trust, the Trustee shall continue
to have all of the powers provided in this Agreement as are necessary or
desirable for the orderly liquidation and distribution of the Trust assets, and
shall be entitled to reserve such reasonable amounts as it may deem necessary to
provide for the payment of any expenses then or thereafter chargeable to the
Trust.

C-269

<PAGE>

ARTICLE XIII

1. The Grantor shall file with the Trustee a written
designation of his beneficiary or beneficiaries, and such designation may be
changed from time to time by filing a new designation with the Trustee without
the consent of any party. Such designation may include contingent or successive
beneficiaries. Each such election and designation shall be on a form provided
by or acceptable to the Trustee. The interest of any beneficiary shall cease
upon his death, unless the Grantor directed otherwise. The designation on file
with the Trustee at the date of the death of the Grantor shall be controlling.
If there is no designated beneficiary to receive any amount which becomes
payable to a beneficiary, such amount shall be payable to the executor or
administrator of the estate of the last to die of the Grantor and the last
survivor of his designated beneficiaries.

2. Neither the Grantor nor any beneficiary of the Grantor shall
have any right to pledge, hypothecate, anticipate, or in any way create a lien
upon any assets or part of the Trust. Distributions to the Grantor, his
beneficiaries, spouse, heirs-at-law, or legal representatives, excepting minors
and persons under legal disability, shall be made only to them and upon their
personal receipts or endorsements and no interest in the Trust, or any part
thereof, shall be assignable in anticipation of payment either by voluntary or
involuntary act, or by operation of law, or be liable in any way for the debts
or defaults of such Grantor, his beneficiaries, spouse, or heirs-at-law. The
provisions of this paragraph shall not apply to the extent that they violate any
applicable law.

3. No amendments or modification or termination of this Trust
shall cause any part of the Trust to be used or diverted to or for the benefit
of anyone other than the Grantor and his designated beneficiaries; provided that
the rights, duties, or responsibilities of the Trustee shall not be changed
without its written consent.

4. In interpreting this Agreement, words in the masculine
gender shall include the feminine, words in the singular shall include the
plural, and vice versa, as may be appropriate. The word "person" shall include
natural and legal persons.

5. Any notice or statement which the Trustee is required to
give hereunder shall be deemed given when mailed to the intended recipient at
his last known address. Any notice or statement to be given to the Trustee
shall be deemed given only when actually received by the Trustee.

C-270

<PAGE>

6. The powers and duties of the Trustee and all questions of
interpretation of this Declaration of Trust shall be governed by the laws of the
State of Michigan except to the extent that such laws are pre-empted by the
provisions of the Employee Retirement Income Security Act of 1974, as amended.

7. This Agreement may be executed by completing and signing the
Amway Management Company IRA Application, which application incorporates by
reference this Agreement.

This material is not authorized for distribution to prospective
investors in Amway Mutual Fund, Inc. or the Cash Equivalent Fund, unless
preceded or accompanied by an effective Prospectus which includes information
regarding the Fund's investment objectives, management, sales commission, and
other information. All questions should be directed to Amway Management
Company, 7575 East Fulton Road, Ada, Michigan 49355-7150. (616) 676-6288 or
(800) 346-2670

C-271

<PAGE>

AMWAY MANAGEMENT COMPANY INDIVIDUAL RETIREMENT ACCOUNT
APPLICATION

<TABLE>
<CAPTION>
REGISTRATION INFORMATION COMPLETE FOR SPOUSAL ACCOUNTS ONLY:
<S> <C>
Name Address Name Address
Zip Social Security No. / / Zip Social Security No. / /
Birth Date / / Tel. Birth Date / / Tel.
Work/Home Work/Home
(1) Beneficiary (1) Beneficiary
Relationship Proportion Relationship Proportion
(%) Address (%) Address
Zip (2) Beneficiary Zip (2) Beneficiary
Relationship Proportion Relationship Proportion
(%) Address (%) Address
Zip If you wish to name additional primary Zip If you wish to name additional primary
beneficiaries or secondary beneficiaries, please list beneficiaries or secondary beneficiaries, please list
information on a separate sheet of paper and attach to information on a separate sheet of paper and attach to
this application. this application.
</TABLE>

TYPE OF ACCOUNT

Indicate one:

Individual Account-($2,000 annual limit).
Spousal Accounts for individual and non-working spouse-($2,250 annual
limit, not more than $2,000 in either account).
Transfer/Rollover Account-No limit, see Disclosure Statement.

INITIAL CONTRIBUTION AND INVESTMENT

Checks should be made payable to Michigan National Bank, Trustee. The minimum
initial contribution to the Amway Mutual Fund, Inc. is $100. The minimum
initial contribution to the Cash Equivalent Fund is $1,000.

Please indicate if any portion of this contribution is a transfer/rollover of a
lump-sum distribution from a qualified plan or tax-sheltered annuity:
Yes No If yes, amount $

Individual Account Contribution for Tax Year 19 Amount $
Non-Working Spouse Contribution for Tax Year 19 Amount $

My contributions should be invested as follows (indicate dollar amount):
$ Amway Mutual Fund, Inc. $ Cash Equivalent Fund

C-272

<PAGE>

SIGNATURES
The individual (or individual and spouse) hereby (i) acknowledges receipt of the
IRA Agreement and Disclosure Statement on the date of this application; (ii)
acknowledges receipt of the current Prospectus for Amway Mutual Fund, Inc. and
the Cash Equivalent Fund and agree to its terms; (iii) consents to the trustee
fee specified in the Disclosure Statement; and (iv) has read and agrees to the
provisions of the IRA Agreement, which together with this application,
represents the entire agreement.

Individual's Signature Spouse's Signature
Date of Application (Spousal accounts only)
Application Accepted by Michigan National Date of Application
Bank, Trustee
By Date

Return completed Application to: Amway Management Company, 7575 East Fulton
Road, Ada, Michigan 49355-7150. A copy of the accepted Application will be
returned to you.

C-273

<PAGE>

NOTICE OF WITHHOLDING ON DISTRIBUTIONS FROM
AMWAY MANAGEMENT COMPANY INDIVIDUAL RETIREMENT ACCOUNT

The distributions you receive from the Amway Mutual Fund Individual
Retirement Account are subject to Federal income tax withholding unless you
elect not to have withholding apply. Withholding will only apply to the portion
of your distribution that is included in your income subject to Federal income
tax. Thus, for example, there will be no withholding on the return of your own
nondeductible contributions to the plan.

You may elect not to have withholding apply to your distribution payments
by signing and dating the attached election and returning it by mail to Amway
Mutual Fund, Inc., 7575 East Fulton Road, Ada, Michigan 49355.

If you do not return the election at the time you request distribution or,
early enough so that we receive it by the date your distribution is scheduled to
begin, your distribution may be delayed. If we do not have a signed election
form in our possession on the date your distribution is made, Federal income tax
will be withheld from that portion which is taxable.

