AMWAY MUTUAL FUND INC, 485APOS, 1999-03-01

AMWAY MUTUAL FUND INC
485APOS, 1999-03-01

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITES [ ]
ACT OF 1933 (File No. 2-39663)

Pre-effective Amendment No. [ ]
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Post-Effective Amendment No. 46 [X]
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and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT [X]
COMPANY ACT OF 1940 (File No. 811-2168)

Amendment No. 29 [ ]
(Check appropriate box or boxes)

AMWAY MUTUAL FUND TRUST

(Exact Name of Registrant as Specified in Charter)
2905 Lucerne Dr SE, Grand Rapids, Michigan 49546-7116
(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
7575 Fulton Street East
Ada, Michigan 49355-7150
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on April ___, 1999 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.

The Exhibit Index begins on Page C-1.

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART A

Information Required in a Prospectus for Class A

<PAGE>

AMWAY MUTUAL FUND LOGO

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

Contents Page
Investment Objective and Policy
Investment Risks ...........................
Past Performance ...........................
Expenses....................................
Investment Strategies.......................
Financial Highlights .......................
Management of the Fund .....................
Pricing of Fund Shares .....................
Purchase of Shares .........................
How Shares are Redeemed ....................
Money Market Fund
Exchange Privilege ......................
Retirement Plans ...........................
Dividend and Capital Gain
Distributions to Shareholders ...........
Tax Consequences ...........................
Distribution Plan ..........................
Year 2000 Problem ..........................
Application for Exemptive Order ............
Shareholder Inquiries ......................

Printed in U.S.A.

CLASS A
PROSPECTUS

The Fund's primary investment objective is capital appreciation. The Fund
will attempt to meet its objective by investing in common stocks that it
believes are undervalued. Income may be a factor in portfolio selection, but is
secondary to the principal objective.
This Prospectus contains information with respect to Class A shares of Amway
Mutual Fund. Class A is offered to members of the general public. The fund also
offers Class R shares, which are available only to tax-exempt retirement and
benefit plans of Amway Corporation and its affiliates. Information about Class R
is contained in the Class R prospectus dated April __, 1999, which is available
upon request.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is April __, 1999.

<PAGE>

AMWAY MUTUAL FUND

INVESTMENT OBJECTIVE AND POLICY
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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 a diversified portfolio of common stocks
of companies believed by the Fund to be trading at low valuations relative to
intrinsic worth and/or historical market levels. Such stocks are typically
called "value stocks."
INVESTMENT RISKS
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While stocks have historically been a leading choice of long-term
investors, they do fluctuate in price. The value of your investment in the Fund
will go up and down, which means you could lose money.
Investments in value stocks are subject to the risk that their intrinsic
values may never be realized by the market, or their prices may go down.
Further, while the Fund's investments in value stocks may limit the overall
downside risk of the Fund over time, the Fund may produce more modest gains
during periods of time of strong stock market gains as a trade-off for this
potentially lower risk.
PAST PERFORMANCE
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The two tables below show the Fund's annual returns and its long-term
performance. The first table provides indication of the risks of investing in
the Fund by showing changes in the Fund's performance from year to year. The
second compares the Fund's performance over time to that of the Standard and
Poor's 500 Stock Index (S&P 500) and the Russell 1000 Value Index ("Value
Index").
The S&P 500 Index represents an unmanaged index generally representative of
the U.S. stock market. The Value Index represents a composite of value stocks
representative of the Fund's investment objectives and strategies which is
compiled independently by the Frank Russell Companies. Neither index is impacted
by Fund operating expenses.
As with all mutual funds, past performance is not a prediction of future
results.

CHART

During the periods shown in the chart, the Fund's highest return for a
quarter was 20.53% (quarter ending March 31, 1991), and the Fund's lowest return
for a quarter was -14.60% (quarter ending September 30,1990).
* Ark Asset Management Company has been the Fund's Sub-Advisor since May 1,
1995. Since that time, the Fund's highest return for a quarter was 13.76%
(quarter ending June 30, 1997) and the lowest return for a quarter was -9.40%
(quarter ending September 30, 1998).

AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIODS PAST PAST PAST
ENDED DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------

AMWAY* 10.17% 15.36% 15.93%
RUSSELL 1000 VALUE 15.63% 20.85% 17.39%
S&P 500 28.58% 24.06% 19.21%

*Ark Asset Management Company has been subAdvisor since May 1, 1995. Since
that time, the Fund's average annual total return has been 22.1%. During this
period, the S&P 500's and the Russell 1000 Value's average annual total return
has been 29.3% and 25.9%, respectively.

<PAGE>
Year-by-Year Performance
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Amway Mutual Fund

1989 32.83%
1990 1.10%
1991 41.81%
1992 1.77%
1993 10.85%
1994 -5.87%
1995 33.55%
1996 23.28%
1997 22.47%
1998 10.17%

<PAGE>

AMWAY MUTUAL FUND

EXPENSES
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This Table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.

Shareholder Transaction Expenses (Fees Paid Directly From Your Investment)

Maximum Sales Charge Imposed on Purchases None
and Reinvested Distributions

Maximum Deferred Sales Charge None

Maximum Sales Charge Imposed on None
Reinvested Dividends

Exchange Fee None

Annual Fund Operating Expenses Paid by the Fund

Management Fees .54%

Distribution & Service (12b-1) Fees .25%

Other Expenses .28%

Total Fund Operating Expenses* 1.07%
=====

*Total Fund Operating Expenses are based upon total expenses incurred by the
Fund for the year ended December 31, 1998, and have been adjusted to reflect
adoption of the 12b-1 distribution plan.

The following example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the end of these
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your cost would be:

1 Year 3 Years 5 Years 10 Years
$109 $340 $590 $1,306

INVESTMENT STRATEGIES
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Value stocks tend to have relatively low price/earnings ratios and/or low
price/book value ratios. When these ratios are low it generally means that the
stock is less expensive than average when compared to the company's earnings or
book value. The diversified portfolio consists primarily of common stocks listed
on the New York Stock Exchange and other national securities exchanges and, to a
lesser extent, in stocks that are traded over-the-counter. The portfolio may
also invest in securities convertible into common stocks, and in preferred
stocks. Investments are allocated among different industries and companies.
Under adverse market conditions, the portfolio could be invested in debt
securities. Although the Fund would do this only in seeking to avoid loss, it
could have the effect of reducing the benefit from any upswing in the market.

<PAGE>

AMWAY MUTUAL FUND

FINANCIAL HIGHLIGHTS
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The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by BDO Seidman, whose report, along with the Fund's
financial statements, are included in the annual report, which is available upon
request.

(Selected data for each share of beneficial interest in Class A outstanding
throughout each period.)
<TABLE>
<CAPTION>

Year ended December 31,
- -------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995* 1994
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<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $7.73 $7.62 $7.43 $6.88 $7.71
Income from investment
operations:
Net investment income .08 .09 .10 .10 .03
Net gain (loss) on securities .68 1.62 1.59 1.98 (.49)
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Total from investment
operations .76 1.71 1.69 2.08 (.46)
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Distributions:
Dividends (from net
investment income) .08 .10 .09 .11 .03
Distributions (from
capital gains) 1.23 1.50 1.41 1.42 .34
------------------------------------------------------------------------

Total distributions 1.31 1.60 1.50 1.53 .37
------------------------------------------------------------------------

Net Asset Value, end of period 7.18 $7.73 $7.62 $7.43 $ 6.88
------------------------------------------------------------------------
Total Return 10.17% 22.47% 23.18% 30.55% (5.87%)

Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $179,820 $139,164 $113,327 $77,248 $58,921
Ratio of expenses to
average net assets** 1.0% .9% 1.0% 1.1% 1.1%
Ratio of net income to
average net assets 1.0% 1.1% 1.2% 1.2% .4%
Portfolio turnover rate 101.1% 103.1% 100.4% 173.3% 78.1%
</TABLE>

The Supplementary Information has been audited by BDO Seidman, L.L.P., 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.

**Financial information prior to April 22, 1998 does not reflect the fund's
Rule 12b-1 fee of 0.25%, which became effective on that date. The Fund's base
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 includes fees paid with brokerage commissions for fiscal years ending
after September 1, 1995.

MANAGEMENT OF THE FUND
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The Investment Advisor for the Fund is the Amway Management Company
("Investment Advisor"), 7575 Fulton Street East, Ada, Michigan 49355. The
Investment Advisor provides investment advice and manages on a regular basis the
investment portfolio of the Fund, subject to the direction of the Board of
Trustees, and to the provisions of the Fund's current Prospectus; furnishes 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 exceptions)
administers its affairs; and pays the salaries and fees of all Officers and
Trustees. The Investment Advisor is permitted to enter into an agreement with
another advisory organization to provide all or part of the investment advice
and services required to manage the Fund's investment portfolio. Amway
Management Company has served as Investment Advisor for the Fund and its
predecessor since 1971. Prior to May 1, 1998, the Fund paid the Advisor a fee at
the annual rate of 0.55% of the average daily assets of the Fund. The Fund
presently pays the Advisor a fee at the annual rate of 0.55% on the first $100
million of average daily net assets of the Fund, 0.50% on the next $50 million
in assets, and 0.45% on the next $50 million in assets. When the Fund's assets
reach $200 million the rate would be 0.50% on assets up to $200 million and
0.45% on assets in excess of $200 million, so long as the Fund continued to have
at least $200 million in assets.

<PAGE>

AMWAY MUTUAL FUND

The Investment Advisor has entered into a Sub-Advisory Agreement with Ark
Asset Management Co., Inc. ("Sub-Advisor"), One New York Plaza, New York, NY
10004. The Sub-Advisor is employed by the Advisor to furnish investment advice
and manage on a regular basis the investment portfolio of the Fund, subject to
the direction of the Advisor, the Board of Trustees, and to the provisions of
the Fund's current Prospectus. The Sub-Advisor makes investment decisions on
behalf of the Fund and places all orders for the purchase or sale of portfolio
securities for the Fund's account, except when otherwise specifically directed
by the Fund or the Advisor. The Sub-Advisor is engaged in the management of
investment funds for institutional clients in excess of $23 billion. The
Sub-Advisor and its affiliates provide investment advice and manage investment
portfolios for other corporate, pension, profit-sharing and individual accounts.
The Investment Advisor, not the Fund, pays the Sub-Advisor a fee at the annual
rate of 0.45% on the first $100 million of average daily net assets of the Fund,
0.40% on the next $50 million in assets, and 0.35% on the next $50 million in
assets. When the Fund's assets reach $200 million the rate would be 0.40% on
assets up to $200 million and 0.35% on assets in excess of $200 million, so long
as the Fund continued to have at least $200 million in assets.
C. Charles Hetzel, Vice Chairman of Ark Asset Management, Inc., is the head
of the Large Cap Value Group, which, since April 1995, has been responsible for
management of the Fund's portfolio. He has served as the head of the Large Cap
Value 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 Large Cap Value Group determines overall investment strategy for equity
portfolios managed by the Sub-Advisor. 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 Large Cap Value
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.

PRICING OF FUND SHARES
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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 generally made at the
close of business of the New York Stock Exchange, 4:00 P.M. Eastern time, on
each business day on which that Exchange is open. Shares will not be priced on
national holidays or other days on which the New York Stock Exchange is closed
for trading.
The Fund's investments are generally valued at current market value. If
market quotations are not readily available, the Fund's investments will be
valued at fair value as determined by the Fund's Board of Trustees.

PURCHASE OF SHARES
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In order to purchase shares for a new account in the Amway Mutual Fund, the
completion of an application form is required. The minimum initial investment is
$500 or more. Additional investments of $50 or more can be made in your account
at any time by using the lower portion of your account statement. Checks should
be made payable to "Amway Management Company" and mailed to 7575 Fulton Street
East, Ada MI 49355-7150. Third party checks will not be accepted.
All purchases will be made at the Net Asset Value per share net calculated
after the Fund receives your investment and application in proper form.

<PAGE>

AMWAY MUTUAL FUND
HOW SHARES ARE REDEEMED
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The Fund will redeem your shares at the net asset value next determined after
your redemption request is received in proper form. There is no redemption
charge by the Fund. However, if a shareholder uses the services of a
broker-dealer for the redemption, there may be a charge by the broker-dealer to
the shareholder for such services. Shares can be redeemed by the mail, telephone
or telegram. If the value of your account is $10,000 or more, you may arrange to
receive periodic cash payments. Please contact the Fund for more information.
Redemption proceeds may be delayed until investments credited to your account
have been received and collected.

BY MAIL:
When redeeming by mail, when no certificates have been issued, send a written
request for redemption to Amway Management Company, the Transfer Agent, 7575
Fulton Street East, Ada, Michigan 49355-7150. The request must state the dollar
amount or shares 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 by a bank, broker, or other
acceptable financial institution. Additional documents will be required for
corporations, trusts, partnerships, retirement plans, individual retirement
accounts and profit sharing plans.

BY PHONE:
At the time of your investment in the Fund, or subsequently, you may elect on
the Fund's application to authorize the telephone or telegram exchange or
redemption option. 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.
Requests received after 4:00 p.m. when the market has closed will receive the
next day's price. 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 by the telephone and telegram exchange and cannot be in certificate
form unless the certificate is tendered with the request for redemption.
Certificated shares cannot be redeemed by the telephone and telegram exchange.
All redemption proceeds will be forwarded to the address or bank designated on
the account application.
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. 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.

SPECIAL CIRCUMSTANCES:
In some circumstances a signature guarantee may be required before shares are
redeemed. These circumstances include a change in the address for an account
within the last 30 days, a request to send the proceeds to a different payee or
address from that listed for the account, or a redemption request for $100,000
or more. A signature guarantee may be obtained from a bank, broker, or other
acceptable financial institution. If a signature guarantee is required, we
suggest that you call us to ensure that the signature guarantee and redemption
request will be processed correctly.
Payment for redeemed shares is normally made by check and mailed within three
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 net assets; or (4) for such other period as the SEC may by
order permit for the protection of the shareholders. During such a period, a
shareholder may withdraw his request for redemption or receive the net asset
value next computed when regular trading resumes.

<PAGE>

AMWAY MUTUAL FUND

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 shareholder during any 90-day periods, 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 Trustees when,
in their judgment, 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.

MONEY MARKET FUND EXCHANGE PRIVILEGE
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The Underwriter for Amway Mutual Fund ("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. 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.
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.

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

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
The Fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Distributions, in the past, have been
paid in December. The net investment income and capital gain distribution will
be paid on a basis which is consistent with past policy. All distributions may
be received in cash or reinvested in additional shares of the Fund at their net
asset value at the time of distribution. This election can be changed at any
time by requesting a change in writing, signed by all account owners.

TAX CONSEQUENCES
- --------------------------------------------------------------------------------
The Fund will make distributions of ordinary income and capital gains that
will be taxable to shareholders, and subsequently, relieve the Fund of all
federal income taxes. Distributions may be taxable at different rateS depending
on the length of time the Fund holds its assets. Distributions, whether in cash
or reinvested in additional shares of the Fund, may be subject to federal income
tax. Shareholders will receive a statement (Form 1099-DIV) annually informing
them of the amount of the income and capital gains which have been distributed
by the Fund during the calendar year.

<PAGE>

AMWAY MUTUAL FUND

Shareholders may realize a capital gain or loss when shares are redeemed or
exchanged. For most types of accounts, the Fund will report the proceeds of
redemptions to shareholders and the IRS annually. However, because the tax
treatment also depends on the purchase price and a shareholder's personal tax
position, you should also keep your regular account statements to use in
determining your tax.
The tax information in this prospectus is provided as general information and
will not apply to you if you are investing in a tax-deterred account such as an
IRA. You should consult your tax advisor about the tax consequences of an
investment in the Fund.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------
The Trust has adopted a Plan and Agreement of Distribution ("Distribution
Plan"). Under the Distribution Plan, the Advisor provides shareholder services
and services in connection with the distribution of the Fund's shares. The
advisor is compensated at a maximum annual rate of 0.25 of 1% of the average
daily net assets of the Fund.
Amounts received by the Advisor may be retained by the Advisor as
compensation for its services, or paid to other investment professionals who
provide services in connection with the distribution of Fund shares. Since these
fees are paid from Fund assets, over time these fees will increase the cost of
your investment and may cost you more than paying other types of sales charges.