If you elect not to have withholding apply to your distribution payments,
or if you do not have enough Federal income tax withheld from your distribution,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

C-274

<PAGE>

AMWAY MANAGEMENT COMPANY
INDIVIDUAL RETIREMENT ACCOUNT
________________________________

DISTRIBUTION ELECTION FORM

Grantor: _____________________________________________________________
Grantor's Address: ___________________________________________________
___________________________________________________
Grantor's Social Security No.: ____________________________________
Grantor's Date of Birth: ______________________________________________
IRA Account No.: ___________________________________________________

FORM OF DISTRIBUTION

By signing this document, I request that my benefits in my AMWAY
MANAGEMENT COMPANY INDIVIDUAL RETIREMENT ACCOUNT ("IRA") be distributed in the
manner indicated below.

_____ 1. Lump sum payment to:

_____ Me

_____ The IRA indicated below.

_____ 2. Equal _____________ (indicate whether monthly, quarterly or
annual) installment payments to:

_____ Me over a period of __________ years.

_____ The IRA indicated below over a period of __________
years.

_____ 3. Annual installment payments to me in the following amount:
$____________. (If the balance in my IRA is less than this amount, the annual
installment payment shall be the balance in my IRA.)

Additional forms of distribution are also available. You can contact the Amway
Management Company for more information.

IF YOU ELECTED A TRANSFER OF YOUR DISTRIBUTION TO AN IRA, THE FOLLOWING
INFORMATION MUST BE PROVIDED. (FAILURE TO ACCURATELY COMPLETE THIS SECTION MAY
PREVENT A TRANSFER FROM OCCURRING.)

C-275

<PAGE>

Name and address of the IRA custodian or trustee:_____________________

______________________________________________________________________

Account Number of the IRA: __________________________________________

TIME OF DISTRIBUTION

I understand that my distribution will be made as soon as
administratively feasible after I request payment.

ACKNOWLEDGEMENT REGARDING DISTRIBUTION

1. In making this request for a distribution, if I elected payment
of my benefits to me:

_____ I elect not to have income tax withheld from my
distribution.

_____ I elect to have income tax withheld in accordance with
the attached Form W-4P.

2. In making this request for a distribution, I acknowledge that if
I elected a direct transfer of my benefits to another IRA, I certify that the
IRA is eligible to receive the transfer.

Dated: ___________________, 199_ __________________________________________
Signature of Grantor

__________________________________________
Printed Name of Grantor

Accepted By:

AMWAY MANAGEMENT COMPANY

Its

Dated: , 199

C-276

<PAGE>

Amway Mutual Fund, Inc. and Cash Equivalent Fund
Account Application
Mail to: Amway Management Company
7575 Fulton Street East, Ada, Michigan 49355-7150
(616) 787-6288 or (800) 346-2670

/ / Amway Mutual Fund, Inc. $_____________
Minimum Investment $500
Cash Equivalent Fund (CEF)*
/ / Money Market Portfolio $_____________
/ / Government Securities Portfolio $_____________
/ / Tax-Exempt Portfolio $_____________
Minimum Investment $1,000 per Portfolio
*Available for U.S. residents only.
Exchange Privilege
Amway Mutual Fund shares can be exchanged in and out of the Cash Equivalent Fund
money market fund. For additional information see the prospectus for Amway
Mutual Fund, Inc.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. ACCOUNT REGISTRATION
(Choose One Only)
/ / Individual or Joint Account
_____________________________________________________________________
Owner's Name: First, Middle, Last
_________________________________________________________-____-______
ADA No. Soc. Sec. No. (for IRS)
___-_____-___________________________________________________________
Joint Owner's Name: First, Middle, Last
Soc.Sec. No. (for IRS)
Registration will be "JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP"
unless otherwise specified

/ / Gifts to Minors:
_____________________________________________________________________
Custodian's Name: (One Name only)
_____________________________________________________________________
Minor's State of Residence
_____________________________________________________________________
Minor's Name: First, Middle, Last
_____________________________________________________________________
_____-______-________________________________________________________
Minor's Social Security Number

/ / Corporations, Trusts, etc. or others in any fiduciary capacity
_____________________________________________________________________
Name
_____________________________________________________________________
Tax I.D. Number
Type: / / Corporation / / Association
/ / Partnership / / Trust/Date of Trust _________
_____________________________________________________________________
Trustee

C-277

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. MAILING ADDRESS
___________________________________________________
Street or P.O. Box
___________________________________________________
City, State, Zip
(________)_________________________________________
Daytime Phone (included Area Code)
(________)_________________________________________
Evening Phone (include Area Code)

If no box is checked, all dividends and capital gain distributions will be
reinvested, increasing your shares. Reinvested shares are invested at the net
asset value per share without a sales charge.

Cash Equivalent Fund dividends / / Cash / / Reinvested
Amway Mutual Fund income dividends / / Cash / / Reinvested
Amway Mutual Fund
Capital Gain distributions / / Cash / / Reinvested

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
6. TELEPHONE OR TELEGRAM TRANSACTION OPTION
/ / Yes / / No (YES box must be checked to authorize this option).
I/We hereby authorize Amway Stock Transfer Company (ASTC) and/or Amway
Management Company (AMC) to honor any telephone or telegram transaction requests
from any person representing themselves to be the Investor and identfying the
account by its number. Telephone and Telegraph transactions will be recorded and
written confirmations will be mailed to shareholders. This option is available
only when no stock certificates have been issued. The proceeds will be mailed to
the name and address in which the Fund account is registered, or mailed or wired
to the bank account designated below (applies only if the bank account
registration matches exactly the fund account registration). It is understood
that a bank fee may be charged for each wire redemption of $5,000 or less.
Before this option is effective for a corporation, partnership, or other
orgainzations, additional documents may be required. This option is not
available for Profit-Sharing Trust and IRAaccounts. These procedures are
established to confirm that telephone or telegraph transaction requests are
genuine. For assistance or additional information, please contact AMC. It is
understood that neither Amway Mutual Fund, ASTC, nor AMC will be responsible for
the authenticity of transaction instructions received by telephone or telegram
and will not be liable for any loss, liability, cost, or expense for acting upon
such instructions. The Investor bears the risk of loss unless the Fund, AMC and
ASTC fails to follow the procedures designed to confirm instructions as genuine.

Bank Registration (please provide deposit slip)
___________________________________________________
Name of Your Bank Branch
___________________________________________________
Bank Checking Account Number Bank ABA #
___________________________________________________
Address of Bank
___________________________________________________
___________________________________________________
Name(s) in which bank account is registered. (Fund registration must be
identical to bank account registration).
(Please see reverse side)

C-278

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7. OPTIONAL CHECKWRITING PRIVILEGE
Cash Equivalent Fund Portfolios Only
/ / Yes / / No
If yes, the undersigned authorizes drafts drawn against my Cash Equivalent Fund
account to be honored and the redemption of a sufficient number of Fund shares
to pay such drafts. Minimum amount: $250.00 per draft.

Joint Accounts
Check whether / / only one owner or / / all owners are reguired to sign
Redemption Checks.

Institutional Accounts
Indicate the number of authorized signers required to sign Redemption
Checks. / / 1 / / 2 / / 3 / / 4

Institutional Accounts
Please type or print names and title of authorized signers. Persons signing as
representatives for an institutional account warrant as individuals that each
person is an authorized representative, that the account and privileges selected
have been duly authorized, that all signatures hereon are genuine and that the
persons indicated hereon are authorized to sign.

A. ____________________________________________________

B. ____________________________________________________

C. ____________________________________________________

D. ____________________________________________________

SIGNATURE GUARANTEE

ALWAYS REQUIRED FOR ANY CHANGE OR MODIFICATION. REQUIRED ON ALL INSTITUTIONAL
ACCOUNTS. NOT REQUIRED WHEN ESTABLISHING AN INDIVIDUAL ACCOUNT. Signature
guarantee must be provided by a commercial bank, trust company, member of
national securities exchange, or savings and loan association.

AFFIX SIGNATURE GUARANTEE STAMP

__________________________________________________
Signature Guaranteed By
__________________________________________________
Authorized Signature

C-279

<PAGE>

I/We have full right, power, authority and legal capacity (if a natural person,
am/are of legal age in state of residence) to purchase shares of the Fund(s).
I/We affirm that I/we have received and read the current Prospectuses of the
Funds and agree to their terms. I/We understand the Funds' investment objectives
and program and have dertermined that the Fund(s) is/are a suitable investment
based upon my/our investment needs and financial situation. By signing below (a)
I/we understand that this account will have the Exchange Privilege capability
with the Amway Mutual Fund and the portfolios of the Cash Equvalent Fund and
that all information provided in the above items will apply to any fund into
which my/our shares may be exchanged and I/we understand that the Exchange
Privilege can be modified or terminated as described in the prospectus; (b) I/we
hereby ratify any instructions given on this account and any account into which
I/we exchange relating to the above items and agree that neither the Fund(s),
the transfer agency nor Amway Management Company will be liable for any loss,
cost or expense for acting upon such instructions (by telephone or writing)
believed to be genuine and in accordance with the procedures described in the
Prospectus; and (c) my/our responsibility is to read the Prospectus of any Fund
into which I/we exchange.

Under penalties or perjury, I/we (the first name and joint owner listed on a
joint account) certify (1) that the number shown in the Account Registration
(Section 2) below my/our name(s) on this application is my/our correct taxpayer
identification number and (2) that I/we am/are not subject to backup withholding
because: (a) I/we have not been notified of being subject to backup withholding
as a result of a failure to report all interest or dividends, or (b) the
Internal Revenue Service has notified me/us that I/we am/are no longer subject
to backup withholding. (Please cross out 2(a) and (b) if incorrect.)

Sign in box below exactly as name or names appear in registration above or in
the list below with blue or black ballpoint. Note especially first name and
middle initial.

- ------------------------------------------------------------
A.
- ------------------------------------------------------------
Signature of Owner, Trustee, Custodian, or authorized Corporate OfficerDate

- ------------------------------------------------------------
B.
- ------------------------------------------------------------
Signature of Joint Owner, Co-Trustee, etc. (if any) Date

- ------------------------------------------------------------
C.
- ------------------------------------------------------------
Signature of Joint Owner, Co-Trustee, etc. (if any) Date

- ------------------------------------------------------------
D.
- ------------------------------------------------------------
Signature of Joint Owner, Co-Trustee, etc. (if any) Date

The application shall become a contract only upon acceptance by the Fund. The
purchase, sale and issuance of shares shall be governed by the laws of the State
of Michigan, and the passage of title and the delivery of shares shall be deemed
to take place in Michigan. Additional documents must be requested from the Fund
to establish a Profit-Sharing Trust or Individual Retirement Account.

FOR AMWAY MANAGEMENT COMPANY USE ONLY

Master Account Number: 7 0 3 4 7

Dealer Number: 6 0 0 6 3

CASH EQUIVALENT FUND ACCOUNT NUMBER:

Money Market Port. 3 4 1 7 _____ _____ _____ _____ _____ _____

Gov't Sec. Port. 3 4 1 3 _____ _____ _____ _____ _____ _____

Tax-Exmpt Port. 3 4 1 5 _____ _____ _____ _____ _____ _____

C-280
<PAGE>
EXHIBIT OF PERFORMANCE CALCULATIONS

This exhibit reflects the calculation of the performance figures that
appear under "Investment Performance Information" in Part A (information
required in a prospectus) for Amway Mutual Fund, Inc. ("Fund").

The average annual total return for the Fund for a specific period is found
by taking a hypothetical $1,000 investment ("Initial Investment") at the
beginning of the period, adjusting for the maximum sales charge (3.0% of the
offering price), reinvesting all dividends and capital gains at the net asset
value on the reinvestment dates during the period, and computing the redeemable
value at the end of the period. The redeemable value is then divided by the
initial investment, and this quotient is taken to the Nth root (N representing
the number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. Thus, the following formula applies:

Average Annual Total Return = (Redeemable Value/Initial Investment) 1/N - 1

Using the formula provided, average annual total return for the 1, 5, and
10 year periods are calculated in the following schedules which are included on
Pages C-282 through C-284.

C-281
<PAGE>
ONE YEAR AVERAGE ANNUAL TOTAL RETURN YEAR ENDING 12/31/95

<TABLE>
<CAPTION>
ACC
ORDINARY ORDI-
ACC SH VALUE OF INC NARY
RD. INC CAP GAIN EXECUTION PURCH W/ SH DIVIDENDS INC DIV OID
DATE DESCRIPTION INVESTMENT DIV / SH DIST / SH PRICE NAV / SH INV 31-DEC $ $ SHARES
- -------- ----------- ---------- -------- -------- ------ -------- -------- --------- --------- ------- -------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/3/95 Purchase $1000 7.04 142.045
3/31/95 Qtr. FMV 7.330 142.045 1,041.19

ACC ORD ACC CAP CAP
INC CAP GAIN GAIN
ACC OID DIV 12/31 GAIN DIST DIST
DATE SHARES FMV DIST $ SHARES SHARES
- -------- ------- --------- ------- --------- -------
<C> <C> <C> <C> <C> <C>
1/3/95
3/31/95 0.000 0.00 0.00
</TABLE>

<PAGE>
ONE YEAR AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
CAP. EXE- NET AS- ACC. ORD.
ORD. GAIN CU- SET ACC. VALUE OF ORD. INC.
AMOUNT INC. DIST./ TION VALUE/ SHS. SHS. PUR ORD. INC. INC. DIVI/
DATE DESCRIP. OF INV. DIV./SH. SH. PRICE SH. PUR.WITH DEC-31 DIVIDENDS DIV. SH
- -------- ----------- ---------- -------- -------- ------ -------- -------- --------- --------- ------- -------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6/30/95 Qtr. FMV 7.820 142.045 1,110.79
9/30/95 Qtr. FMV 8.540 142.045 1,213.06
12/19/95 OID & CG .105 1.42 7.30 7.300 142.045 14.91 14.41 2.043
12/31/95 Qtr. FMV 7.430 142.045 1,055.39 2.043

<CAPTION>
ACC. ACC. CAP CAP. ACC. 12/31 FMV
ORD. 12/31 FMV CAP. /SH /SH CAP. ACC. CAP. TOTAL TOTAL TOTAL AVERAGE
INC. ACC. ORD. GAIN GAIN GAIN GAIN GAIN SHARES SHS. OWNED SHS. OWNED ANNUAL
DATE DIV. INC. DIV. DIST. DIST. DIST. DIST. DIST. OWNED 31-DEC 31-DEC RETURN
- -------- ------- --------- ------- --------- ------- ------- --------- ------- ----------- ----------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6/30/95 0.000 0.00 0.000 0.00 142.045 1110.79 1110.79
9/30/95 0.000 0.00 0.000 0.00 142.045 1213.06 1213.06
12/19/95 2.043 14.91 201.70 201.70 27.631 27.631 171.719
12/31/95 2.043 15.18 201.70 27.631 205.30 171.719 1275.87 1275.87% 27.5872%
</TABLE>