YEAR 2000 PROBLEM
- --------------------------------------------------------------------------------
Many companies use computers which are presently unable to perform
calculations with dates in excess of 1999. There is uncertainty as to whether
such companies will be able to effectively manage their operations after 1999,
and as to whether they will be required to install expensive upgrades to their
computer systems. This is commonly referred to as the "Year 2000 Problem", or
the "Y2K Problem."
The Fund's management, after reviewing the Fund's operations and consulting
with the principal companies which provide services to the Fund, believes that
the Fund's operations are unlikely to be materially affected by the Y2K problem.
However, the Fund, like most companies, is still evaluating this matter.
Accordingly, there can be no assurance that the Y2K Problem will not have an
adverse effect on the Fund's operations, or an adverse effect on the operations
or financial results of the companies in which the Fund invests.

APPLICATION FOR EXEMPTIVE ORDER
- --------------------------------------------------------------------------------
The Sub-Advisory Agreement between the Investment Advisor and the Sub-Advisor
provides that it may be terminated by the Investment Advisor or the Fund upon
sixty days notice. However, at the present time, the Investment Advisor and the
Fund cannot enter into an agreement with a new sub-advisor without submitting
the matter for approval at a meeting of the Fund's shareholders. The fund has
filed an application with the Securities and Exchange Commission for an order
which would enable the Fund's Trustees to approve agreements with the new
sub-advisors without calling a meeting of shareholders.

SHAREHOLDER INQUIRIES
- --------------------------------------------------------------------------------
Shareholder inquiries regarding the Fund 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. Inquiries relating to a specific account
should be directed to the Plan Administrator for the tax-exempt retirement and
benefits plan of Amway Corporation and its affiliates.

<PAGE>

BULK RATE
U.S. POSTAGE
PAID
ADA, MI
PERMIT 100

AMWAY MUTUAL FUND
7575 Fulton Street East
Ada, Michigan 49355-7150
Investment Company Act File #_____

Amway
Mutual
Fund
Prospectus
The Statement of Additional Information ("SAI") provides additional details
about the Fund. Also, additional information about the Fund's investments is
available in the Funds Annual and Semi-Annual Reports. You will find in the
Fund's Annual Report a discussion of market conditions and investment strategies
which significantly affected the Fund's performance during its last fiscal year.
The SAI, dated April __, 1999, Annual Report, and Semi-Annual Report are
available without charge by writing or telephoning the Fund as indicated on the
cover of this Prospectus. The SAI is incorporated into the Prospectus by
reference.
Additional information about the Fund, including the SAI can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. Information on the
operation of the public reference room is available by calling the Commission at
1-800-SEC-0330. The Commission's web site (http://www.sec.gov) contains reports
and other information on the Fund. Copies of this information are available from
the Commission upon the payment of a copying fee by writing the Public Reference
Section of the Commission, Washington, D.C. 20549-6009.

April ___, 1999

AMWAY MUTUAL FUND LOGO

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART A

Information Required in a Prospectus for Class R

<PAGE>

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

Contents Page
Investment Objective and Policy..............
Investment Risks ............................
Past Performance.............................
Expenses.....................................
Investment Strategies........................
Financial Highlights ........................
Management of the Fund ......................
Pricing of Fund Shares.......................
Purchase of Shares ..........................
How Shares are Redeemed .....................
Money Market Fund
Exchange Privilege ......................
Retirement Plans ............................
Dividend and Capital Gain
Distributions to Shareholders ...........
Tax Consequences ...........................
Distribution Plan ...........................
Year 2000 Problem ...........................
Application for Exemptive Order .............
Shareholder Inquiries .......................

Printed in U.S.A.

AMWAY MUTUAL FUND LOGO

CLASS R
PROSPECTUS

The Fund's primary investment objective is capital appreciation. The Fund
will attempt to meet its objective by investing in common stocks that it
believes are undervalued. Income may be a factor in portfolio selection, but is
secondary to the principal objective.
This Prospectus contains information with respect to Class R shares of Amway
Mutual Fund. Class R is offered only to tax exempt retirement and benefit plans
of Amway Corporation and its affiliates. The Fund also offers Class A shares,
which are available to members of the general public. Information about class A
is contained in the Class A Prospectus dated April __, 1999 which is available
upon request.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS APRIL __, 1999.

<PAGE>

AMWAY MUTUAL FUND

INVESTMENT RISKS
- --------------------------------------------------------------------------------
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the Fund will go up
and down, which means you could lose money.
Investments in value stocks are subject to the risk that their intrinsic
values may never be realized by the market, or their prices may go down.
Further, while the Fund's investments in value stocks may limit the overall
downside risk of the Fund over time, the Fund may produce more modest gains
during periods of time of strong stock market gains as a trade-off for this
potentially lower risk.

PAST PERFORMANCE
- --------------------------------------------------------------------------------
The two tables below, which are based upon Class A Shares, show how the
Fund's annual returns and its long-term performance. The first table provides
indication of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year. The second compares the Fund's performance
over time to that of the Standard and Poor's 500 Stock Index (S&P 500) and the
Russell 1000 Value Index ("Value Index"). The investment performance of Class R
is expected to be substantially similar to Class A because both Classes invest
in the same portfolio of securities and investment performance will differ only
to the extent that the classes do not have the same expenses. The estimated
expenses for Class R, which are lower than the expenses for Class A, are
disclosed in the Fee Expense Table.
The S&P 500 Index represents an unmanaged index generally representative of
the U.S. stock market. The Value Index represents a composite of value stocks
representative of the Fund's investment objectives and strategies which is
compiled independently by the Frank Russell Companies. Neither index is impacted
by Fund operating expenses.
As with all mutual funds, past performance is not a prediction of future
results.

CHART

AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIODS PAST PAST PAST
ENDED DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------

AMWAY* 10.17% 15.36% 15.93%
RUSSELL 1000 VALUE 15.63% 20.85% 17.39%
S&P 500 28.58% 24.06% 19.21%

*Ark Asset Management Company has been subadvisor since May 1, 1995. Since
that time, the Fund's average annual total return has been 22.1%. During this
period, the S&P 500's and the Russell 1000 Value's average annual total return
has been 29.3% and 25.9%, respectively.

<PAGE>
Year-by-Year Performance
- -------------------------------------------------------------------------------
Amway Mutual Fund

1989 32.83%
1990 1.10%
1991 41.81%
1992 1.77%
1993 10.85%
1994 -5.87%
1995 33.55%
1996 23.28%
1997 22.47%
1998 10.17%
<PAGE>

AMWAY MUTUAL FUND

EXPENSES
- --------------------------------------------------------------------------------
This Table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.

Shareholder Transaction Expenses (Fees Paid Directly From Your Investment)
Maximum Sales Charge Imposed on Purchases None
and Reinvested Distributions

Maximum Deferred Sales Charge None

Maximum Sales Charge Imposed on None
Reinvested Dividends

Exchange Fee None

Annual Fund Operating Expenses Paid by the Fund
Management Fees .54%

Distribution & Service (12b-1) Fees None

Other Expenses .46%

Total Fund Operating Expenses* 1.00%
=====

*Total Fund Operating Expenses are based upon total expenses incurred by the
Fund for Class A for the year ended December 31, 1998, and have been adjusted
for Class R to reflect adoption of the Transfer Agent and Shareholder Servicing
Agreement and the elimination of the 12b-1 distribution plan.

1 Year 3 Years 5 Years 10 Years
$102 $318 $552 $1,225

<PAGE>

AMWAY MUTUAL FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single fund share. The total returns in the table
represent the rate that an investor would have earned on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by BDO Seidman, the Independent Certified Public
Accountants for the Fund, whose report, along with the Fund's financial
statements, are included in the annual report, which is available upon request.

(Selected data for each share of beneficial interest in Class A and Class R
throughout each period.)
<TABLE>
<CAPTION>

Class R*** Class A
- -------------------------------------------------------------------------------------------------------------------
Year ended December 31, 1998 1998 1997 1996 1995* 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $8.42 $7.73 $7.62 $7.43 $6.88 $7.71
Income from investment
operations:
Net investment income .09 .08 .09 .10 .10 .03
Net gain (loss) on
securities (.02) .68 1.62 1.59 1.98 (.49)
------------------------------------------------------------------------------------------

Total from investment
operations .07 .76 1.71 1.69 2.08 (.46)
------------------------------------------------------------------------------------------

Distributions:
Dividends (from net
investment income) .10 .08 .10 .09 .11 .03
Distributions (from
capital gains) 1.23 1.23 1.50 1.41 1.42 .34
------------------------------------------------------------------------------------------

Total distributions 1.33 1.31 1.60 1.50 1.53 .37
------------------------------------------------------------------------------------------

Net Asset Value, end
of period $7.16 7.18 $7.73 $7.62 $7.43 $ 6.88
------------------------------------------------------------------------------------------
Total Return 7.08% 10.17% 22.47% 23.18% 30.55% (5.87%)

Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $135,385 $179,820 $139,164 $113,327 $77,248 $58,921
Ratio of expenses to
average net assets** 1.0% 1.0% .9% 1.0% 1.1% 1.1%
Ratio of net income to
average net assets 1.8% 1.0% 1.1% 1.2% 1.2% .4%
Portfolio turnover rate 101.1% 101.1% 103.1% 100.4% 173.3% 78.1%
</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.

<PAGE>

AMWAY MUTUAL FUND

The Investment Advisor has entered into a Sub-Advisory Agreement with Ark
Asset Management Co., Inc. ("Sub-Advisor"), One New York Plaza, New York, NY
10004. The Sub-Advisor is employed by the Advisor to furnish investment advice
and manage on a regular basis the investment portfolio of the Fund, subject to
the direction of the Advisor, the Board of Trustees, and to the provisions of
the Fund's current Prospectus. The Sub-Advisor makes investment decisions on
behalf of the Fund and places all orders for the purchase or sale of portfolio
securities for the Fund's account, except when otherwise specifically directed
by the Fund or the Advisor. The Sub-Advisor is engaged in the management of
investment funds in excess of $23 billion for institutional clients. The
Sub-Advisor and its affiliates provide investment advice and manage investment
portfolios for other corporate, pension, profit-sharing and individual accounts.
The Investment Advisor, not the Fund, pays the Sub-Advisor a fee at the annual
rate of 0.45% on the first $100 million of average daily net assets of the Fund,
0.40% on the next $50 million in assets, and 0.35% on the next $50 million in
assets. When the Fund's assets reach $200 million the rate would be 0.40% on
assets up to $200 million and 0.35% on assets in excess of $200 million, so long
as the Fund continued to have at least $200 million in assets.
C. Charles Hetzel, Vice Chairman of Ark Asset Management, Inc., is the head
of the Large Cap Value Group, which, since April 1995, has been responsible for
management of the Fund's portfolio. He has served as the head of the Large Cap
Value 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 Large Cap Value Group determines overall investment strategy for equity
portfolios managed by the Sub-Advisor. 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 Large Cap Value
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.

PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Class R Shares are offered to tax-exempt retirement and benefit plans of
Amway Corporation and its affiliates. There are no minimum investment
requirements for shares of Class R. Participants in the tax-exempt retirement
and benefits plans of Amway Corporation and its affiliates should contact the
Plan Administrator for information about particular procedures or requirements
which may apply to Pan Participants.
All purchases will be made at the Net Asset Value per share net calculated
after the Fund receives your investment and application in proper form.

<PAGE>

AMWAY MUTUAL FUND

TAX CONSEQUENCES
- --------------------------------------------------------------------------------
The Fund will make distributions of ordinary income and capital gains that
will relieve the Fund of all federal income taxes.
Shares of Class R will be held by the qualified retirement and benefit plans
of Amway Corporation and its affiliates ("the plans") for the benefit of plan
participants. The plans do not pay federal income taxes. Plan participants
should consult the plans' governing documents, and their own tax advisors, for
information about the tax consequences associated with participating in the
plans.

YEAR 2000 PROBLEM
- --------------------------------------------------------------------------------
Many companies use computers which are presently unable to perform
calculations with dates in excess of 1999. These is uncertainty as to whether
such companies will be able to effectively manage their operations after 1999,
and as to whether they will be required to install expensive upgrades to their
computer systems. This is commonly referred to as the "Year 2000 Problem", or
the "Y2K Problem."
The Fund's management, after reviewing the Fund's operations and consulting
with the principal companies which provide services to the Fund, believes that
the Fund's operations are unlikely to be materially affected by the Y2K problem.
However, the Fund, like most companies, is still evaluating this matter.
Accordingly, there can be no assurance that the Y2K Problem will not have an
adverse effect on the Fund's operations, or an adverse effect on the operations
or financial results of the companies in which the Fund invests.

APPLICATION FOR EXEMPTIVE ORDER
- --------------------------------------------------------------------------------
The Sub-Advisory Agreement between the Investment Advisor and the Sub-Advisor
provides that it may be terminated by the Investment Advisor or the fund upon
sixty days notice. However, at the present time, the Investment Advisor and the
Fund cannot enter into an agreement with a new sub-advisor without submitting
the matter for approval at a meeting of the Fund's shareholders. The fund has
filed an application with the Securities and Exchange Commission for an order
which would enable the Fund's Trustees to approve agreements with new
sub-advisors without calling a meeting of shareholders.

<PAGE>

BULK RATE
U.S. POSTAGE
PAID
ADA, MI
PERMIT 100

AMWAY MUTUAL FUND
7575 Fulton Street East
Ada, Michigan 49355-7150
Investment Company Act File #_____

Amway
Mutual
Fund
Class R
Prospectus

The Statement of Additional Information ("SAI") provides additional details
about the Fund. Also, additional information about the Fund's investments is
available in the Funds Annual and Semi-Annual Reports. You will find in the
Fund's Annual Report a discussion of market conditions and investment strategies
which significantly affected the Fund's performance during its last fiscal year.
The SAI, dated April __, 1999, Annual Report, and Semi-Annual Report are
available without charge by writing or telephoning the Fund as indicated on the
cover of this Prospectus. The SAI is incorporated into the Prospectus by
reference.
Additional information about the Fund, including the SAI can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. Information on the
operation of the public reference room is available by calling the Commission at
1-800-SEC-0330. The Commission's web site (http://www.sec.gov) contains reports
and other information on the Fund. Copies of this information are available from
the Commission upon the payment of a copying fee by writing the Public Reference
Section of the Commission, Washington, D.C. 20549-6009.

April __, 1999

AMWAY MUTUAL FUND LOGO

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART B

Information Required in a Statement of Additional Information for Class A

<PAGE>

AMWAY MUTUAL FUND
(a series of Amway Mutual Fund Trust)
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Contents Page
Organization of the Fund
Objectives, Policies, and
Restrictions on the Fund's
Investments
Portfolio Transactions and
Brokerage
Principal Shareholders
Officers and Trustees of the Fund
Investment Advisor and Other Services
Plan of Distribution and Principal
Underwriter
Custodian
Auditors
Pricing of Fund Shares
Purchase of Shares
How Shares are Redeemed
Federal Income Tax
Investment Performance Information
Reports to Shareholders and Annual Audit

Printed in U.S.A.

AMWAY MUTUAL FUND LOGO

CLASS A
STATEMENT OF ADDITIONAL
INFORMATION

This Statement of Additional Information is not a prospectus. Therefore, it
should be read only in conjunction with the Class A Prospectus, which can be
requested from the Fund by writing or telephoning as indicated above. This
Statement of Additional Information relates to the Class A Prospectus for the
Fund dated April __, 1999.

Class A is offered to members of the general public. The Fund also offers
Class R shares, which are available only to tax-exempt retirement and benefits
plans of Amway Corporation and its affiliates. Information about Class R is
contained in the Class R prospectus dated April __, 1999, which is available
upon request.

The date of this Statement of Additional Information is April __, 1999.