C-282
<PAGE>
FIVE YEAR AVERAGE ANNUAL TOTAL RETURN YEAR ENDING 12/31/95

<TABLE>
<CAPTION>
ACC
ORDINARY ORDI-
ACC SH VALUE OF INC NARY
RD. INC APP GAIN EXECUTION PURCH W/ SH DIVIDENDS INC DIV OID
DATE DESCRIPTION INVESTMENT DIV / SH 1ST / SH PRICE NAV / SH INV 31-DEC $ $ SHARES
- -------- ----------- ---------- -------- -------- ------ -------- -------- --------- --------- ------- -------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/2/91 Purchase $1,000.00 6.960 143.678
3/28/91 Qtr. FMV 8.220 143.678 1,181.03
6/14/91 OID 0.050 8.340 8.340 143.678 7.18 7.18 0.861
6/28/91 Qtr. FMV 7.980 143.678 1,146.55
9/30/91 Qtr. FMV 8.450 143.678 1,214.08
12/13/91 OID & CG 0.010 1.360 7.390 7.390 143.678 1.45 8.63 0.196
12/31/91 Qtr. FMV 8.110 143.678 1,165.23

3/31/92 Qtr. FMV 7.660 143.678 1,100.57
6/30/92 Qtr. FMV 7.260 143.678 1,043.10
9/30/92 Qtr. FMV 7.420 143.678 1,066.09
12/13/92 OID & CG 0.022 0.638 7.310 7.310 143.678 3.77 12.40 0.516
12/31/92 Qtr. FMV 7.570 143.678 1,087.64

03/31/93 Qtr. FMV 7.940 143.678 1,140.80
06/30/93 Qtr. FMV 7.870 143.678 1,130.75
09/30/93 Qtr. FMV 8.310 143.678 1,193.96
12/14/93 OID & CG 0.020 0.640 7.470 7.470 143.678 3.74 16.13 0.500
12/31/93 Qtr. FMV 7.710 143.678 1,107.76

3/31/94 Qtr. FMV 7.410 143.678 1,064.65
6/14/94 OID 7.400 7.400 143.678 0.00 16.13 0.000
6/30/94 Qtr. FMV 7.020 143.678 1,008.62
9/30/94 Qtr. FMV 7.270 143.678 1,044.54
12/13/94 OID & CG 0.030 0.340 6.740 6.740 143.678 6.10 22.23 0.905
12/31/94 Qtr. FMV 6.880 143.678 988.50

3/31/95 Qtr. FMV 7.330 143.678 1,053.16
6/30/95 Qtr. FMV 7.820 143.678 1,123.56
9/30/95 Qtr. FMV 8.540 143.678 1,227.01
12/19/95 OID & CG 0.105 1.420 7.300 7.300 143.678 22.52 22.52 3.085
12/31/95 Qtr. FMV 7.430 143.678 1,067.53

ACC ORD ACC CAP CAP ACC CAP ACC CAP TOTAL TOTAL
INC CAP GAIN GAIN GAIN GAIN TOTAL SHARES SHARES AVERAGE
ACC OID DIV 12/31 GAIN DIST DIST DIST DIST SHARES OWNED 12/31 OWNED 12/31 ANNUAL
DATE SHARES FMV DIST $ SHARES SHARES SHARES 12/31 FMV OWNED FMV FMV RETURN
- -------- ------- --------- ------- --------- ------- ------- --------- ------- ----------- ----------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/2/91 143.678
3/28/91 0.000 0.00 0.00 0.000 0.00 143.678 1181.03 1181.03
6/14/91 0.861 0.00 0.000 144.539
6/28/91 0.861 6.87 0.00 0.000 0.00 144.539 1153.42 1153.42
9/30/91 0.861 7.28 0.00 0.000 0.00 144.539 1221.35 1221.35
12/13/91 1.057 196.57 196.57 26.600 26.600 171.335
12/31/91 1.057 8.57 196.57 26.600 215.73 171.335 1389.53 1389.53 38.9527%

3/31/92 1.057 8.10 196.57 26.600 203.76 171.335 1312.43 1312.43
6/30/92 1.057 7.67 196.57 26.600 193.12 171.335 1243.89 1243.89
9/30/92 1.057 7.84 196.57 26.600 197.37 171.335 1271.31 1271.31
12/13/92 1.573 109.31 305.88 14.954 41.554 186.805
12/31/92 1.573 11.91 305.88 41.554 314.56 186.805 1414.11 1414.11 18.9165%

03/31/93 1.573 12.49 305.88 41.554 329.94 186.805 1483.23 1483.23
06/30/93 1.573 12.38 305.88 41.554 327.03 186.805 1470.16 1470.16
09/30/93 1.573 13.07 305.88 41.554 345.31 186.805 1552.35 1552.35
12/14/93 2.073 119.56 425.44 16.005 57.559 203.310
12/31/93 2.073 15.98 425.44 57.559 443.78 203.310 1567.52 1567.52 16.1639%
3/31/94 2.073 15.36 425.44 57.559 426.51 203.310 1506.53 1506.53
6/14/94 2.073 0.00 425.44 0.000 57.559 203.310
6/30/94 2.073 14.55 425.44 57.559 404.06 203.310 1427.24 1427.24
9/30/94 2.073 15.07 425.44 57.559 418.45 203.310 1478.06 1478.06
12/13/94 2.978 20.07 69.13 494.57 10.256 67.815 214.471
12/31/94 2.978 20.49 494.57 67.815 466.57 214.471 1475.56 1475.56 10.2146%

3/31/95 2.978 21.83 494.57 67.815 497.08 214.471 1572.07 1572.07
6/30/95 2.978 23.29 494.57 67.815 530.31 214.471 1677.16 1677.16
9/30/95 2.978 25.43 494.57 67.815 579.14 214.471 1831.58 1831.58
12/19/95 6.063 44.26 304.55 799.11 41.719 109.534 259.275
12/31/95 6.063 45.05 799.11 109.534 813.84 259.275 1926.41 1926.41 14.0118%
</TABLE>

C-283
<PAGE>
TEN YEAR AVERAGE ANNUAL TOTOAL RETURN YEAR ENDING 12/31/95

<TABLE>
<CAPTION>
ACC
ORDINARY ORDI-
ACC SH VALUE OF INC NARY
RD. INC APP GAIN EXECUTION PURCH W/ SH DIVIDENDS INC DIV OID
DATE DESCRIPTION INVESTMENT DIV / SH 1ST / SH PRICE NAV / SH INV 31-DEC $ $ SHARES
- -------- ----------- ---------- -------- -------- ------ -------- -------- --------- --------- ------- -------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/2/86 Purchase $1,000.00 6.980 143.266
3/31/86 Qtr. FMV 8.090 143.266 1,159.022
6/16/86 OID 0.060 8.000 143.266 8.60 8.60 1.074
6/30/86 Qtr. FMV 8.090 143.266 1,159.022
9/30/86 Qtr. FMV 7.540 143.266 1,080.226
12/10/86 OID 0.060 8.140 143.266 8.66 17.26 1.064
12/31/86 Qtr. FMV 7.820 143.266 1,120.340

3/31/87 Qtr. FMV 9.860 143.266 1,412.603
6/15/87 OID 0.060 10.070 143.266 8.72 25.98 0.866
6/30/87 Qtr. FMV 9.920 143.266 1,421.199
9/30/87 Qtr. FMV 10.720 143.266 1,535.81
12/11/87 OID & CG 0.070 0.420 7.320 143.266 10.24 36.22 1.399
12/31/87 Qtr. FMV 7.870 143.266 1,127.50

3/31/88 Qtr. FMV 8.040 143.266 1,151.86
6/15/88 OID 0.070 8.490 143.266 10.92 47.14 1.287
6/30/88 Qtr. FMV 8.520 143.266 1,220.63
9/30/88 Qtr. FMV 8.280 143.266 1,186.24
12/16/88 OID & CG 0.085 1.745 6.410 143.266 13.37 60.52 2.087
12/31/88 Qtr. FMV 6.490 143.266 929.80

3/31/89 Qtr. FMV 6.87 143.266 984.24
6/21/89 OID 0.09 7.46 143.266 18.20 78.72 2.440
6/30/89 Qtr. FMV 7.37 143.266 1,055.87
9/30/89 Qtr. FMV 8.24 143.266 1,180.51
12/15/89 OID & CG 0.07 1.16 7.10 143.266 14.33 93.05 2.018
12/31/89 Qtr. FMV 7.26 143.266 1,040.11

3/30/90 Qtr. FMV 7.240 143.266 1,037.25
6/20/90 OID 0.050 7.660 143.266 12.01 105.06 1.568
6/29/90 Qtr. FMV 7.670 143.266 1,098.85
9/28/90 Qtr. FMV 6.550 143.266 938.39
12/14/90 OID & CG 0.030 0.430 6.740 143.266 7.25 112.31 1.076
12/31/90 Qtr. FMV 6.820 143.266 977.07

3/28/91 Qtr. FMV 8.220 143.266 1,177.65
6/14/91 OID 0.050 8.340 8.340 143.266 12.91 125.23 1.548
6/28/91 Qtr. FMV 7.980 143.266 1,143.26
9/30/91 Qtr. FMV 8.450 143.266 1,210.60
12/13/91 OID & CG 0.010 1.360 7.390 7.390 143.266 2.60 127.82 0.352
12/31/91 Qtr. FMV 8.110 143.266 1,161.89

3/31/92 Qtr. FMV 7.660 143.266 1,097.42
6/30/92 Qtr. FMV 7.260 143.266 1,040.11
9/30/92 Qtr. FMV 7.420 143.266 1,063.03
12/13/92 OID & CG 0.022 0.638 7.310 7.310 143.266 6.77 134.60 0.927
12/31/92 Qtr. FMV 7.570 143.266 1,084.52

03/31/93 Qtr. FMV 7.940 143.266 1,137.53
06/30/93 Qtr. FMV 7.870 143.266 1,127.50
09/30/93 Qtr. FMV 8.310 143.266 1,190.54
12/14/93 OID & CG 0.020 0.640 7.470 7.470 143.266 6.72 141.31 0.899
12/31/93 Qtr. FMV 7.710 143.266 1,104.58

3/31/94 Qtr. FMV 7.410 143.266 1,061.60
6/14/94 OID 7.400 7.400 143.266 0.00 141.31 0.000
6/30/94 Qtr. FMV 7.020 143.266 1,005.73
9/30/94 Qtr. FMV 7.270 143.266 1,041.54
12/13/94 OID & CG 0.030 0.340 6.740 6.740 143.266 10.96 152.28 1.627
12/31/94 Qtr. FMV 6.880 143.266 985.67

3/31/95 Qtr. FMV 7.330 143.266 1,050.14
6/30/95 Qtr. FMV 7.820 143.266 1,120.34
9/30/95 Qtr. FMV 8.540 143.266 1,223.49
12/19/95 OID & CG 0.105 1.420 7.300 7.300 143.266 40.48 40.48 5.545
12/31/95 Qtr. FMV 7.430 143.266 1,064.47