<PAGE>

AMWAY MUTUAL FUND
ORGANIZATION OF THE FUND
- --------------------------------------------------------------------------------
The Fund is a series of Amway Mutual Fund Trust, an open-end diversified
management investment company which was organized as a Delaware business trust
on February 2, 1998. The Fund is the successor of Amway Mutual Fund, Inc., which
was organized as a Delaware corporation on February 13, 1970.
The Declaration of Trust authorizes the Trustees to create additional series
and to issue an unlimited number of units of beneficial interest, or "shares."
The Trustees are also authorized to issue different classes of shares of any
series. No series which may be issued by the Trust is entitled to share in the
assets of any other series or is liable for the expenses or liabilities of any
other series.
Shares of beneficial interest of Class A are offered to members of the
general public. When issued, shares of Class A will be fully paid and
non-assessable. The Board of Trustees of the Fund has authorized Class R, which
is offered to tax-exempt retirement and benefit plans of Amway Corporation and
its affiliates. Each share of Class A and Class R will represent an equal
proportionate interest in the Fund and, generally, will have identical voting,
dividend, liquidation, and other rights and the same terms and conditions,
except that (a) expenses allocated to a particular Class ("Class Expenses") will
be borne solely by that Class, and (b) each Class will have exclusive voting
rights with respect to matters affecting only that Class. Examples of Class
Expenses include: (1) Rule 12b-1fees, (2) transfer agent and shareholder
services fees attributable to a specified Class, (3) stationary, printing,
postage, and delivery expenses related to preparing and distributing materials
such as shareholder reports, prospectuses, and proxy statements to current
shareholders of a Class, (4) Blue Sky registration fees incurred by a Class, (5)
SEC registration fees incurred by a Class, (6) trustees' fees or expenses
incurred as a result of issues relating to one Class, (8) accounting fees
relating solely to one Class, (9) litigation expenses and legal fees and
expenses relating to a particular Class, and (10) expenses incurred in
connection with shareholders meetings as a result of issues relating to one
Class. Shares are freely transferable and have no preemptive, subscription or
conversion rights.
The Trust is not required to hold annual meetings of shareholders and does
not intend to hold such meetings. Shareholders of the Trust will have voting
rights only with respect to the limited number of matters specified in the
Declaration of Trust, and such other matters as may be determined or as may be
required by law. A meeting will be called for the purpose of voting on the
removal of a Trustee at the written request of holders of 10% of the Trust's
outstanding shares. In the event a meeting of shareholders is held, each share
will be entitled to one vote on all matters presented to shareholders, including
the election of Trustees.

OBJECTIVES, POLICIES AND RESTRICTIONS ON THE FUND'S INVESTMENTS
- --------------------------------------------------------------------------------
The primary investment objective of the Fund is capital appreciation. The
Fund will attempt to meet its objectives by investing in common stocks in many
different industries. Income may be a factor in portfolio selection but is
secondary to the 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.

<PAGE>

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.
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 advisor, if after the purchase of
such securities one or more of such officers or directors of the Fund
or of the Fund's investment advisor owns beneficially more than 1/2% of
the outstanding securities of such issuer and such officers and
directors owning beneficially more than 1/2% of such outstanding
securities together own beneficially more than 5% of such outstanding
securities.
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 shareholder approval. The Fund's
other policies and investment strategies are not fundamental and may be changed
without shareholder approval. 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.
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, 1998 and 1997 were
101.1% and 103.1%, respectively. A 100% annual turnover rate would occur if all
of a Fund's securities were replaced one time during a period of one year. In
addition, higher portfolio turnover rates can result in corresponding increases
in brokerage commissions.

PORTFOLIO TRANSACTIONS AND BROKERAGE
- --------------------------------------------------------------------------------
It is the policy of the Fund when purchasing and selling portfolio securities
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 Advisor"), or Ark Asset
Management Co., Inc. ("Sub-Advisor") will select the brokers and resulting
allocation of brokerage commission; but, the Investment Advisor's practice is
subject to review by the Board of Trustees of the Fund, which has the primary
responsibility in this regard, and must be consistent with the policies stated
above.
The Investment Advisor and Sub-Advisor, 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, Advisor, and the Sub-Advisor. Any research benefits
derived by the Sub-Advisor are available to all clients of the Sub-Advisor.
Since research information, statistical, and other services are only
supplementary to the research efforts of the Sub-Advisor and still must be
analyzed and reviewed by its staff, the receipt of research information is not
expected to materially reduce expenses.

<PAGE>

AMWAY MUTUAL FUND

Also, subject to the policy of seeking best price and execution of orders,
certain Fund expenses may be paid through the use of directed brokerage
commissions. While the Sub-Advisor 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.
During the years ended December 31, 1998, 1997, and 1996, the Fund paid total
brokerage commissions on purchase and sale of portfolio securities of $358,825,
$301,990, and $250,136, respectively. Tranactions in the amount of $58,297,046,
involving commissions of approximately $59,629, were directed to brokers because
of research services provided during 1998.
The Sub-Advisor 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, 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
Trustees of the Fund believes that the benefits of the Sub-Advisor's
organization outweigh any limitations that may arise from simultaneous
transactions.
The Fund may acquire securities of brokers who execute the Fund's portfolio
transactions. As of December 31, 1998, the Fund owned no such securities.

PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------------------------
Amway Corporation indirectly, as of December 31, 1998, owned 1,163,238
shares, or 4.6%, of the outstanding shares of the Fund. Jay Van Andel and
Richard M. DeVos are controlling persons of Amway Corporation since they own,
together with their spouses, substantially all of its outstanding securities.
Amway Corporation is a Michigan manufacturer and direct selling distributor of
home care and personal care products. Jay Van Andel owns all the outstanding
securities of JVA Properties Corporation, the General Partner for JVA
Enterprises Limited Partnership, which owns, as of December 31, 1998,
5,284,480.693 shares, or 21.1%, of the outstanding shares of the Fund. The Jay
and Betty Van Andel Foundation, as of December 31, 1998 owns 1,841,212.307
shares, or 7.3%, of the outstanding 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.
As noted above, Jay Van Andel together with his spouse beneficially owns more
than 25% of the Fund's voting securities. Accordingly, he may be deemed to
control the Fund.

OFFICERS AND TRUSTEES OF THE FUND
- --------------------------------------------------------------------------------
The business affairs of the fund are managed and under the direction of the
Board of Trustees. The following are the Officers and Trustees of the Fund or
the Advisor or both, together with their principal occupations during the past
five years:
<TABLE>
<CAPTION>

TRUSTEES
NAME AND ADDRESS AGE OFFICE HELD PRINCIPAL OCCUPATION COMPENSATION

<S> <C> <C> <C> <C>
Richard A. DeWitt 85 Trustee of the Fund President, DeWitt Land and $5,000
10001 Buttonwood Way Cattle Company (investments
Tequesta, Florida in land and cattle)
33469

Allan D. Engel* 46 Trustee, Vice President, Sr. Manager, Financial $5,000
7575 Fulton Street East Secretary and Assistant Projects Amway Corporation
Ada, Michigan Treasurer of the Fund;
49355-7150 Director, President,
and Secretary of the
Investment Advisor.

Donald H. Johnson 68 Trustee of the Fund Retired, Former Vice $5,000
19017 Vintage Trace Circle President-Treasurer, SPX
Fort Myers, Florida Corporation (Designs,
33912 manufactures and markets
products and services for the
motor vehicle industry), 1986
to 1994.

TRUSTEES
NAME AND ADDRESS AGE OFFICE HELD PRINCIPAL OCCUPATION COMPENSATION
<S> <C> <C> <C> <C>
Walter T. Jones 57 Trustee of the Fund Retired, Former Senior Vice $5,000
936 Sycamore Ave. President-Chief Financial
Holland, Michigan Officer, Prince Corporation
49424
James J. Rosloniec* 54 Trustee, President and Vice President-Audit and $5,000
7575 Fulton Street East Treasurer of the Fund; Control, Amway Corporation,
Ada, Michigan and Director, 1991 to present.
49355-7150 Vice-President and
Treasurer of the
Investment Advisor.
Richard E. Wayman 64 Trustee of the Fund Retired, Former Finance $4,500
24578 Rutherford Director, Amway Corporation,
Ramona, California 1976 to 1996
92065

</TABLE>

*These Trustees are interested persons under the Investment Company Act of
1940, as amended.
All Officers and certain Trustees of the Fund and the Investment Advisor are
affiliated with Amway Corporation. The Officers serve without compensation from
the Fund. Fees paid to all Trustees during the year ended December 31, 1998,
amounted to $29,500. Under the Advisory Contracts, the Investment Advisor pays
the fees of the Trustees of the Fund. The Trustees and Officers of the Fund
owned, as a group, less than 1% of the outstanding shares of the Fund. The
Advisor also serves as the Fund's principal underwriter (see "Distribution of
Shares").

INVESTMENT ADVISOR AND OTHER SERVICES
- --------------------------------------------------------------------------------
The Fund has entered into an Advisory and Service Contract ("Contract") with
Amway Management Company (the "Investment Advisor"). Under the Contract, the
Investment Advisor provides investment advice and manages on a regular basis the
investment portfolio of the Fund, subject to the direction of the Board of
Trustees 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) administers its affairs and pays the
salaries and fees of all Officers and Trustees of the Fund. Amway Corporation
provides the Investment Advisor with employee services on a contractual basis.
The Investment Advisor has served the Fund in that capacity since 1971.
The Investment Advisor shall be permitted to enter into an agreement with
another advisory organization (sub-advisor) whereby the sub-advisor 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 Advisor, 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 shareholders and investors; (viii)
expenses of reports and notices to shareholders and of meetings of shareholders
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, shareholder 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.

<PAGE>

AMWAY MUTUAL FUND

The Fund pays the Advisor a fee for management and investment advisory
services on an annual basis of 0.55% on the first $100 million of average daily
net assets of the Fund, 0.50% on the next $50 million in assets, and 0.45% on
the next $50 million in assets. When the Fund's assets reach $200 million the
rate would be 0.50% on assets up to $200 million and 0.45% on assets in excess
of $200 million, so long as the Fund continued to have at least $200 million in
assets. The fee is computed daily and paid quarterly. The advisory fees paid by
the Fund to the Investment Advisor during the years ended December 31, 1998,
1997, and 1996, were $864,715, $727,102, and $524,637, respectively.
Jay Van Andel and Richard M. DeVos are controlling persons of the Investment
Advisor, since they own, together with their spouses, substantially all of the
outstanding securities of Amway Corporation, which in turn indirectly owns all
of the outstanding securities of the Investment Advisor.
A Sub-Advisory Agreement has been entered into between the Investment Advisor
and Ark Asset Management Co., Inc., One New York Plaza, 29th Floor, New York, NY
10004 (Sub-Advisor). Under the Sub-Advisory Agreement, the Advisor employs the
Sub-Advisor to furnish investment advice and manage on a regular basis the
investment portfolio of the Fund, subject to the direction of the Advisor, the
Board of Directors of the Fund, and to the provisions of the Fund's current
Prospectus. The Sub-Advisor 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, except when otherwise specifically directed by the Fund or the
Advisor. The fees paid by the Investment Advisor to the Sub-Advisor during the
years ended December 31, 1998, 1997, and 1996, were $702,560, $594,901, and
$428,905, respectively.
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.

PLAN OF DISTRIBUTION & PRINCIPAL UNDERWRITER
- --------------------------------------------------------------------------------
The Trust has adopted a Plan and Agreement of Distribution ("Distribution
Plan"). Under the Distribution Plan, the Advisor provides shareholder services
and services in connection with the sale and distribution of the Fund's shares.
The Advisor is compensated at a maximum annual rate of 0.25 of 1% of the average
daily net assets of the Fund. Since these fees are paid from Fund assets, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges. During 1998 the Fund paid $285,016
under the Distribution Plan for compensation. The services provided under the
Distribution Plan included printing and mailing of prospectuses ($24,462) and
general and administrative services ($290,124) which services include employee
related services, security registrations, Broker-Dealer Registration, and
related office facility expenses.
Amounts received by the Advisor may be retained by the Advisor as
compensation for its services, or paid to other investment professionals who
provide services in connection with the distribution of Fund shares. The
Trustees will review the services provided and compensation paid pursuant to the
Distribution Plan no less often than quarterly.
The Advisor acts as the exclusive agent for sales of shares of the Fund
pursuant to a Principal Underwriting Agreement. Prior to April 22, 1998, the
Advisor received a sales commission of 3% of the offering price of the Fund's
shares. The sales commission was eliminated when the Fund adopted the
Distribution Plan.
During the years ended December 31, 1998, 1997 and 1996, the Advisor received
sales commissions of $473,151, $513,417 and $475,319, respectively, pursuant to
the Principal Underwriting Agreement. The only compensation currently received
by the Advisor in connection with the sale of Fund shares is pursuant to the
Distribution Plan.

TRANSFER AGENT
- --------------------------------------------------------------------------------
Under a separate contract, the functions of the Transfer Agent and Dividend
Disbursing Agent are performed by Amway Management Company, 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 shareholders.
In return for its services, the Fund pays the Transfer Agent, 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 Trustees.

CUSTODIAN
- --------------------------------------------------------------------------------
The portfolio securities of the Fund are held, pursuant to a Custodian
Agreement, by Northern Trust Company, 50 South LaSalle, Chicago, Illinois, as
Custodian. The Custodian performs no managerial or policymaking functions for
the Fund.

<PAGE>

AMWAY MUTUAL 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.

BY MAIL:
When redeeming by mail, when no certificates have been issued, send a written
request for redemption to Amway Management Company, the Transfer Agent, 7575
Fulton Street East, Ada, Michigan 49355-7150. The request must state the dollar
amount or shares 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 by a bank, broker, or
other acceptable financial institution. Additional documents will be required
for corporations, trusts, partnerships, retirement plans, individual retirement
accounts and profit sharing plans.

BY PHONE:
An election at the time of your investment in the Fund, or subsequently, on
the Fund's application can be made to authorize the telephone or telegram
exchange or redemption option. 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. Requests received after 4:00 p.m. when the market has closed will
receive the next day's price. 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 by the telephone and telegram exchange and cannot be in certificate
form unless the certificate is tendered with the request for redemption.
Certificated shares cannot be redeemed by the telephone and telegram exchange.
All redemption proceeds will be forwarded to the address or bank designated on
the account application.

<PAGE>

AMWAY MUTUAL FUND

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. 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.

SPECIAL CIRCUMSTANCES:
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 net assets; or (4) for such other period as the SEC may be
order permit for the protection of the shareholders. During such a period, a
shareholder 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 shareholder during any 90-day periods, 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 Trustees when,
in their judgment, 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.

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. As the result of
paying to its shareholders as dividends and distributions substantially all net
investment income and realized capital gains, 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 shareholders. 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 shareholders as ordinary income and long-term capital gain
dividends are taxable to shareholders 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. Qualified long-term capital gain dividends
received by individual shareholders are taxed a maximum rate of 20%.
In addition, shareholders 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 shareholders and the IRS annually. However, because the tax
treatment also depends on the purchase price and a shareholder'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.
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.

<PAGE>

AMWAY MUTUAL FUND

Under certain circumstances, the Fund will be required to withhold 31% of a
shareholder's distribution or redemption from the Fund. These circumstances
include failure by the shareholder 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 shareholder's failure to report interest and
dividends; and failure of the shareholder to certify, under penalties of
perjury, that he is not subject to withholding. In this regard, failure of a
shareholder 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 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 shareholder is advised to consult with his tax advisor regarding the
treatment of distributions to him under various state and local income tax laws.

AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIODS PAST PAST PAST
ENDED DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------

AMWAY* 10.17% 15.36% 15.93%
RUSSELL 1000 VALUE 15.63% 20.85% 17.39%
S&P 500 28.58% 24.06% 19.21%

*Ark Asset Management Company has been subadvisor since May 1, 1995. Since
that time, the Fund's average annual total return has been 22.1%. Also, the S&P
500's and the Russell 1000 Value's average annual total return has been 29.3%
and 25.9%, respectively.

The S&P 500 Index represents an unmanaged index generally representative of
the U.S. stock market. The Value Index represents a composite of value stocks
representative of the Fund's investment objectives and strategies which is
compiled independently by the Frank Russell Companies. Neither index is impacted
by Fund operating expenses.
As will all mutual funds, past performance is not a prediction of future
results.

REPORTS TO SHAREHOLDERS AND ANNUAL AUDIT
- --------------------------------------------------------------------------------
The Fund's year begins on January 1 and ends on December 31. At least
semiannually, the shareholders of the Fund receive reports, pursuant to
applicable laws and regulations, containing financial information. The annual
shareholders report is incorporated by reference into the Statement of
Additional Information. The cost of printing and distribution of such reports to
shareholders 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
shareholders. The fees and expenses of the auditors are paid by the Fund.
The financial statements for the Fund are contained in the Fund's 1998 Annual
Report to Shareholders 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.

<PAGE>

AMWAY MUTUAL FUND
(a Series of Amway Mutual Fund Trust)
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Printed in U.S.A.

Amway
Mutual
Fund

Statement of
Additional Information

APRIL , 1999

AMWAY MUTUAL FUND LOGO

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART B

Information Required in a Statement of Additional Information for Class R

<PAGE>

AMWAY MUTUAL FUND
(a series of Amway Mutual Fund Trust)
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Contents Page
Organization of the Fund
Objectives, Policies, and
Restrictions on the Fund's
Investments
Portfolio Transactions and
Brokerage
Principal Shareholders
Officers and Trustees of the Fund
Investment Advisor and Other Services
Transfer
Agent Custodian
Auditors
Pricing of Fund Shares
Purchase of Shares
How Shares are Redeemed
Federal Income Tax
Investment Performance Information
Reports to Shareholders and Annual Audit

Printed in U.S.A.

AMWAY MUTUAL FUND LOGO

CLASS R
STATEMENT OF ADDITIONAL
INFORMATION

This Statement of Additional Information is not a prospectus. Therefore, it
should be read only in conjunction with the Class R Prospectus, which can be
requested from the Fund by writing or telephoning as indicated above. This
Statement of Additional Information relates to the Class R Prospectus for the
Fund dated April __, 1999.

Class R is offered only to tax-exempt retirement and benefit plans of Amway
Corporation and its affiliates. The Fund also offers Class A shares, which are
available to members of the general public. Information about Class A is
contained in the Class A prospectus dated April __, 1999, which is available
upon request.

The date of this Statement of Additional Information is
April __, 1999.

<PAGE>

AMWAY MUTUAL FUND

ORGANIZATION OF THE FUND
- --------------------------------------------------------------------------------
The Fund is a series of Amway Mutual Fund Trust, an open-end diversified
management investment company which was organized as a Delaware business trust
on February 2, 1998. The Fund is the successor of Amway Mutual Fund, Inc., which
was organized as a Delaware corporation on February 13, 1970.
The Declaration of Trust authorizes the Trustees to create additional series
and to issue an unlimited number of units of beneficial interest, or "shares."
The Trustees are also authorized to issue different classes of shares of any
series. No series which may be issued by the Trust is entitled to share in the
assets of any other series or is liable for the expenses or liabilities of any
other series.
Shares of beneficial interest of Class A are offered to members of the
general public. When issued, shares of Class A will be fully paid and
non-assessable. The Board of Trustees of the Fund has authorized Class R, which
is offered to tax-exempt retirement and benefit plans of Amway Corporation and
its affiliates. Each share of Class A and Class R will represent an equal
proportionate interest in the Fund and, generally, will have identical voting,
dividend, liquidation, and other rights and the same terms and conditions,
except that (a) expenses allocated to a particular Class ("Class Expenses") will
be borne solely by that Class, and (b) each Class will have exclusive voting
rights with respect to matters affecting only that Class. Examples of Class
Expenses include: (1) Rule 12b-1fees, (2) transfer agent and shareholder
services fees attributable to a specified Class, (3) stationary, printing,
postage, and delivery expenses related to preparing and distributing materials
such as shareholder reports, prospectuses, and proxy statements to current
shareholders of a Class, (4) Blue Sky registration fees incurred by a Class, (5)
SEC registration fees incurred by a Class, (6) trustees' fees or expenses
incurred as a result of issues relating to one Class, (8) accounting fees
relating solely to one Class, (9) litigation expenses and legal fees and
expenses relating to a particular Class, and (10) expenses incurred in
connection with shareholders meetings as a result of issues relating to one
Class. Shares are freely transferable and have no preemptive, subscription or
conversion rights.
The Trust is not required to hold annual meetings of shareholders and does
not intend to hold such meetings. Shareholders of the Trust will have voting
rights only with respect to the limited number of matters specified in the
Declaration of Trust, and such other matters as may be determined or as may be
required by law. A meeting will be called for the purpose of voting on the
removal of a Trustee at the written request of holders of 10% of the Trust's
outstanding shares. In the event a meeting of shareholders is held, each share
will be entitled to one vote on all matters presented to shareholders, including
the election of Trustees.

<PAGE>

AMWAY MUTUAL FUND

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.
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 advisor, if after the purchase of
such securities one or more of such officers or directors of the Fund
or of the Fund's investment advisor owns beneficially more than 1/2% of
the outstanding securities of such issuer and such officers and
directors owning beneficially more than 1/2% of such outstanding
securities together own beneficially more than 5% of such outstanding
securities.
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.

AMWAY MUTUAL FUND

During the years ended December 31, 1998, 1997, and 1996, the Fund paid total
brokerage commissions on purchase and sale of portfolio securities of $358,825,
$301,990, and $250,136, respectively. Tranactions in the amount of $58,297,046,
involving commissions of approximately $59,629, were directed to brokers because
of research services provided during 1998.
The Sub-Advisor 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, 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
Trustees of the Fund believes that the benefits of the Sub-Advisor's
organization outweigh any limitations that may arise from simultaneous
transactions.
The Fund may acquire securities of brokers who execute the Fund's portfolio
transactions. As of December 31, 1998, the Fund owned no such securities.

TRUSTEES
NAME AND ADDRESS AGE OFFICE HELD PRINCIPAL OCCUPATION COMPENSATION

<S> <C> <C> <C> <C>
Richard A. DeWitt 85 Trustee of the Fund President, DeWitt Land and $5,000
10001 Buttonwood Way Cattle Company (investments
Tequesta, Florida in land and cattle)
33469

Walter T. Jones 57 Trustee of the Fund Retired, Former Senior Vice $5,000
936 Sycamore Ave. President-Chief Financial
Holland, Michigan Officer, Prince Corporation
49424

AMWAY MUTUAL FUND

TRUSTEES
NAME AND ADDRESS AGE Office Held PRINCIPAL OCCUPATION COMPENSATION
<S> <C> <C> <C> <C>
James J. Rosloniec* 54 Trustee, President and Vice President-Audit and $5,000
7575 Fulton Street East Treasurer of the Fund; Control, Amway Corporation,
Ada, Michigan and Director, 1991 to present.
49355-7150 Vice-President and
Treasurer of the
Investment Advisor.
Richard E. Wayman 64 Trustee of the Fund Retired, Former Finance $4,500
24578 Rutherford Director, Amway Corporation,
Ramona, California 1976 to 1996
92065

</TABLE>

AMWAY MUTUAL FUND

Jay Van Andel and Richard M. DeVos are controlling persons of the Investment
Advisor, since they own, together with their spouses, substantially all of the
outstanding securities of Amway Corporation, which in turn indirectly owns all
of the outstanding securities of the Investment Advisor.
A Sub-Advisory Agreement has been entered into between the Investment Advisor
and Ark Asset Management Co., Inc., One New York Plaza, 29th Floor, New York, NY
10004 (Sub-Advisor). Under the Sub-Advisory Agreement, the Advisor employs the
Sub-Advisor to furnish investment advice and manage on a regular basis the
investment portfolio of the Fund, subject to the direction of the Advisor, the
Board of Directors of the Fund, and to the provisions of the Fund's current
Prospectus. The Sub-Advisor 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, except when otherwise specifically directed by the Fund or the
Advisor. The fees paid by the Investment Advisor to the Sub-Advisor during the
years ended December 31, 1998, 1997, and 1996, were $702,560, $594,901, and
$428,905, respectively.
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.

TRANSFER AGENT
- --------------------------------------------------------------------------------
Under a separate contract, the functions of the Transfer Agent and
Shareholder Servicing Agent for the Fund's Class R Shares are performed by Amway
Management Company, Ada, Michigan.
In return for these services, the Fund pays the Transfer Agent and
Shareholder Servicing Agent, a fee at the annual rate of 0.35% of the Fund's
average daily net assets which are attributable to Class R.

PURCHASE OF SHARES
- --------------------------------------------------------------------------------
Class R Shares are offered to tax-exempt retirement and benefit plans of
Amway Corporation and its affiliates. There are no minimum investment
requirements for shares of Class R. Participants in the tax-exempt retirement
and benefits plans of Amway Corporation and its affiliates should contact the
Plan Administrator for information about particular procedures or requirements
which may apply to Plan Participants.
All purchases will be made at the Net Asset Value per share net calculated
after the Fund receives your investment and application in proper form.

<PAGE>

AMWAY MUTUAL FUND

HOW SHARES ARE REDEEMED
- --------------------------------------------------------------------------------
The Fund will redeem your shares at the net asset value next determined after
your redemption request is received in proper form.
Payment for redeemed shares is normally made by check and mailed within three
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 net assets; or (4) for such other period as the SEC may by
order permit for the protection of the shareholders. During such a period, a
shareholder 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 shareholder during any 90-day periods, 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 Trustees when,
in their judgment, 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.
Participants in the tax-exempt retirement and benefit plans of Amway
Corporation and its affiliates should contact the Plan Administrator for
information about particular redemption procedures or requirements which may
apply to Plan Participants.

FEDERAL INCOME TAX
- --------------------------------------------------------------------------------
The Fund will make distributions of ordinary income and capital gains that
will relieve the Fund of all federal income taxes.
Shares of Class R will be held by the qualified retirement and benefit plans
of Amway Corporation and its affiliates ("the plans") for the benefit of plan
participants. The plans do not pay federal income taxes. Plan participants
should consult the plans' governing documents, and their own tax ADVISORS, for
information about the tax consequences associated with participating in the
plans.

INVESTMENT PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
Following is the average annual total return percentages for one, five and
ten years for the Fund for annual periods ended December 31, 1998 for Class A.
The investment performance of Class R is expected to be substantially similar to
Class A because both Classes invest in the same portfolio of securities and
investment performance will differ only to the extent that the classes do not
have the same expenses. The estimated expenses for Class R, which are lower than
the expenses for Class A, are disclosed in the Fee Expense Table.

AVERAGE ANNUAL TOTAL
RETURN FOR THE PERIODS PAST PAST PAST
ENDED DECEMBER 31, 1998 1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------

AMWAY* 10.17% 15.36% 15.93%
RUSSELL 1000 VALUE 15.63% 20.85% 17.39%
S&P 500 28.58% 24.06% 19.21%

<PAGE>

AMWAY MUTUAL FUND

REPORTS TO SHAREHOLDERS AND ANNUAL ANDIT
- --------------------------------------------------------------------------------
The Fund's year begins on January 1 and ends on December 31. At least
semiannually, the shareholders of the Fund receive reports, pursuant to
applicable laws and regulations, containing financial information. The annual
shareholders report is incorporated by reference into the Statement of
Additional Information. The cost of printing and distribution of such reports to
shareholders 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
shareholders. The fees and expenses of the auditors are paid by the Fund.
The financial statements for the Fund are contained in the Fund's 1998 Annual
Report to Shareholders 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 or your Plan Administrator.

<PAGE>

AMWAY MUTUAL FUND
(a Series of Amway Mutual Fund Trust)
7575 Fulton Street East
Ada, Michigan, 49355-7150
(616) 787-6288
(800) 346-2670

Printed in U.S.A

Amway
Mutual
Fund

CLASS R

Statement of
Additional Information

APRIL , 1999

AMWAY MUTUAL FUND LOGO

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits

(a) DECLARATION OF TRUST

The Declaration of Trust for Amway Mutual Fund Trust
(a Delaware Trust) is incorporated by reference to the
Registration Statement under the Securities Act of 1933,
Post Effective Amendment No. 44, Part C, Pages C-7 through
C-35, as filed on April 28, 1998.

(b) BY-LAWS

The By-Laws of Amway Mutual Fund Trust (a Delaware
trust), are incorporated by reference to the Registration
Statement under the Securities Act of 1933, Post Effective
Amendment No. 43, Part C, Pages C-83 through C-97, as
filed on February 27, 1998.

Reference is made to the Declaration of Trust,
Exhibit 23(a), including, in particular, Article III
(Units) and Article V (Unitholders Voting Powers and
Meetings), and to the By-Laws, Exhibit 23(b), including,
in particular, Article II (Meetings of Shareholders) and
Article V (Inspection of Records and Reports) which are
incorporated by reference to the Registration Statement
under the Securities Act of 1933, Post Effective Amendment
No. 44, Part C, Pages C-13 through C-17, and Pages C-25
through C-26, respectively, as filed on April 28, 1998 and
to Post Effective Amendment No. 43, Part C, Pages C-83
through C-97, as filed on February 27, 1998.

(d) INVESTMENT ADVISORY CONTRACT

(1) ADVISORY AND SERVICE CONTRACT BETWEEN AMWAY MUTUAL
FUND AND AMWAY MANAGEMENT COMPANY

The Advisory and Service Contract between Amway
Mutual Fund Trust and Amway Management Company is
incorporated by reference to the Registration
Statement under the Securities Act of 1933, Post
Effective Amendment No. 44, Pages C-37 through C-39,
as filed on April 28, 1998.

(2) SUB-ADVISORY AGREEMENT

The Sub-Advisory Agreement between Amway
Management Company and ARK Asset Management Company,
Inc. is incorporated by reference to the Registration
Statement under the Securities Act of 1933, Post
Effective Amendment No. 44, Pages C-40 through C-42,
as filed on April 28, 1998.

- C-1 -
<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits (Continued)

(e) PRINCIPAL UNDERWRITER AGREEMENT BETWEEN AMWAY
MUTUAL FUND AND AMWAY MANAGEMENT COMPANY

The Principal Underwriter Agreement between
Amway Mutual Fund Trust and Amway Management
Company is incorporated by reference to the
Registration Statement under the Securities Act of
1933, Post Effective Amendment No. 43, Pages C-78
through C-88, as filed on February 27, 1998.

(F) BONUS OR PROFIT SHARING CONTRACTS

There are no bonus or profit sharing
contracts for the Board of Trustees.

(g) CUSTODIAN AGREEMENT

The Custody Agreement between Amway Mutual
Fund Trust and Northern Trust Company is included
on Pages C-14 through C-35.

(h) OTHER MATERIAL CONTRACTS

(1) TRANSFER AGENT AND SHAREHOLDER SERVICES
AGREEMENT BETWEEN AMWAY MUTUAL FUND.
AND AMWAY MANAGEMENT COMPANY

The Class A Transfer Agency and Dividend
Disbursing Agency Agreement between Amway
Mutual Fund Trust and Amway Management
Company is incorporated by reference to the
Registration Statement under the Securities
Act of 1933, Post Effective Amendment No.
44, Pages C-50 through C-51, as filed on
April 28, 1998, and the Class R Transfer
Agent and Shareholder Services Agreement
between Amway Mutual Fund Trust and Amway
Management Company is incorporated by
reference to the Registration Statement
under the Securities Act of 1933, Post
Effective Amendment No. 45, Pages C-8
through C-14, as filed on September 2, 1998.

(2) COMMON-RECORDS AGREEMENT AMONG AMWAY
MUTUAL FUND AND AMWAY MANAGEMENT
COMPANY

The Common-Records Agreement between
Amway Mutual Fund and Amway Management
Company is incorporated by reference to the
Registration Statement under the Securities
Act of 1933, Post Effective Amendment No.
44, Page C-52, as filed on April 28, 1998.