ACC ORD CAP ACC CAP ACC CAP TOTAL TOTAL
INC CAP ACC CAP GAIN GAIN GAIN TOTAL SHARES SHARES AVERAGE
ACC OID DIV 12/31 GAIN GAIN DIST DIST DIST DIST SHARES OWNED 12/31 OWNED 12/31 ANNUAL
DATE SHARES FMV DIST $ SHARES SHARES SHARES 12/31 FMV OWNED FMV FMV RETURN
- -------- ------- --------- ------- --------- ------- ------- --------- ------- ----------- ----------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/2/86 143.266
3/31/86 0.000 0.00 0.00 0.000 0.00 143.266 1159.02 1159.02
6/16/86 1.074 0.00 0.00 0.000 0.000 144.340
6/30/86 1.074 8.69 0.00 0.000 0.00 144.340 1167.71 1167.71
9/30/86 1.074 8.10 0.00 0.000 0.00 144.340 1088.32 1088.32
12/10/86 2.138 0.00 0.00 0.000 0.000 145.404
12/31/86 2.138 16.72 0.00 0.000 0.00 145.404 1137.06 1137.06 13.7059%
3/31/87 2.138 21.08 0.00 0.000 0.00 145.404 1433.68 1433.68
6/15/87 3.004 0.00 0.00 0.000 0.000 146.270
6/30/87 3.004 29.80 0.00 0.000 0.00 146.270 1451.00 1451.00
9/30/87 3.004 32.20 0.00 0.000 0.00 146.270 1568.01 1568.01
12/11/87 4.403 61.43 61.43 8.393 8.393 156.062
12/31/87 4.403 34.65 61.43 8.393 66.05 156.062 1228.21 1228.21 10.8245%
3/31/88 4.403 35.40 61.43 8.393 67.48 156.062 1254.74 1254.74
6/15/88 5.690 61.43 8.393 157.349
6/30/88 5.690 48.48 61.43 8.393 71.51 157.349 1340.61 1340.61
9/30/88 5.690 47.11 61.43 8.393 69.49 157.349 1302.85 1302.85
12/16/88 7.777 274.57 336.01 42.835 51.228 202.271
12/31/88 7.777 50.47 336.01 51.228 332.47 202.271 1312.74 1312.74 9.4946%
3/31/89 7.777 53.43 336.01 51.228 351.94 202.271 1389.60 1389.60
6/21/89 10.217 336.01 51.228 204.711
6/30/89 10.217 75.30 336.01 51.228 377.55 204.711 1508.72 1508.72
9/30/89 10.217 84.19 336.01 51.228 422.12 204.711 1686.82 1686.82
12/15/89 12.235 237.46 573.47 33.446 84.674 240.175
12/31/89 12.235 88.83 573.47 84.674 614.73 240.175 1743.67 1743.67 14.9122%
3/30/90 12.235 88.58 573.47 84.674 613.04 240.175 1738.87 1738.87
6/20/90 13.803 573.47 84.674 241.743
6/29/90 13.803 105.87 573.47 84.674 649.45 241.743 1854.17 1854.17
9/28/90 13.803 90.41 573.47 84.674 554.61 241.743 1583.42 1583.42
12/14/90 14.879 103.95 677.42 15.423 100.097 258.242
12/31/90 14.879 101.47 677.42 100.097 682.66 258.242 1761.21 1761.21 11.9856%
3/28/91 14.879 122.31 677.42 100.097 822.80 258.242 2122.75 2122.75
6/14/91 16.427 677.42 100.097 259.790
6/28/91 16.427 131.09 677.42 100.097 798.77 259.790 2073.12 2073.12
9/30/91 16.427 138.81 677.42 100.097 845.82 259.790 2195.23 2195.23
12/13/91 16.779 353.31 1,030.74 47.810 147.907 307.952
12/31/91 16.779 136.08 1,030.74 147.907 1,199.53 307.952 2497.49 2497.49 16.4798%
3/31/92 16.779 128.53 1,030.74 147.907 1,132.97 307.952 2358.91 2358.91
6/30/92 16.779 121.82 1,030.74 147.907 1,073.80 307.952 2235.73 2235.73
9/30/92 16.779 124.50 1,030.74 147.907 1,097.47 307.952 2285.00 2285.00
12/13/92 17.706 196.47 1,227.21 26.877 174.784 335.756
12/31/92 17.706 134.03 1,227.21 174.784 1,323.11 335.756 2541.67 2541.67 14.2547%
03/31/93 17.706 140.59 1,227.21 174.784 1,387.78 335.756 2665.90 2665.90
06/30/93 17.706 139.35 1,227.21 174.784 1,375.55 335.756 2642.40 2642.40
09/30/93 17.706 147.14 1,227.21 174.784 1,452.46 335.756 2790.13 2790.13
12/14/93 18.605 214.88 1,442.09 28.766 203.550 365.421
12/31/93 18.605 143.44 1,442.09 203.550 1,569.37 365.421 2817.40 2817.40 13.8233%
3/31/94 18.605 137.86 1,442.09 203.550 1,508.31 365.421 2707.77 2707.77
6/14/94 18.605 0.00 1,442.09 0.000 203.550 365.421
6/30/94 18.605 130.61 1,442.09 203.550 1,428.92 365.421 2565.26 2565.26
9/30/94 18.605 135.26 1,442.09 203.550 1,479.81 365.421 2656.61 2656.61
12/13/94 20.232 136.36 124.24 1,566.34 18.434 221.984 385.482
12/31/94 20.232 139.20 1,566.34 221.984 1,527.25 385.482 2652.12 2652.12 11.4463%
3/31/95 20.232 148.30 1,566.34 221.984 1,627.14 385.482 2825.58 2825.58
6/30/95 20.232 158.21 1,566.34 221.984 1,735.91 385.482 3014.47 3014.47
9/30/95 20.232 172.78 1,566.34 221.984 1,895.74 385.482 3292.02 3292.02
12/19/95 25.777 188.17 547.38 2,113.72 74.984 296.968 466.011
12/31/95 25.777 191.52 2,113.72 296.968 2,206.47 466.011 3462.46 3462.46 13.2240%
</TABLE>

C-284
<PAGE>

POWER OF ATTORNEY

WHEREAS, AMWAY MUTUAL FUND, INC. (herein referred to as the Fund) files
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, and of the Investment Company Act of 1940,
as amended, its Registration Statement, relating to the sale of shares of Common
Stock of the Fund; and

WHEREAS, each of the undersigned holds the office or offices in the fund
herein below set opposite his name, respectively;

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
JAMES J. ROSLONIEC, individually, his attorney, with full power to act for him
and in his name, place, and stead to sign his name, in the capacity or
capacities set forth below, to the Registration Statement, relating to the sale
of shares of Common Stock of the Fund, and to any and all amendments to such
Registration Statement, and hereby ratifies and confirms all that said attorney
may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
19th day of December, 1995.

Richard A. DeWitt, Director /s/ Richard A. DeWitt

Donald H. Johnson, Director /s/ Donald H. Johnson

Walter T. Jones, Director /s/ Walter T. Jones

STATE OF MICHIGAN}
}SS.
COUNTY OF KENT }

I, Nancy L. Schoen, a Notary Public in and for the County and State
aforesaid, do hereby certify that the above-named Directors, RICHARD A. DEWITT,
DONALD H. JOHNSON, and WALTER T. JONES, of AMWAY MUTUAL FUND, INC., known to me
and to be the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he
executed the same instrument as his free and voluntary act and deed, for the
uses and purposes therein set forth.

<PAGE>

IN WITNESS WHEREOF, I have hereto set my hand and notarial seal this 19th
day of December, 1995.

/s/ Nancy L. Schoen
---------------------------
Nancy L. Schoen

C-285
<PAGE>

AMWAY MUTUAL FUND, INC.

FORM N-1A

PART C

OTHER INFORMATION

ITEM 25. Persons Controlled by or under Common Control with Registrant

Not Applicable.

ITEM 26. Number of Holders of Securities

Listed below is the number of Amway Mutual Fund, Inc. common stock
shareholders as of December 31, 1995. Common stock with a par value
of $1 is the only class of stock issued.

Title of Class Number of Record Holders

Common Stock 16,203

ITEM 27. Indemnification

Indemnification is covered in Section 9 of the Principal Underwriter
Agreement between Amway Mutual Fund, Inc. and Amway Management
Company, which is filed as an exhibit hereto. Also, a Joint Directors
and Officers Liability Insurance Policy for Amway Management Company,
Amway Stock Transfer Co., and Amway Mutual Fund, Inc. is provided by
those entities. The Twelfth Article of the Certificate of
Incorporation and Article V of the By-Laws of Amway Mutual Fund, Inc.,
which are filed as an exhibit hereto, provide for indemnification for
any person to the extent permitted by law.

ITEM 28. Business and Other Connections of Investment Adviser.

Amway Management Company acts as the investment advisor and principal
underwriter for Amway Mutual Fund, Inc. and as a servicing agent for
the Cash Equivalent Fund.

Business histories of each Director and Officer of the Investment
Adviser of the Registrant has been attached hereto on Pages C-289
through C-295.

ITEM 29. Principal Underwriter

(a) The principal underwriter, Amway Management Company, acts as such only
for Amway Mutual Fund, Inc. Listed below is the information required
pertaining to the individual Directors and Officers of the principal
underwriter. There is no other principal underwriter.

C-286

<PAGE>

AMWAY MUTUAL FUND, INC.