- C-2 -
<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits (Continued)

(3) PORTFOLIO ACCOUNTING AND RESEARCH
INFORMATION SYSTEM

The Portfolio Accounting and Research
Information System Agreement between Amway
Management Company and DST Securities, Inc.
is incorporated by reference to the
Registration Statement under the Securities
Act of 1933, Post Effective Amendment No.
41, Part C, Pages C-122 through C-147, as
filed on March 1, 1996 and an Amendment
which is incorporated by reference to the
Registration Statement under the Securities
Act of 1933, Post Effective Amendment No.
44, Part C, Pages C-53 through C-56, as
filed on April 28, 1998.

(i) LEGAL OPINION

The legal opinion for Class A is
incorporated by reference to the Registration
Statement under the Securities Act of 1933, Post
Effective Amendment No. 44, Part C, Page C-57, as
filed on April 28, 1998 and the legal opinion for
Class R is incorporated by reference to the
Registration Statement under the Securities Act of
1933, Post Effective Amendment No. 45, Part C, Page
C-15, as filed on September 2, 1998.

(j) OTHER OPINIONS

The Consent of Independent Certified Public
Accountants is included on Page C-36. There are no
other opinions, appraisals or rulings, and related
consents relied on in preparing the registration
statement and required by Section 7 of the
Securities Act.

(k) OMITTED FINANCIAL STATEMENTS

The Annual Report for Amway Mutual Fund is
included on Pages C-37 through C-50.

(L) INITIAL CAPITAL AGREEMENTS

There are no agreements or understandings
made in consideration for providing the initial
capital between or among the Fund, the Underwriter,
Advisor, Promoter or initial shareholders.

- C-3 -
<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits (Continued)

(m) 12B-1 PLAN FOR DISTRIBUTION

The 12b-1 Plan for Distribution between
Amway Mutual Fund Trust and Amway Management
Company is incorporated by reference to the
Registration Statement under the Securities Act of
1933, Post Effective Amendment No.44, Part C, Pages
C-58 and C-61, as filed on April 28, 1998.

(n) FINANCIAL DATA SCHEDULE

Financial Data Schedule meeting the
requirement of Rule 483 under the Securities Act is
included on Pages C-51 through C-54.

(o) RULE 18F-3

The Rule 18f-3 Plan of Amway Mutual Fund is
incorporated by reference to the Registration
Statement under the Securities Act of 1933, Post
Effective Amendment No. 45, Part C, Pages C-16
through C-17, as filed on September 2, 1998.

- C-4 -
<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

LOCATION IN REGISTRATION STATEMENT

Part C
PAGE NO.

ITEM 24. Persons Controlled by
or under Common Control C-6
with the Fund

ITEM 25. Indemnification C-6

ITEM 26. Business and Other
Connections of C-6
Investment Advisor

ITEM 27. Principal Underwriter C-7

ITEM 28. Location of Accounts
and Records C-7

ITEM 29. Management Services C-7

ITEM 30. Undertakings C-7

- C-5 -
<PAGE>

.AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

ITEM 24. Persons Controlled by or under Common Control with the Fund.

Amway Corporation indirectly owns all of the outstanding
shares of Amway Investment, Inc., WHICH,, as of December 31,
1998, owned 1,163,238 shares, or 4.6%, of the outstanding
shares of the Fund. Jay Van Andel and Richard M. DeVos are
controlling persons of Amway Corporation since they own,
together with their spouses, substantially all of its
outstanding securities.

Jay Van Andel owns all the outstanding securities of JVA
Properties Corporation, the General Partner for JVA
Enterprises Limited Partnership, which owns, as of December
31, 1998, 284,480.693 shares, or 21.1%, of the outstanding
shares of the Fund. The Jay and Betty Van Andel Foundation, as
of December 31, 1998, owns 1,841,212.307 shares, or 7.3%, of
the outstanding shares of the Fund. Accordingly, Jay Van
Andel, together with his spouse, beneficially owns more than
25% of the Fund's voting securities and he may be deemed to
control the Fund.

Subsidiaries of Amway Corporation that have transactions with
the Fund include Amway Management Company, the Fund's Advisor,
Principal Underwriter and Transfer Agent, and Amway
Investment, Inc., which has an investment in the Fund as
disclosed above.

ITEM 25. Indemnification

Indemnification is covered in Section 9 of the Principal
Underwriter Agreement between Amway Mutual Fund and Amway
Management Company, which is filed as an exhibit hereto. Also,
a Joint Directors and Officers Liability Insurance Policy for
Amway Management Company and Amway Mutual Fund. is provided by
those entities. The Sixth Article of the Agreement and
Declaration of Trust of Amway Mutual Fund, which is filed as
an exhibit hereto, provides for indemnification for any person
to the extent permitted by law.

ITEM 26. Business and Other Connections of Investment Advisor.

Amway Management Company acts as the investment advisor,
principal underwriter, and transfer agent for Amway Mutual
Fund and as a servicing agent for the Cash Equivalent Fund.

Business histories of each Director and Officer of the
Investment Advisor of the Registrant are included on Pages C-8
through C-11.

Business histories of the Sub-Advisor for the Registrant and
of each of its Directors and Officers are included on Pages
C-12 through C-13.

- C-6 -
<PAGE>

ITEM 27. Principal Underwriter

(a) The principal underwriter, Amway Management Company, acts as such
only for Amway Mutual Fund. Listed below is the information required
pertaining to the individual Directors and Officers of the principal
underwriter. There is no other principal underwriter.
<TABLE>
<CAPTION>

(b) Name and Principal Positions and Office Position and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
<S> <C> <C> <C>
James J. Rosloniec Vice President, Treasurer President, Treasurer
7575 Fulton Street, East and Director and Trustee
Ada, MI 49355-0001

Allan D. Engel President, Secretary and Secretary, Assistant
7575 Fulton Street, East Director Treasurer, and Trustee
Ada, MI 49355-7150
</TABLE>

ITEM 28. 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 Management Company, Ada, Michigan, pursuant
to the Common Records Agreement Among Amway Mutual Fund and
Amway Management Company, 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 Ark Asset Management Company, Inc., the
Sub-Advisor, pursuant to the Sub-Advisory Agreement; and all
remaining records are in the custody and control of Amway
Mutual Fund, Ada, Michigan.

ITEM 29. Management Services

Amway Management Company has 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 has paid to DST, including
equipment costs, telephone lines, and service fees for the
three years ending August 31, 1998, the fiscal year-end, a
total of $287,490.

ITEM 30. Undertakings

Not applicable.

- C-7 -
<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:

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-Investments & Real Estate.

December 1991 continuing, Amway Capital Corp., 7575 East Fulton Road, Ada,
Michgian 49355, Vice President, 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.

November 1992 continuing, Amway Export VA, Co., 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, Michigan 49355, Secretary and
Assistant Treasurer.

September 1994 continuing, Plaza Towers Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President, Secretary, and Director.

September 1995 continuing, Amway Real Estate Corp., 7575 East Fulton Road,
Ada, Michigan 49355, Vice President, Secretary, Assistant Treasurer and
Director.

September 1995 continuing, Auric Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President, Secretary and Assistant Treasurer and
Director.

September 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President, Secretary, Assistant Treasurer and
Director.

September 1995 continuing, Emerald Maritime Service, Inc., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Vice President,
Secretary, Assistant Treasurer and Director.

September 1995 continuing, Enterprise, Inc., c/o Amway Corporation, 7575
East Fulton Road, Ada, Michigan 49355, Vice President, Secretary, Assistant
Treasurer and Director..

- C-8 -
<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - ALLAN D. ENGEL

-2-

September 1995 continuing, Magic Carpet Aviation, 7575 East Fulton Road,
Ada, Michigan 49355, Vice President, Secretary, Assistant Treasurer and
Director.

September 1995 continuing, Meadowbrooke Corp., 7575 East Fulton Road, Ada,
Michigan 49355, Vice President, Secretary, Assistant Treasurer 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, Secretary, Assistant Treasurer and Director.

September 1995 continuing, Ultimate Marketing Corp., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Vice President, Secretary,
Assistant Treasurer and Director.

February 1998 continuing, Amway Mutual Fund Trust, 7575 East Fulton Road,
Ada, Michigan 49355, Vice President, Secretary, Assistant Treasurer and
Director.

- C-9 -
<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

September 18, 1989 continuing, H.I., Inc., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michgian 49355, Vice President and Treasurer.

December 13, 1991 continuing, Amway Capital Corporation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President and
Treasurer.

December 13, 1991 continuing, Ja-Ri Corporation, c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, Vice President and Treasurer.

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.

December 11, 1992 continuing, Jay and Betty Van Andel Foundation, c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, Treasurer.

September 1, 1995 continuing, Amway Real Estate Corp., 7575 East Fulton
Road, Ada, Michigan 49355, President, Treasurer and Director.

September 1, 1995 continuing, Auric Corp., c/o Amway Corporation, 7575 East
Fulton Road, Ada, Michigan 49355, President, Treasurer and Director.

September 1, 1995 continuing, Aviation, Inc., 7575 East Fulton Road, Ada,
Michigan 49355, President, Treasurer and Director.

- C-10 -
<PAGE>

SCHEDULE RE BUSINESS AND EDUCATION HISTORY - JAMES J. ROSLONIEC

-2-

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, Treasurer and Director.

September 1, 1995 continuing, Magic Carpet Aviation, Inc., 7575 East Fulton
Road, Ada, Michigan 49355, President, Treasurer and Director.

September 1, 1995 continuing, Meadowbrooke Corp., c/o Amway Corporation,
7575 East Fulton Road, Ada, Michigan 49355, President, Treasurer and
Director.

September 1, 1995 continuing, Peter Island Estate Ltd., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President,
Treasurer and Director.

September 1, 1995 continuing, Ultimate Marketing Corp., c/o Amway
Corporation, 7575 East Fulton Road, Ada, Michigan 49355, President,
Treasurer and Director.

February 1998 continuing, Amway Mutual Fund Trust, 7575 East Fulton Road,
Ada, Michigan 49355, President, Treasurer and Director..

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-11 -
<PAGE>

ARK ASSET MANAGEMENT CO., INC.
GROWTH-AT-A-REASONABLE PRICE (GARP) TEAM BIOGRAPHIES

CLIENT COMMUNICATIONS

Joseph P. Scanlon, Jr., Managing Director
B.S., M.B.A., Graduate Assistant-Economics, St John's University (1973)
Managing Director, Equity Portfolio Management Services, Ark Asset
management Co., Inc. (1989-Present)
Senior Vice President, Lehman management Co., Inc. (1983-1989)
Vice President, Director of New Business/Client Servicing, Institutional
Investment Division, Citibank (1978-1982)
Vice President, Director of Marketing, Asset Management Division, Loeb
Rhoades & Co., Inc. (1974-1978)

PORTFOLIO MANAGERS

C. Charles Hetzel, CFA, Vice-Chairman
B.S., University of Utah (1963)
M.B.A., Columbia Graduate School of Business Admin. (1965)
Vice-Chairman, Ark Asset Management Co., Inc. (1989-Present)
Vice-Chairman, Lehman Management Co., Inc. (1985-1989)
President, The Lehman Corporation
Vice-Chairman, The Lehman Investors Fund, Inc. (1984-1985)
Executive Vice President & Director, Lehman Management Co., Inc.
(1974-1984)
Managing Director, Lehman Brothers, Executive Vice President & Director,
The One William Street Fund (1973-1984) Vice President & Director of
Research, The Lehman Corporation (1970-1973) Security Analyst, The Lehman
Corporation (1965-1970)

John E. Bailey, CFA, Managing Director
B.A., University of Pennsylvania (1973-1976)
M.B.A., Harvard Business School (1978-1980)
Managing Director, Ark Asset Asset Management Co., Inc. (1993-Present)
Equity Portfolio Manager, Managing Partner (Pasadena Office), Loomis,
Sayles (1984-1993)
Equity Portfolio Manager, First Pacific Advisors (1980-1983)
Lending Representative, National Bank of North America (1976-1978)

- C-12 -
<PAGE>

ARK ASSET MANAGEMENT CO., INC.
GROWTH-AT-A-REASONABLE PRICE (GARP) TEAM BIOGRAPHIES

-2-

PORTFOLIO MANAGERS

Steven M. Steiner, Managing Director
B.S., Pennsylvania State University (1965)
M.B.A., Northwestern Graduate School of Management (1966)
Managing Director, Ark Asset Management Co., Inc. (1990-Present)
Managing Director, Equitable Capital management Corp. (1986-1990)
Managing Director, Equitable Investment Management Corp. (1981-1986)
Portfolio Manager, Neuberger & Berman (1981)
Vice President, Equitable Life (1969-1980)
1st Lieutenant, U.S. Army (1966-1968)

William G. Steuernagel, CFA, Managing Director
B.S., M.B.A., Boston University (1972)
Managing Director, Ark Asset Management Co., Inc. (1993-Present)
Senior Manager & Portfolio Manager, Ark Asset Management Co., Inc.
(1989-1993)
First Vice President & Analyst/Portfolio Manager, Lehman Management Co.,
Inc. (1988-1989)
Vice President & Analyst/Portfolio Manager, Butler Capital (1987-1988)
First Vice President & Security Analyst, Lehman Management Co., Inc.
(1983-1987)
Senior Investment Officer, Mellon Bank East (1972-1983)

James G. Pontone, Senior Manager
B.A., Skidmore College (1982)
M.B.A., New York University, Stern School of Business (1989)
Portfolio Manager, Ark Asset Management Co., Inc. (1995-Present)
Portfolio Manager/Analyst, Mitchell Hutchins Institutional Investors (1994)
Vice President, Mitchell Hutchins Institutional Investors (1992-1994)
Associate, Morgan Stanley Asset Management (1991-1992)
Assistant Trader, Spear, Leeds & Kellogg, Inc. (1986-1987)
Investment Executive, Paine Webber, Inc. (1985-1986)
Registered Representative, Merrill Lynch & Co. (1983-1985)

- C-13 -
<PAGE>

CUSTODY AGREEMENT

AGREEMENT dated as of December 1, 1998, between Amway Mutual Fund, a
business trust organized under the laws of the State of Delaware, having its
principal office and place of business at 7575 Fulton Street East, Ada, Michigan
49355 (the "Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an
Illinois company with its principal place of business at 50 South LaSalle
Street, Chicago, Illinois 60675.

W I T N E S S E T H:

That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:

1. DEFINITIONS.

Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:

(a) "Articles of Incorporation " shall mean the [Articles of
Incorporation] [Declaration of Trust] of the Fund, including all
amendments thereto.

(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Directors, the President, and any Vice President, the
Secretary, the Treasurer or any other person, whether or not any such
person is an officer or employee of the Fund, duly authorized by the
Board of Directors to give Instructions on behalf of the Fund and
listed in the certification annexed hereto as Schedule A or such other
certification as may be received by the Custodian from time to time
pursuant to Section 18(a).

(d) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees.

(e) "Depository" shall mean The Depository Trust Company, a clearing
agency registered with the Securities and Exchange Commission under
Section 17(a) of the Securities Exchange Act of 1934, as amended, its
successor or successors and its nominee or nominees, the use of which
is hereby specifically authorized. The term "Depository" shall further
mean and include any other person named in an Instruction and approved
by the Fund to act as a depository in the manner required by Rule 17f-4
of the 1940 Act, its successor or successors and its nominee or
nominees.

(f) "Instruction" shall mean written (including telecopied, telexed, or
electronically transmitted in a form that can be converted to print) or
oral instructions actually received by the Custodian which the
Custodian reasonably believes were given by an Authorized Person. An
Instruction shall also include any instrument in writing actually
received by the Custodian which the Custodian reasonably believes to be
genuine and to be signed by

- C-14 -
<PAGE>

any two officers of the Fund, whether or not such officers are
Authorized Persons. Except as otherwise provided in this Agreement,
"Instructions" may include instructions given on a standing basis.

(g) "1940 Act" shall mean the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.