FORM N-1A

PART C

OTHER INFORMATION

ITEM 29. Principal Underwriter (continued)

(b) Name and Principal Positions and Office Position and Offices

Business Address With Underwriter With Registrant

James J. Rosloniec Vice President, Treasurer President, Treasurer
7575 Fulton Street, East and Director and Director
Ada, MI 49355-0001

Allan D. Engel President, Secretary and Secretary and Assistant
7575 Fulton Street, East Director Treasurer
Ada, MI 49355-7150
</TABLE>

ITEM 30. Location of Accounts and Records

With respect to each account, book, or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR
270.31a-1 to 31a-3) promulgated thereunder, all transfer agent and
shareholder records are in the custody and control of Amway Stock
Transfer Co., Ada, Michigan, pursuant to the Common Records Agreement
Among Amway Mutual Fund, Inc., Amway Management Company, and Amway
Stock Transfer Co; all portfolio securities held or in transfer are
under the control of the Custodian, Michigan National Bank, Grand
Rapids, Michigan; all portfolio security records and brokerage records
related thereto are in the custody and control of Amway Management
Company, Ada, Michigan; or Kemper Financial Services, Inc., or Ark
Asset Management Co., Inc., the Sub-Advisers, pursuant to the Sub-
Advisory Agreements; and all remaining records are in the custody and
control of Amway Mutual Fund, Inc., Ada, Michigan.

ITEM 31. Management Services

Amway Management Company and Amway Stock Transfer Co. have entered
into a contract with DST, Inc. which provides access to a data
processing recordkeeping system for stockholder accounting. The
system provides and supports remote terminal access to DST facilities
for the maintenance of stockholder records, processing of information,
and the generation of output with respect thereto. Pursuant to this
agreement, Amway Management Company or Amway Stock Transfer Co. have
paid to DST, including equipment costs, telephone lines, and service
fees for the three years ending August 31, 1995, the fiscal year-end,
a total of $242,547.

C-287

<PAGE>

AMWAY MUTUAL FUND, INC.
FORM N-1A

PART C

OTHER INFORMATION

ITEM 32. Undertakings

(a) Not applicable

(b) Not applicable

(c) Amway Mutual Fund, Inc. undertakes to furnish to each person to
whom a prospectus is delivered a copy of the Fund's latest Annual
Report to Shareholders, upon request and without charge.

C-288

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - JAMES J. ROSLONIEC

EDUCATION:

Catholic Central High School, Grand Rapids, Michigan
Davenport College, Grand Rapids, Michigan, AS Degree 1965

Central Michigan University, Mt. Pleasant, Michigan, BS Degree 1968

POSITIONS:

1968-1970 Staff Member of C.H. Vannatter, CPA, Grand Rapids, Michigan

1970-1972 Senior Internal Auditor of Gulf & Western Industries, Inc.,
Grand Rapids, Michigan

1972-1974 Controller of Furniture City Manufacturing (a Gulf & Western
subsidiary), Grand Rapids, Michigan

1974-1979 Manager of Internal Audit of Amway Corporation, Ada,
Michigan

1979-1991 Vice President-Finance and Treasurer of Amway Corporation,
Ada, Michigan

1991-Present Vice President-Audit and Control of Amway Corporation, Ada,
Michigan

December 8, 1980 to March 22, 1984, Amway Management Company, 7575 East
Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

December 8, 1980 to March 22, 1984, Amway Stock Transfer Co., 7575 East
Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

December 8, 1980 to March 22, 1984, Amway Mutual Fund, Inc., 7575 East Fulton
Road, Ada, Michigan 49355, open-end investment company, President and
Treasurer.

January 13, 1993 to September 28, 1994, Eastbank Corp., c/o Amway Corporation
7575 East Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

March 23, 1984 to April 18, 1988, Amway Management Company, 7575 East Fulton
Road, Ada, Michigan 49355, President, Treasurer, and Director.

June 9, 1978 continuing, Amway Stock Transfer Co, 7575 East Fulton Road, Ada,
Michigan 49355, President, Treasurer, and Director.

November 16, 1979 continuing, Amway Hotel Corporation, 7575 East Fulton Road,
Ada, Michigan 49355, owns all issued and outstanding stock of Pantlind Hotel
Company, Vice President and Treasurer.

November 16, 1979 continuing, Amway Properties Corporation, 7575 East Fulton
Road, Ada, Michigan 49355, Vice President and Treasurer.

C-289

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - JAMES J. ROSLONIEC

-2-

November 16, 1979 continuing, Ja-Ri Corporation, 7575 East Fulton Road, Ada,
Michigan 49355, sale of food supplements and real estate holding company,
Treasurer.

November 16, 1979 continuing, Peter Island Estate Ltd., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, owns and operates
Peter Island Yacht Club, Vice President and Treasurer.

November 16, 1979 continuing, Peter Island Hotel, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Treasurer.

June 2, 1980 continuing, Enterprise, Inc., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

June 5, 1980 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Treasurer.

September 18, 1980 continuing, Amway Grand Plaza Association, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Treasurer.

March 22, 1984 continuing, Amway Mutual Fund, Inc., 7575 East Fulton Road,
Ada, Michigan 49355, open-end investment company, President, Treasurer, and
Director.

January 27, 1986 continuing, Ultimate Marketing Corp., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

January 18, 1988 continuing, Amway Capital Corporation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Treasurer.

September 18, 1989 continuing, H.I., Inc., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michgian 49355, Vice President and Treasurer.

May 15, 1990 continuing, Amway Environmental Foundation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Treasurer.

December 13, 1991 continuing, Ja-Ra Corporation, c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan 49355, Vice President

August 31, 1992 continuing, Amway Export DV, Co., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michgian 49355, Treasurer.

November 12, 1992 continuing, Amway Export VA, Co., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Vice President, Treasurer and
Director.

November 23, 1992 continuing, Amway Real Estate Corp., 7575 East Fulton Road,
Ada, Michigan 49355, Vice President and Treasurer.

December 11, 1992 continuing, Jay and Betty Van Andel Foundation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Treasurer.

C-290

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - JAMES J. ROSLONIEC

-3-

January 13, 1993 continuing, Auric Corp., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

January 13, 1993 continuing, Meadowbrooke Corp., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan, Vice President and Treasurer.

September 28, 1994 continuing, Eastbank Corp., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan 49355, President, Treasurer, and Director.

May 2, 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada, Michigan
49355, Treasurer.

May 2, 1995 continuing, Magic Carpet Aviation, Inc., 7575 East Fulton Road,
Ada, Michigan 49355, Treasurer.

September 1, 1995 continuing, Amway Grand Plaza Association, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President and
Director.

September 1, 1995 continuing, Amway Hotel Corporation, 7575 East Fulton Road,
Ada, Michigan 49355, Director.

September 1, 1995 continuing, Amway Properties Corporation, 7575 East Fulton
Road, Ada, Michigan 49355, President.

September 1, 1995 continuing, Amway Real Estate Corp., 7575 East Fulton Road,
Ada, Michigan 49355, President and Director.

September 1, 1995 continuing, Auric Corp., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, President and Director.

September 1, 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada,
Michigan 49355, President and Director.

September 1, 1995 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President and
Director.

September 1, 1995 continuing, Enterprise, Inc., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan 49355, President and Director.

September 1, 1995 continuing, Magic Carpet Aviation, Inc., 7575 East Fulton
Road, Ada, Michigan 49355, President and Director.

September 1, 1995 continuing, Meadowbrooke Corp., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan 49355, President and Director.

September 1, 1995 continuing, Peter Island Estate Ltd., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President and
Director.

September 1, 1995 continuing, Ultimate Marketing Corp., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President and
Director.