(h) "Portfolio" refers to each of the separate and distinct investment
portfolios of the Fund which the Fund and the Custodian shall have
agreed in writing shall be subject to this Agreement, as identified in
Schedule B hereto.

(i) "Prospectus" shall include each current prospectus and statement of
additional information of the Fund with respect to a Portfolio.

(j) "Shares" refers to the shares of the Fund.

(k) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodity interests and investments from time to time owned
by the Fund and held in a Portfolio.

(l) "Sub-Custodian" shall mean and include (i) any branch of the
Custodian, (ii) any "eligible foreign custodian," as that term is
defined in Rule 17f-5 under the 1940 Act, approved by the Fund in the
manner required by Rule 17f-5, and (iii) any securities depository or
clearing agency, incorporated or organized under the laws of a country
other than the United States, which securities depository or clearing
agency has been approved by the Fund in the manner required by Rule
17f-5; provided, that the Custodian or a Sub-Custodian has entered into
an agreement with such securities depository or clearing agency.

(m) "Transfer Agent" shall mean the person which performs as the
transfer agent, dividend disbursing agent and shareholder servicing
agent for the Fund.

2. APPOINTMENT OF CUSTODIAN.

(a) The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and moneys owned by or in the possession of a
Portfolio during the period of this Agreement.

(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

3. APPOINTMENT AND REMOVAL OF SUB-CUSTODIANS.

(a) The Custodian may appoint one or more Sub-Custodians to act as
Depository or Depositories or as sub-custodian or sub-custodians of
Securities and moneys at any time held in any Portfolio, upon the terms
and conditions specified in this Agreement. The Custodian shall oversee
the maintenance by any Sub-Custodian of any Securities or moneys of any
Portfolio.

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<PAGE>

(b) The Agreement between the Custodian and each Sub-Custodian
described in clause (ii) or (iii) of Section 1(l) and acting hereunder
shall contain the provisions required by Rule 17f-5 under the 1940 Act.

(c) Prior to the Custodian's use of any Sub-Custodian described in
clause (ii) or (iii) of Paragraph 1(l), the Fund must approve such
Sub-Custodian in the manner required by Rule 17f-5 and provide the
Custodian with satisfactory evidence of such approval.

(d) The Custodian shall promptly take such steps as may be required to
remove any Sub-Custodian that has ceased to be an "eligible foreign
custodian" or has otherwise ceased to meet the requirements under Rule
17f-5. If the Custodian intends to remove any Sub-Custodian previously
approved by the Fund pursuant to paragraph 3(c), and the Custodian
proposes to replace such Sub-Custodian with a Sub-Custodian that has
not yet been approved by the Fund, it will so notify the Fund and
provide it with information reasonably necessary to determine such
proposed Sub-Custodian's eligibility under Rule 17f-5, including a copy
of the proposed agreement with such Sub-Custodian. The Fund shall at
the meeting of the Board of Directors next following receipt of such
notice and information determine whether to approve the proposed
Sub-Custodian and will promptly thereafter give written notice of the
approval or disapproval of the proposed action.

(e) The Custodian hereby warrants to the Fund that in its opinion,
after due inquiry, the established procedures to be followed by each
Sub-Custodian (that is not a foreign securities depository or clearing
agency) in connection with the safekeeping of property of a Portfolio
pursuant to this Agreement afford protection for such property not
materially different from that afforded by the Custodian's established
safekeeping procedures with respect to similar property held by it in
Chicago, Illinois.

4. USE OF SUB-CUSTODIANS.

With respect to property of a Portfolio which is maintained by the
Custodian in the custody of a Sub-Custodian pursuant to Section 3:

(a) The Custodian will identify on its books as belonging to the
particular Portfolio any property held by such Sub-Custodian.

(b) In the event that a Sub-Custodian permits any of the Securities
placed in its care to be held in an eligible foreign securities
depository, such Sub-Custodian will be required by its agreement with
the Custodian to identify on its books such Securities as being held
for the account of the Custodian as a custodian for its customers.

(c) Any Securities held by a Sub-Custodian will be subject only to the
instructions of the Custodian or its agents; and any Securities held in
an eligible foreign securities depository for the account of a
Sub-Custodian will be subject only to the instructions of such
Sub-Custodian.

(d) The Custodian will only deposit property of a Portfolio in an
account with a Sub-Custodian which includes exclusively the assets held
by the Custodian for its customers, and will cause such account to be
designated by such Sub-Custodian as a special custody account for the
exclusive benefit of customers of the Custodian.

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<PAGE>

5. COMPENSATION.

(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule C and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to bill separately; provided
that out-of-pocket disbursements may include only the items specified
in Schedule C.

(b) If the Fund requests that the Custodian act as Custodian for any
Portfolio hereafter established, at the time the Custodian commences
serving as such for said Portfolio, the compensation for such services
shall be reflected in a fee schedule for that Portfolio, dated and
signed by an officer of each party hereto, which shall be attached to
or otherwise reflected in Schedule C of this Agreement.

(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule C, or replacing Schedule C with, a
revised Fee Schedule, dated and signed by an officer of each party
hereto.

(d) The Custodian will bill the Fund for its services to each Portfolio
hereunder as soon as practicable after the end of each calendar
quarter, and said billings will be detailed in accordance with the Fee
Schedule for the Fund. The Fund will promptly pay to the Custodian the
amount of such billing. The Custodian shall have a claim of payment
against the property in each Portfolio for any compensation or expense
amount owing to the Custodian in connection with such Portfolio from
time to time under this Agreement.

(e) The Custodian (not the Fund) will be responsible for the payment
of the compensation of each Sub-Custodian.

6. CUSTODY OF CASH AND SECURITIES

(a) RECEIPT AND HOLDING OF ASSETS. The Fund will deliver or cause to be
delivered to the Custodian and any Sub-Custodians all Securities and
moneys of any Portfolio at any time during the period of this Agreement
and shall specify the Portfolio to which the Securities and moneys are
to be specifically allocated. The Custodian will not be responsible for
such Securities and moneys until actually received by it or by a
Sub-Custodian. The Fund may, from time to time in its sole discretion,
provide the Custodian with Instructions as to the manner in which and
in what amounts Securities, and moneys of a Portfolio are to be held on
behalf of such Portfolio in the Book-Entry System or a Depository.
Securities and moneys of a Portfolio held in the Book-Entry System or a
Depository will be held in accounts which include only assets of
Custodian that are held for its customers.

(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and
maintain a separate account for each Portfolio and shall credit to the
separate account all moneys received by it or a Sub-Custodian for the
account of such Portfolio and shall disburse, or cause a Sub-Custodian
to disburse, the same only:

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<PAGE>

1. In payment for Securities purchased for the Portfolio, as
provided in Section 7 hereof;

2. In payment of dividends or distributions with respect to the
Shares of such Portfolio, as provided in Section 11 hereof;

3. In payment of original issue or other taxes with respect to the
Shares of such Portfolio, as provided in Section 12(c) hereof;

4. In payment for Shares which have been redeemed by such
Portfolio, as provided in Section 12 hereof;

5. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as provided
in Sections 5 and 16(h) hereof;

6. Pursuant to Instructions setting forth the name of the
Portfolio and the name and address of the person to whom the
payment is to be made, the amount to be paid and the purpose for
which payment is to be made.

(c) FAIL FLOAT. In the event that any payment made for a Portfolio
under this Section 6 exceeds the funds available in that Portfolio's
account, the Custodian or relevant Sub-Custodian, as the case may be,
may, in its discretion, advance the Fund on behalf of that Portfolio an
amount equal to such excess and such advance shall be deemed an
overdraft from the Custodian or such Sub-Custodian to that Portfolio
payable on demand, bearing interest at the rate of interest customarily
charged by the Custodian or such Sub-Custodian on similar overdrafts.

(d) CONFIRMATION AND STATEMENTS. At least monthly, the Custodian shall
furnish the Fund with a detailed statement of the Securities and moneys
held by it and all Sub-Custodians for each Portfolio. Where securities
purchased for a Portfolio are in a fungible bulk of securities
registered in the name of the Custodian (or its nominee) or shown on
the Custodian's account on the books of a Depository, the Book-Entry
System or a Sub-Custodian, the Custodian shall maintain such records as
are necessary to enable it to identify the quantity of those securities
held for such Portfolio. In the absence of the filing in writing with
the Custodian by the Fund of exceptions or objections to any such
statement within 60 days after the date that a material defect is
reasonably discoverable, the Fund shall be deemed to have approved such
statement; and in such case or upon written approval of the Fund of any
such statement the Custodian shall, to the extent permitted by law and
provided the Custodian has met the standard of care in Section 16
hereof, be released, relieved and discharged with respect to all
matters and things set forth in such statement as though such statement
had been settled by the decree of a court of competent jurisdiction in
an action in which the Fund and all persons having any equity interest
in the Fund were parties.

(e) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for a Portfolio which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian or a Sub-Custodian in that form; all other
Securities held for a Portfolio may be registered in the name of that
Portfolio, in the name of any duly appointed registered nominee of the
Custodian or a Sub-Custodian as the Custodian or such Sub-Custodian may
from time to time determine,

- C-18 -
<PAGE>

or in the name of the Book-Entry System or a Depository or their
successor or successors, or their nominee or nominees. The Fund
reserves the right to instruct the Custodian as to the method of
registration and safekeeping of the Securities. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian or any Sub-Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee or in
the name of the Book-Entry System or a Depository, any Securities which
the Custodian of a Sub-Custodian may hold for the account of a
Portfolio and which may from time to time be registered in the name of
a Portfolio. The Custodian shall hold all such Securities specifically
allocated to a Portfolio which are not held in the Book-Entry System or
a Depository in a separate account for such Portfolio in the name of
such Portfolio physically segregated at all times from those of any
other person or persons.

(f) SEGREGATED ACCOUNTS. Upon receipt of an Instruction, the Custodian
will establish segregated accounts on behalf of a Portfolio to hold
liquid or other assets as it shall be directed by such Instruction and
shall increase or decrease the assets in such segregated accounts only
as it shall be directed by subsequent Instruction.

(g) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Except
as otherwise provided in an Instruction, the Custodian, by itself or
through the use of the Book-Entry System or a Depository with respect
to Securities therein maintained, shall, or shall instruct the relevant
Sub-Custodian to:

1. Collect all income due or payable with respect to Securities in
accordance with this Agreement;

2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable;

3. Surrender Securities in temporary form for derivative
Securities;

4. Execute any necessary declarations or certificates of ownership
under the federal income tax laws or the laws or regulations of
any other taxing authority now or hereafter in effect; and

5. Hold directly, or through the Book-Entry System or a Depository
with respect to Securities therein deposited, for the account of
each Portfolio all rights and similar Securities issued with
respect to any Securities held by the Custodian or relevant
Sub-Custodian for each Portfolio.

(h) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
an Instruction, the Custodian, directly or through the use of the
Book-Entry System or a Depository, shall, or shall instruct the
relevant Sub-Custodian to:

1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Instructions, proxies,
consents, authorizations, and any other instruments whereby the
authority of the Fund as owner of any Securities may be exercised;

- C-19 -
<PAGE>

2. Deliver or cause to be delivered any Securities held for a
Portfolio in exchange for other Securities or cash issued or paid
in connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;

3. Deliver or cause to be delivered any Securities held for a
Portfolio to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement in the separate account for each such Portfolio
certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;

4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of a
Portfolio and take such other steps as shall be stated in Written
Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;

5. Deliver Securities upon sale of such Securities for the account
of a Portfolio pursuant to Section 7;

6. Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities entered
into on behalf of a Portfolio;

7. Deliver Securities of a Portfolio to the issuer thereof or its
agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such case
the cash or other consideration is to be delivered to the
Custodian or Sub-Custodian, as the case may be;

8. Deliver Securities for delivery in connection with any loans of
securities made by a Portfolio but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund which may be in the form of cash or
obligations issued by the United States Government, its agencies
or instrumentalities;

9. Deliver Securities for delivery as security in connection with
any borrowings by a Portfolio requiring a pledge of Portfolio
assets, but only against receipt of the amounts borrowed;

10. Deliver Securities to the Transfer Agent or its designee or to
the holders of Shares in connection with distributions in kind, in
satisfaction of requests by holders of Shares for repurchase or
redemption;

11. Deliver Securities for any other proper business purpose, but
only upon receipt of, in addition to written Instructions, a copy
of a resolution or other authorization of the Fund certified by
the Secretary of the Fund, specifying the Securities to be
delivered, setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper business purpose,
and naming the person or persons to whom delivery of such
Securities shall be made.

- C-20 -
<PAGE>

(i) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the
account of a Portfolio.

(j) EXECUTION OF REQUIRED DOCUMENTS. The Custodian is hereby authorized
to execute any and all applications or other documents required by a
regulatory agency or similar entity as a condition of making
investments in the foreign market under such entity's jurisdiction.

7. PURCHASE AND SALE OF SECURITIES.

(a) Promptly after the purchase of Securities, the Fund or its designee
shall deliver to the Custodian an Instruction specifying with respect
to each such purchase: (1) the name of the Portfolio to which such
Securities are to be specifically allocated; (2) the name of the issuer
and the title of the Securities; (3) the number of shares or the
principal amount purchased and accrued interest, if any; (4) the date
of purchase and settlement; (5) the purchase price per unit; (6) the
total amount payable upon such purchase; and (7) the name of the person
from whom or the broker through whom the purchase was made, if any. The
Custodian or specified Sub-Custodian shall receive the Securities
purchased by or for a Portfolio and upon receipt thereof (or upon
receipt of advice from a Depository or the Book-Entry System that the
Securities have been transferred to the Custodian's account) shall pay
to the broker or other person specified by the Fund or its designee out
of the moneys held for the account of such Portfolio the total amount
payable upon such purchase, provided that the same conforms to the
total amount payable as set forth in such Instruction.

(b) Promptly after the sale of Securities, the Fund or its designee
shall deliver to the Custodian an Instruction specifying with respect
to each such sale: (1) the name of the Portfolio to which the
Securities sold were specifically allocated; (2) the name of the issuer
and the title of the Securities; (3) the number of shares or principal
amount sold, and accrued interest, if any; (4) the date of sale; (5)
the sale price per unit; (6) the total amount payable to the Portfolio
upon such sale; and (7) the name of the broker through whom or the
person to whom the sale was made. The Custodian or relevant
Sub-Custodian shall deliver or cause to be delivered the Securities to
the broker or other person designated by the Fund upon receipt of the
total amount payable to such Portfolio upon such sale, provided that
the same conforms to the total amount payable to such Portfolio as set
forth in such Instruction. Subject to the foregoing, the Custodian or
relevant Sub-Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment
in accordance with the customs prevailing among dealers in Securities.

(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios
may be invested by the Custodian for short term purposes pursuant to
standing Instructions from the Fund.

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<PAGE>

8. LENDING OF SECURITIES.

If the Fund and the Custodian enter into a separate written agreement
authorizing the Custodian to lend Securities, the Custodian may lend
Securities pursuant to such agreement. Such agreement must be approved
by the Fund in the manner required by any applicable law, regulation or
administrative pronouncement, and may provide for the payment of
additional reasonable compensation to the Custodian.

9. INVESTMENT IN FUTURES AND OPTIONS

The Custodian shall pursuant to Instructions (which may be standing
instructions) (i) transfer initial margin to a safekeeping bank or,
with respect to options, broker; (ii) pay or demand variation margin to
or from a designated futures commission merchant or other broker based
on daily marking to market calculations and in accordance with accepted
industry practices; and (iii) subject to the Custodian's consent, enter
into separate procedural, safekeeping or other agreements with
safekeeping banks, futures commission merchants and other brokers
pursuant to which such banks and, in the case of options, brokers, will
act as custodian for initial margin deposits in transactions involving
futures contracts and options. The Custodian shall have no custodial or
investment responsibility for any assets transferred to a safekeeping
bank, futures commission merchant or broker pursuant to this paragraph.