C-291

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - JAMES J. ROSLONIEC

-4-

PROFESSIONAL ACTIVITIES:

Member of Advisory Board to the Dean of Business Administration, Central
Michigan University

Board of Directors of the American Cancer Society, Kent County Unit

Chairman of Development Task Force with American Cancer Society - Michigan
Division

Member of Advisory Board to the Accounting School, Grand Valley State
University

Board of Directors of the Protection Mutual Insurance Co.

Member of Board at Blythefield Country Club.

C-292

<PAGE>

SCHEDULE RE EDUCATION AND BUSINESS HISTORY - ALLAN D. ENGEL

EDUCATION:

North High School, Omaha, Nebraska
Creighton University, Omaha, Nebraska, BSBA 1974
Creighton University, Omaha, Nebraska, JD 1976

POSITIONS:

November 1975 to November 1978, Elmer Fox Westheimer & Co., 7171 Mercy Road,
Omaha, Nebraska 68106, Certified Public Accountant, Tax-Staff.

November 1978 to October 1991, Amway Corporation, 7575 East Fulton Road, Ada,
Michigan 49355, Manager-Financial Projects.

December 1980 to April 18, 1988, Amway Management Company, 7575 East Fulton
Road, Ada, Michigan 49355, Secretary and Assistant Treasurer.

November 1980 to December 1980, Amway Stock Transfer Co., 7575 East Fulton
Road, Ada, Michigan 49355, Assistant Secretary and Assistant Treasurer.

November 1990 to June 1991, DeVos Foundation, 7575 East Fulton Road, Ada,
Michgan 49355, Assistant Treasurer.

December 1986 to December 1994, Amway Corporation Hourly Employees' Pension
Plan, 7575 East Fulton Road, Ada, Michigan 49355, Trustee.

January 1993 to September 1994, Eastbank Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Secretary and Assistant Treasurer.

December 1991 to December 1995, Peter Island Hotel, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, owns and operates
Peter Island Yacht Club, Secretary and Assistant Treasurer.

December 1980 continuing, Amway Stock Transfer Co., 7575 East Fulton Road,
Ada, Michigan 49355, Secretary and Assistant Treasurer.

December 1980 continuing, Amway Mutual Fund, Inc., 7575 East Fulton Road,
Ada, Michigan 49355, Secretary and Assistant Treasurer.

March 1984 continuing, Amway Mutual Fund, Inc. 7575 East Fulton Road, Ada,
Michigan 49355, Director.

April 18, 1988 continuing, Amway Management Company, 7575 East Fulton Road,
Ada, Michigan 49355, President, Secretary and Director.

October 1991 continuing, Amway Corporation, 7575 East Fulton Road, Ada,
Michigan 49355, Senior Manager-Financial Projects.

December 1991 continuing, Amway Capital Corp., 7575 East Fulton Road, Ada,
Michgian 49355, Secretary and Assistant Treasurer.

C-293

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - ALLAN D. ENGEL

-2-
December 1991 continuing, Amway Grand Plaza Association, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Secretary and
Assistant Treasurer.

December 1991 continuing, Amway Hotel Corporation, 7575 East Fulton Road,
Ada, Michigan 49355, Secretary and Assistant Treasurer.

December 1991 continuing, Amway Properties Corporation, 7575 East Fulton
Road, Ada, Michigan 49355, Ada, Michgan 49355, Secretary and Assistant
Treasurer.

December 1991 continuing, H.I., Inc., c/o Amway Corporation, 7575 East Fulton
Road, Ada, Michigan 49355, Secretary and Assistant Treasurer.

December 1991 continuing, Ja-Ri Corporation, 7575 East Fulton Road, Ada,
Michigan 49355, Secretary and Assistant Treasurer.

December 1991 continuing, Peter Island Estate Ltd., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, owns and operates Peter Island
Yacht Club, Secretary and Assistant Treasurer.

December 1991 continuing, Ultimate Marketing Corp., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Secretary and Assistant
Treasurer.

December 1991 continuing, Amway Stock Transfer Co., 7575 East Fulton Road,
Ada, Michigan 49355, Director.

November 1992 continuing, Amway Export VA, Co., 7575 East Fulton Road, Ada,
Michigan 49355, Secretary and Assistant Treasurer.

November 1992 continuing, Amway Real Estate Corp., 7575 East Fulton Road,
Ada, Michigan 49355, Secretary and Assistant Treasurer.

December 1992 continuing, Jay and Betty Van Andel Foundation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michgan 49355, Secretary and
Assistant Treasurer.

January 1993 continuing, Meadowbrooke Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Secretary and Assistant Treasurer.

January 1993 continuing, Auric Corp., 7575 East Fulton Road, Ada, Michigan
49355, Secretary and Assistant Treasurer.

April 1993 continuing, Emerald Maritime Service, Inc., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Secretary and Assistant Treasurer.

April 1993 continuing, Enterprise Inc., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, Secretary and Assistant Treasurer.

September 1994 continuing, Eastbank Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President, Secretary, and Director.

May 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada, Michigan
49355, Secretary, Assistant Treasurer and Director.

C-294

<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - ALLAN D. ENGEL

-3-

May 1995 continuing, Magic Carpet Aviation, 7575 East Fulton Road, Ada,
Michigan 49355, Secretary, Assistant Treasurer and Director.

September 1995 continuing, Amway Grand Plaza Assocation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Director.

September 1995 continuing, Amway Properties Corportion, 7575 East Fulton
Road, Ada, Michigan 49355, Vice President and Director.

September 1995 continuing, Amway Real Estate Corp., 7575 East Fulton Road,
Ada, Michgan 49355, Vice President and Director.

September 1995 continuing, Auric Corp., 7575 East Fulton Road, Ada, Michigan
49355, Vice President and Director.

September 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President.

September 1995 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President and
Director.

September 1995 continuing, Enterprise, Inc., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, Vice President and Director..

September 1995 continuing, Magic Carpet Aviation, 7575 East Fulton Road, Ada,
Michigan 49355, Vice President.

September 1995 continuing, Meadowbrooke Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President and Director.

September 1995 continuing, Peter Island Estate Ltd., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, owns and operates Peter Island
Yacht Club, Vice President and Director.

September 1995 continuing, Ultimate Markeing Corp., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Vice President and Director.

C-295

<PAGE>

AMWAY MUTUAL FUND, INC.

FORM N-1A

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) Under the Securities Act of 1933, and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized in the Township of Ada, and State of
Michigan, on the day of February 26, 1996.

________________________________________________________________________________

AMWAY MUTUAL FUND, INC.
________________________________________________________________________________

By /s/ James J. Rosloniec
JAMES J. ROSLONIEC

President

________________________________________________________________________________

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:

________________________________________________________________________________

Signature Title and Capacity Date

________________________________________________________________________________

/s/James J. Rosloniec Principal Executive and February 26, 1996

JAMES J. ROSLONIEC Financial Officer and
Director

/s/ Allan D. Engel Principal Accounting February 26, 1996

ALLAN D. ENGEL Officer and Director

RICHARD A. DEWITT Director

DONALD H. JOHNSON Director

WALTER T. JONES Director

By /s/ James J. Rosloniec February 26, 1996

JAMES J. ROSLONIEC
(Attorney-in-Fact)