10. PROVISIONAL CREDITS AND DEBITS.

(a) The Custodian is authorized, but shall not be obligated, to credit
the account of a Portfolio provisionally on payable date with interest,
dividends, distributions, redemptions or other amounts due. Otherwise,
such amounts will be credited to the Portfolio on the date such amounts
are actually received and reconciled to the Portfolio. In cases where
the Custodian has credited a Portfolio with such amounts prior to
actual collection and reconciliation, the Fund acknowledges that the
Custodian shall be entitled to recover any such credit on demand from
the Fund and further agrees that the Custodian may reverse such credit
if and to the extent that Custodian does not receive such amounts in
the ordinary course of business.

(b) The Fund recognizes that any decision to effect a provisional
credit or an advancement of the Custodian's own funds under this
agreement will be an accommodation granted entirely at the Custodian's
option and in light of the particular circumstances, which
circumstances may involve conditions in different countries, markets
and classes of assets at different times. The Fund shall make the
Custodian whole for any loss which it may incur from granting such
accommodations and acknowledges that the Custodian shall be entitled to
recover any relevant amounts from the Fund on demand. All amounts thus
due to the Custodian shall be paid by the Fund from the account of the
relevant Portfolio unless otherwise paid on a timely basis and in that
connection the Fund acknowledges that the Custodian has a continuing
lien on all assets of such Portfolio to secure such payments and agrees
that the Custodian may apply or set off against such amounts any
amounts credited by or due from the Custodian to the Fund. If funds in
the Portfolio are insufficient to make any such payment the Fund shall
promptly deliver to the Custodian the amount of such deficiency in
immediately available funds when and as specified by the Custodian's
written or oral notification to the Fund.

- C-22 -
<PAGE>

(c) In connection with the Custodian's global custody service the Fund
will maintain deposits at the Custodian's London Branch. The Fund
acknowledges and agrees that such deposits are payable only in the
currency in which an applicable deposit is denominated; that such
deposits are payable only on the Fund's demand at the Custodian's
London Branch; that such deposits are not payable at any of the
Custodian's offices in the United States; and that the Custodian will
not in any manner directly or indirectly promise or guarantee any such
payment in the United States.

The Fund further acknowledges and agrees that such deposits
are subject to cross-border risk, and therefore the Custodian will have
no obligation to make payment of deposits if and to the extent that the
Custodian is prevented from doing so by reason of applicable law or
regulation or any Sovereign Risk event affecting the London Branch or
the currency in which the applicable deposit is denominated. "Sovereign
Risk" for this purpose means nationalization, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto
or de jure; or enactment, promulgation, imposition or enforcement by
any such governmental authority of currency restrictions, exchange
controls, taxes, levies or other charges affecting the property rights
of persons who are not residents of the affected jurisdiction; or acts
of war, terrorism, insurrection or revolution; or any other act or
event beyond the Custodian's control.

THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS
MAINTAINED AT FOREIGN BRANCHES OF UNITED STATES BANKS (INCLUDING, IF
APPLICABLE, ACCOUNTS IN WHICH CUSTOMER FUNDS FOR THE PURCHASE OF
SECURITIES ARE HELD ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE
GUARANTEED BY ANY LOCAL OR FOREIGN GOVERNMENTAL AUTHORITY; ARE
UNSECURED; AND IN A LIQUIDATION MAY BE SUBORDINATED IN PRIORITY OF
PAYMENT TO DOMESTIC (U.S.- DOMICILED) DEPOSITS. THEREFORE, BENEFICIAL
OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY BE UNSECURED CREDITORS OF
THE NORTHERN TRUST COMPANY.

Deposit account balances that are owned by United States residents are
expected to be maintained in an aggregate amount of at least $100,000
or the equivalent in other currencies.

11. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.

(a) In the event that the Board of Directors of the Fund (or a
committee thereof) authorizes the declaration of dividends or
distributions with respect to a Portfolio, an Authorized Person shall
provide the Custodian with Instructions specifying the record date, the
date of payment of such distribution and the total amount payable to
the Transfer Agent or its designee on such payment date.

(b) Upon the payment date specified in such Instructions, the Custodian
shall pay the total amount payable to the Transfer Agent or its
designee out of the moneys specifically allocated to and held for the
account of the appropriate Portfolio.

- C-23 -
<PAGE>

12. SALE AND REDEMPTION OF SHARES.

(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian an Instruction specifying the
name of the Portfolio whose Shares were sold and the amount to be
received by the Custodian for the sale of such Shares.

(b) Upon receipt of such amount from the Transfer Agent or its
designee, the Custodian shall credit such money to the separate account
of the Portfolio specified in the Instruction described in paragraph
(a) above.

(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 12, the Custodian shall pay all original
issue or other taxes required to be paid in connection with such
issuance upon the receipt of an Instruction specifying the amount to be
paid.

(d) Except as provided hereafter, whenever any Shares are redeemed, the
Fund shall deliver or cause to be delivered to the Custodian an
Instruction specifying the name of the Portfolio whose Shares were
redeemed and the total amount to be paid for the Shares redeemed.

(e) Upon receipt of an Instruction described in paragraph (d) above,
the Custodian shall pay to the Transfer Agent (or such other person as
the Transfer Agent directs) the total amount specified in such
Instruction. Such payment shall be made from the separate account of
the Portfolio specified in such Instruction.

13. INDEBTEDNESS.

(a) The Fund or its designee will cause to be delivered to the
Custodian by any bank (excluding the Custodian) from which the Fund
borrows money, using Securities as collateral, a notice or undertaking
in the form currently employed by any such bank setting forth the
amount which such bank will loan to the Fund against delivery of a
stated amount of collateral. The Fund shall promptly deliver to the
Custodian an Instruction stating with respect to each such borrowing:
(1) the name of the Portfolio for which the borrowing is to be made;
(2) the name of the bank; (3) the amount and terms of the borrowing,
which may be set forth by incorporating by reference an attached
promissory note, duly endorsed by the Fund, or other loan agreement;
(4) the time and date, if known, on which the loan is to be entered
into (the "borrowing date"); (5) the date on which the loan becomes due
and payable; (6) the total amount payable to the Fund for the separate
account of the Portfolio on the borrowing date; (7) the market value of
Securities to be delivered as collateral for such loan, including the
name of the issuer, the title and the number of shares or the principal
amount of any particular Securities; (8) whether the Custodian is to
deliver such collateral through the Book-Entry System or a Depository;
and (9) a statement that such loan is in conformance with the 1940 Act
and the Prospectus.

(b) Upon receipt of the Instruction referred to in paragraph (a) above,
the Custodian shall deliver on the borrowing date the specified
collateral and the executed promissory note, if any, against delivery
by the lending bank of the total amount of the loan payable, provided
that the same conforms to the total amount payable as set forth in the

- C-24 -
<PAGE>

Instruction. The Custodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject
to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver as
additional collateral in the manner directed by the Fund from time to
time such Securities specifically allocated to such Portfolio as may be
specified in the Instruction to collateralize further any transaction
described in this Section 13. The Fund shall cause all Securities
released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such
return of collateral as may be tendered to it. In the event that the
Fund fails to specify in such Instruction all of the information
required by this Section 13, the Custodian shall not be under any
obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.

14. CORPORATE ACTION.

Whenever the Custodian or any Sub-Custodian receives information
concerning Securities held for a Portfolio which requires discretionary
action by the beneficial owner of the Securities (other than a proxy),
such as subscription rights, bond issues, stock repurchase plans and
rights offerings, or legal notices or other material intended to be
transmitted to Securities holders ("Corporate Actions"), the Custodian
will give the Fund or its designee notice of such Corporate Actions to
the extent that the Custodian's central corporate actions department
has actual knowledge of a Corporate Action in time to notify the Fund.

When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action
which bears an expiration date is received, the Custodian will endeavor
to obtain an Instruction relating to such Corporate Action from an
Authorized Person, but if such Instruction is not received in time for
the Custodian to take timely action, or actual notice of such Corporate
Action was received too late to seek such an Instruction, the Custodian
is authorized to sell, or cause a Sub-Custodian to sell, such rights
entitlement or fractional interest and to credit the applicable account
with the proceeds and to take any other action it deems, in good faith,
to be appropriate, in which case, provided it has met the standard of
care in Section 16 hereof, it shall be held harmless by the particular
Portfolio involved for any such action.

The Custodian will deliver proxies to the Fund or its designated agent
pursuant to special arrangements which may have been agreed to in
writing between the parties hereto. Such proxies shall be executed in
the appropriate nominee name relating to Securities registered in the
name of such nominee but without indicating the manner in which such
proxies are to be voted; and where bearer Securities are involved,
proxies will be delivered in accordance with an applicable Instruction,
if any.

15. PERSONS HAVING ACCESS TO THE PORTFOLIOS.

(a) Neither the Fund nor any officer, director, employee or agent of
the Fund, the Fund's investment adviser, or any sub-investment adviser,
shall have physical access to the assets of any Portfolio held by the
Custodian or any Sub-Custodian or be authorized or permitted to
withdraw any investments of a Portfolio, nor shall the Custodian or any
Sub-Custodian deliver any assets of a Portfolio to any such person. No
officer, director, employee or agent of the Custodian who holds any
similar position with the Fund's

- C-25 -
<PAGE>

investment adviser, with any sub-investment adviser of the Fund or with
the Fund shall have access to the assets of any Portfolio.

(b) Nothing in this Section 15 shall prohibit any Authorized Person
from giving Instructions to the Custodian so long as such Instructions
do not result in delivery of or access to assets of a Portfolio
prohibited by paragraph (a) of this Section 15.

(c) The Custodian represents that it maintains a system that is
reasonably designed to prevent unauthorized persons from having access
to the assets that it holds (by any means) for its customers.

16. CONCERNING THE CUSTODIAN.

(a) SCOPE OF SERVICES. The Custodian shall be obligated to perform only
such services as are set forth in this Agreement or expressly contained
in an Instruction given to the Custodian which is not contrary to the
provisions of this Agreement.

(b) STANDARD OF CARE.

1. The Custodian will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of
property of the Portfolios. The Custodian shall be liable to,
and shall indemnify and hold harmless the Fund from and
against any loss which shall occur as the result of the
failure of the Custodian or a Sub-Custodian (other than a
foreign securities depository or clearing agency) to exercise
reasonable care with respect to their respective obligations
under this Agreement and the safekeeping of such property. The
determination of whether the Custodian or Sub-Custodian has
exercised reasonable care in connection with the safekeeping
of Fund property shall be made in light of the standards
applicable to the Custodian with respect to similar property
held by it in Chicago, Illinois. The determination of whether
the Custodian or Sub-Custodian has exercised reasonable care
in connection with their other obligations under this
Agreement shall be made in light of prevailing standards
applicable to professional custodians in the jurisdiction in
which such custodial services are performed. In the event of
any loss to the Fund by reason of the failure of the Custodian
or a Sub-Custodian (other than a foreign securities depository
or clearing agency) to exercise reasonable care, the Custodian
shall be liable to the Fund only to the extent of the Fund's
direct damages and expenses, which damages, for purposes of
property only, shall be determined based on the market value
of the property which is the subject of the loss at the date
of discovery of such loss and without reference to any special
condition or circumstances.

2. The Custodian will not be responsible for any act,
omission, or default of, or for the solvency of, any foreign
securities depository or clearing agency approved by the Board
of Directors pursuant to Section (1)(l) or Section 3 hereof.

3. The Custodian will not be responsible for any act,
omission, or default of, or for the solvency of, any broker or
agent (not referred to in paragraph (b)(2) above) which it or
a Sub-Custodian appoints and uses unless such appointment and
use is made or done negligently or in bad faith. In the event
such an appointment and use is made or done negligently or in
bad faith, the Custodian

- C-26 -
<PAGE>

shall be liable to the Fund only for direct damages and
expenses (determined in the manner described in paragraph
(b)(1) above) resulting from such appointment and use and, in
the case of any loss due to an act, omission or default of
such agent or broker, only to the extent that such loss occurs
as a result of the failure of the agent or broker to exercise
reasonable care ("reasonable care" for this purpose to be
determined in light of the prevailing standards applicable to
agents or brokers, as appropriate, in the jurisdiction where
the services are performed).

4. The Custodian shall be entitled to rely, and may act, upon
the advice of counsel (who may be counsel for the Fund) on all
matters and shall be without liability for any action
reasonably taken or omitted in good faith and without
negligence pursuant to such advice.

5. The Custodian shall be entitled to rely upon any
Instruction it receives pursuant to the applicable Sections of
this Agreement that it reasonably believes to be genuine and
to be from an Authorized Person. In the event that the
Custodian receives oral Instructions, the Fund or its designee
shall cause to be delivered to the Custodian, by the close of
business on the same day that such oral Instructions were
given to the Custodian, written Instructions confirming such
oral Instructions, whether by hand delivery, telex or
otherwise. The Fund agrees that the fact that no such
confirming written Instructions are received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in connection with (i) acting upon oral
Instructions given to the Custodian hereunder, provided such
instructions reasonably appear to have been received from an
Authorized Person or (ii) deciding not to act solely upon oral
Instructions, provided that the Custodian first contacts the
giver of such oral Instructions and requests written
confirmation immediately following any such decision not to
act.

6. The Custodian shall supply the Fund or its designee with
such daily information regarding the cash and Securities
positions and activity of each Portfolio as the Custodian and
the Fund or its designee shall from time to time agree. It is
understood that such information will not be audited by the
Custodian and the Custodian represents that such information
will be the best information then available to the Custodian.
The Custodian shall have no responsibility whatsoever for the
pricing of Securities, accruing for income, valuing the effect
of Corporate Actions, or for the failure of the Fund or its
designee to reconcile differences between the information
supplied by the Custodian and information obtained by the Fund
or its designee from other sources, including but not limited
to pricing vendors and the Fund's investment adviser. Subject
to the foregoing, to the extent that any miscalculation by the
Fund or its designee of a Portfolio's net asset value is
attributable to the willful misfeasance, bad faith or
negligence of the Custodian (including any Sub-Custodian other
than a foreign securities depository or clearing agency) in
supplying or omitting to supply the Fund or its designee with
information as aforesaid, the Custodian shall be liable to the
Fund for any resulting loss (subject to such de minimis rule
of change in value as the Board of Directors may from time to
time adopt).

- C-27 -
<PAGE>

(c) LIMIT OF DUTIES. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation
to inquire into, and shall not be liable for:

1. The validity of the issue of any Securities purchased by
any Portfolio, the legality of the purchase thereof, or the
propriety of the amount specified by the Fund or its designee
for payment therefor;

2. The legality of the sale of any Securities by any Portfolio
or the propriety of the amount of consideration for which the
same are sold;

3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;

4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;

5. The legality of the declaration or payment of any dividend
or distribution by the Fund; or

6. The legality of any borrowing.

(d) The Custodian need not maintain any insurance for the exclusive
benefit of the Fund, but hereby warrants that as of the date of this
Agreement it is maintaining a bankers Blanket Bond and hereby agrees to
notify the Fund in the event that such bond is canceled or otherwise
lapses.

(e) Consistent with and without limiting the language contained in
Section 16(a), it is specifically acknowledged that the Custodian shall
have no duty or responsibility to:

1. Question any Instruction or make any suggestions to the
Fund or an Authorized Person regarding any Instruction;

2. Supervise or make recommendations with respect to
investments or the retention of Securities;

3. Subject to Section 16(b)(3) hereof, evaluate or report to
the Fund or an Authorized Person regarding the financial
condition of any broker, agent or other party to which
Securities are delivered or payments are made pursuant to this
Agreement; or

4. Review or reconcile trade confirmations received from
brokers.

(f) AMOUNTS DUE FROM OR TO TRANSFER AGENT. The Custodian shall not be
under any duty or obligation to take action to effect collection of any
amount due to any Portfolio from the Transfer Agent or its designee nor
to take any action to effect payment or distribution by the Transfer
Agent or its designee of any amount paid by the Custodian to the
Transfer Agent in accordance with this Agreement.

(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund and specifically allocated to a
Portfolio are such as may properly be held by the

- C-28 -
<PAGE>

Fund under the provisions of the Articles of Incorporation and the
Prospectus.

(h) INDEMNIFICATION. The Fund agrees to indemnify and hold the
Custodian harmless from all loss, cost, taxes, charges, assessments,
claims, and liabilities (including, without limitation, liabilities
arising under the Securities Act of 1933, the Securities Exchange Act
of 1934 and the 1940 Act and state or foreign securities laws) and
expenses (including reasonable attorneys fees and disbursements)
arising directly or indirectly from any action taken or omitted by the
Custodian (i) at the request or on the direction of or in reliance on
the advice of the Fund or in reasonable reliance upon the Prospectus or
(ii) upon an Instruction; provided, that the foregoing indemnity shall
not apply to any loss, cost, tax, charge, assessment, claim, liability
or expense to the extent the same is attributable to the Custodian's or
any Sub-Custodian's (other than a foreign securities depository or
clearing agency) negligence, willful misconduct, bad faith or reckless
disregard of duties and obligations under this Agreement or any other
agreement relating to the custody of Fund property.

(i) The Fund agrees to hold the Custodian harmless from any liability
or loss resulting from the imposition or assessment of any taxes or
other governmental charges on a Portfolio.

(j) Without limiting the foregoing, the Custodian shall not be liable
for any loss which results from:

1. the general risk of investing;

2. subject to Section 16(b) hereof, investing or holding
property in a particular country including, but not limited
to, losses resulting from nationalization, expropriation or
other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or
fluctuations; and market conditions which prevent the orderly
execution of securities transactions or affect the value of
property held pursuant to this Agreement; or

3. consequential, special or punitive damages for any act or
failure to act under any provision of this Agreement, even
if advised of the possibility thereof.

(k) No party shall be liable to the other for any loss due to forces
beyond their control including but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.

(1) INSPECTION OF BOOKS AND RECORDS. The Custodian shall create and
maintain all records relating to its activities and obligations under
this Agreement in such manner as will meet the obligations of the Fund
under the 1940 Act, with particular attention to Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder, and under applicable federal and
state laws. All such records shall be the property of the Fund and
shall at all times during regular business hours of the Custodian be
open for inspection by duly authorized officers, employees and agents
of the Fund and by the appropriate employees of the Securities and
Exchange Commission. The Custodian shall, at the Fund's request, supply
the Fund

- C-29 -
<PAGE>

with a tabulation of Securities and shall, when requested to
do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in such
tabulations.

(m) ACCOUNTING CONTROL REPORTS. The Custodian shall provide the Fund
with any report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System, each Depository, and each
Sub-Custodian and with an annual report on its own systems of internal
accounting control.

17. TERM AND TERMINATION.

(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until terminated in accordance with Section 17(b).

(b) Either of the parties hereto may terminate this Agreement with
respect to any Portfolio by giving to the other party a notice in
writing specifying the date of such termination, which, in case the
Fund is the terminating party, shall be not less than 60 days after the
date of Custodian receives such notice or, in case the Custodian is the
terminating party, shall be not less than 90 days after the date the
Fund receives such notice. In the event such notice is given by the
Fund, it shall be accompanied by a certified resolution of the Board of
Directors, electing to terminate this Agreement with respect to any
Portfolio and designating a successor custodian or custodians.

In the event such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a certified
resolution of the Board of Directors, designating a successor custodian
or custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian, which shall be a person
qualified to so act under the 1940 Act. If the Fund fails to designate
a successor custodian with respect to any Portfolio, the Fund shall
upon the date specified in the notice of termination of this Agreement
and upon the delivery by the Custodian of all Securities (other than
Securities held in the Book-Entry System which cannot be delivered to
the Fund) and moneys of such Portfolio, be deemed to be its own
custodian and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry System which cannot be
delivered to the Fund.

(c) Upon the date set forth in such notice under paragraph (b) of this
Section 17, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and moneys then held by the
Custodian and specifically allocated to the Portfolio or Portfolios
specified, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall then be entitled with
respect to such Portfolio or Portfolios.

18. MISCELLANEOUS.

(a) Annexed hereto as Schedule A is a certification signed by two of
the present officers of the Fund setting forth the names of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the
event

- C-30 -
<PAGE>

that other or additional Authorized Persons are elected or
appointed. Until such new certification is received by the Custodian,
the Custodian shall be fully protected in acting under the provisions
of this Agreement upon Instructions which Custodian reasonably believes
were given by an Authorized Person, as identified in the last delivered
certification. Unless such certification specifically limits the
authority of an Authorized Person to specific matters or requires that
the approval of another Authorized Person is required, Custodian shall
be under no duty to inquire into the right of such person, acting
alone, to give any instructions whatsoever under this Agreement.

(b) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at
its offices at its address stated on the first page hereof or at such
other place as the Custodian may from time to time designate in
writing.

(c) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund, shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its offices
at its address shown on the first page hereof or at such other place as
the Fund may from time to time designate in writing.

(d) Except as expressly provided herein, Agreement may not be amended
or modified in any manner except by a written agreement executed by
both parties with the same formality as this Agreement.

(e) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund, and any attempted assignment
without such written consent shall be null and void.

(f) This Agreement shall be construed in accordance with the laws of
the State of Illinois.

(g) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.

(h) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.

(i) The Fund and the Custodian agree that the obligations of the Fund
under this Agreement shall not be binding upon or any member of the
Board of Directors or any shareholder, nominee, officer, employee or
agent, whether past, present or future, of the Fund individually, but
are binding only upon the assets and property of the Fund or of the
appropriate Portfolio(s) thereof. The execution and delivery of this
Agreement have been duly authorized by Fund and signed by an authorized
officer of the Fund, acting as such, but neither such authorization by
the Fund nor such execution and delivery by such officer shall be
deemed to have been made by any member of the Board of Directors or by
any officer or shareholder of the Fund individually or to impose any
liability on any of

- C-31 -
<PAGE>

them personally, but shall bind only the assets and property of the
Fund or of the appropriate Portfolio(s) thereof.]

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective representatives duly authorized as
of the day and year first above written.

By: /S/ JAMES J. ROSLONIEC
Name: James J. Rosloniec
Title: President

The undersigned, Allan D. Engel, does hereby certify that he is the duly
elected, qualified and acting Secretary of Amway Mutual Fund Trust (the "Fund")
and further certifies that the person whose signature appears above is a duly
elected, qualified and acting officer of the Fund with full power and authority
to execute this Custody Agreement on behalf of the Fund and to take such other
actions and execute such other documents as may be necessary to effectuate this
Agreement.

/S/ ALLAN D. ENGEL
Secretary
Amway Mutual Fund

THE NORTHERN TRUST COMPANY

By: /S/ PEGGY O'LEARY
Name: Peggy O'Leary
Title: Vice President

- C-32 -
<PAGE>

SCHEDULE A

CERTIFICATION OF AUTHORIZED PERSONS

Pursuant to paragraphs 1(b) and 18(a) of the Agreement, the undersinged
officers of [Fund Name] hereby certify that the person(s) whose name(s) and
signature(s) appear below have been duly authorized by the Board of Directors to
give Instructions on behalf of the Fund.

NAME SIGNATURE

JAMES J. ROSLONIEC /S/ JAMES J. ROSLONIEC
----------------------- ----------------------
ALLAN D. ENGEL /S/ ALLAN D. ENGEL
----------------------- ----------------------
KATHLEEN VOGELSANG /S/ KATHLEEN VOGELSANG
----------------------- ----------------------
(Repetitive wire transfers to Amway
Mutual Fund Redemption Account)

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

Certified as of the 1st day of December, 1998.

OFFICER: OFFICER:

_______________________________ /S/ JAMES J. ROSLONIEC
(Signature) (Signature)

_______________________________ JAMES J. ROSLONIEC
(Name) (Name)

_______________________________ VICE PRESIDENT
(Title) (Title)

- C-33 -

<PAGE>

SCHEDULE B

CUSTODY FEE SCHEDULE

ACCOUNT FEES

<S> <C>
Base charge per securities portfolio $2,000 per annum

ASSET-BASED FEES

United States 1.0 basis points

TRANSACTION FEES

Securities Trades $ 10 per
Future/option transactions $ 50 per
Third-party payments and fixed deposits outside Northern Trust $ 50 per
Wire Transfers $ 8 per
</TABLE>

OUT OF POCKET EXPENSES

Costs relating but not limited to stamp duty, security re-registration
or other fees resulting from participation in a particular market will
be passed through if and as applicable.

SECURITIES LENDING

Northern Trust has an extensive securities lending program.
Historically we have been very successful in offsetting significant
portions or all of client custody fees through lending activity. We
would be happy to provide an evaluation of revenue potential, if
desired.

- C-34 -
<PAGE>

RISK & PERFORMANCE SERVICES

As the largest Bank provider of Performance Services, Northern Trust
has an array of products available to assist in managing risk as well
as analyzing performance. If this value-added service is of interest we
would be happy to provide a proposal.

MATERIAL CHANGES

The fees quoted above are offered contingent upon the information
provided and assume that actual experience will not be materially
different from projected activity. "Material" changes, for the purposes
of this provision, will be changes in excess of 10% from the
assumptions used.

TERMS OF PROPOSAL

Fees will be calculated and debited to the account quarterly.

ACCEPTANCE

By: Amway Mutual Fund

/S/ JAMES J. ROSLONIEC
-----------------------
(Name)

VICE PRESIDENT
-----------------------
(Title)

DECEMBER 1, 1998
-----------------------
(Date)

By: The Northern Trust Company

/S/ PEGGY O'LEARY
-----------------------
(Name)

VICE PRESIDENT
-----------------------
(Title)

JANUARY 10, 1998
-----------------------
(Date)

- C-35 -

<PAGE>

AMWAY MUTUAL FUND
FORM N-1A

PART C

OTHER INFORMATION

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Amway Mutual Fund
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 14, 1999, relating to the financial statements, schedules
and selected per share data and ratios of Amway Mutual Fund appearing in the
Company's Annual Shareholders Report for the year ended December 31, 1998.

We also consent to the reference to us under the captions "Financial
Highlights" in the Prospectus and "Auditors" in the Statement of Additional
Information.

/s/ BDO Seidman, LLP
BDO Seidman, LLP

Grand Rapids, Michigan
February 25, 1999

- C-36 -
<PAGE>

AMWAY
MUTUAL
FUND

ANNUAL
REPORT
1998

LOGO

AMWAY MUTUAL FUND
575 Fulton Street East
Ada, Michigan 49355-7150
FORWARDING SERVICE REQUESTED
BULK RATE
U.S. POSTAGE
PAID
Grand Rapids, MI
PERMIT 522

- C-37 -
<PAGE>

AMWAY MUTUAL FUND

Dear Shareholders:

I am pleased to provide you with the Annual Report to Shareholders for Amway
Mutual Fund for the period ended December 31, 1998.

The long bull market continued in 1998, and the stock market hit new record
highs. Interest rates and inflation remained low, and economic indicators
provided evidence that the economy remains strong. Your fund's performance
continued to add value, with a return of 10.17% for the year. Assets in the fund
increased from $139,165,575 to $179,955,404 at the end of 1998. Please review
the following pages for more information on how your fund performed over various
time periods, a discussion of the stock market in 1998, and how the investment
strategies of the fund impacted performance.

We remain committed to our value strategy. A value investor is concerned with
the price of a stock in relation to fundamental indicia of value such as
earnings per share and book value. This may be contrasted with a growth investor
who is primarily concerned with anticipated earnings growth. The value
investor's assumption is that a stock that is priced too low in the market will
eventually see its price rise to reflect its true value. Investing in reasonably
priced companies with growth potential has historically outperformed a growth
strategy of buying a stock at any price. In addition, a typical value style does
not experience large up and down swings with the market, but remains more stable
over time. Value stocks can steadily add value to a portfolio while reducing
risk.

During 1998, high priced growth stocks led the stock market to new highs. We
believe eventually growth stocks will realize more normal valuations, and our
defensive value strategy will reward our investors.

All of us at Amway Mutual Fund will continue to do our best to provide you
with excellent service and performance. Thank you for your confidence in the
Fund.

Sincerely

/s/James J. Rosloniec
James J. Rosloniec
PRESIDENT
- C-38 -
<PAGE>
<TABLE>
<CAPTION>

AMWAY MUTUAL FUND
AVERAGE ANNUAL TOTAL RETURN*
PERIODS ENDED DECEMBER 31, 1998
ONE YEAR FIVE YEAR TEN YEAR
<S> <C> <C> <C>
Amway Mutual Fund** 10.17% 15.36% 15.93%
Russell 1000 Value*** 15.63% 20.85% 17.39%
S&P 500**** 28.58% 24.06% 19.21%
</TABLE>

Growth of an assumed $10,000 investment in Amway Mutual Fund from 12/31/88
through 12/31/98

CHART:

<<<CHART DATA HERE

*The illustrations include recurring expenses incurred by all shareholder
accounts, and all ordinary income dividends and capital gain distributions
reinvested at net asset value (without sales charge). Prior to 1991 and 1998 the
Fund had a maximum sales charge of 6% and 3% respectively, based upon amount of
shares purchased. Performance prior to April 22, 1998 does not reflect the Funds
12b-1 fee of 0.25%. No adjustments have 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.
Past performance is not predictive of future performance. Returns and net asset
value fluctuate and an investor's shares, when redeemed, may be worth more or
less than their original investment. For additional information, see the
prospectus, Statement of Additional Information and the Financial Highlights at
the end of this report.

**Ark Asset Management became the Fund's subadvisor on May 1, 1995. The
Fund's average annualized return since May 1, 1995 is 22.1%. The average
annualized return of the Russell 1000 Value Index since May 1, 1995 is 25.9%.

***The Russell 1000 Value Index represents a composite of value stocks
representative of the Fund's investment objectives and strategies which is
compiled independently by the Frank Russell Company, and is not impacted by the
Fund's operating expenses.

****The Standard and Poor's 500 Stock Index represents an unmanaged index
generally representative of the U.S. stock market and is not impacted by the
Fund's operating expenses.

- C-39 -
<PAGE>
AMWAY MUTUAL FUND

INVESTMENT MANAGER REVIEW

For the fourth consecutive year, U.S. equity markets provided exceptional
returns to investors in 1998, particularly in large growth stocks. Although the
market finished up for the year, it was a volatile market with large swings
between highs and lows. The year started out strong, with the market surging in
the first quarter, surpassing performance expectations for the entire year. The
market remained strong in the second quarter, with investors remaining confident
despite a declining global economy. A major market correction occurred in the
third quarter, erasing all of the gains during the year, and pushing the stock
market into negative territory. A series of interest rate cuts by the Federal
Reserve Board buoyed investor's confidence in the fourth quarter, and the stock
market once again surged into record territory.

However, while market indices reached record levels at the end of 1998, a
common theme during the past year has been the narrow focus of the market. The
S&P 500 has been driven by just 30 large cap growth stocks. These growth stocks,
led by technology stocks, returned 58% for the year and accounted for 65% of the
S&P 500's entire return of 28.58% in 1998. This narrow advance by these 30 large
stocks obscured the fact that the broader market did not perform as well.

Your fund returned 10.17% for 1998, which was less than the S&P 500's return
of 28.58%. Your fund's underperformance relative to the S&P 500 was due to our
adherence to our value discipline. The 30 growth stocks driving the return of
the S&P 500 have price multiples of 44.4 times earnings versus 17 times earnings
for your fund. The average price multiple for the S&P 500 has been between 14
and l6 times earnings over the last seventy years. Because our investment
strategy is designed to outperform over the long term by investing in value
stocks that offer meaningful upside potential and limited downside risk, our
process precludes us from investing in stocks with extremely high valuations.
Our value investment strategy caused us to underweight the technology and
communications service sectors, as stocks in these sectors have experienced
extremely high valuations. High valuations also precluded the fund from owning
the best performers in the Healthcare and Consumer Staples sectors.

Another source of underperformance in your fund was due to an overweighting
in the energy sector. We significantly increased our investments in oil and gas
stocks in the first half of 1998 and through the summer. We believed that prices
would begin to turn up by year-end, however oil prices actually went down as we
experienced the warmest December in forty years.

As we enter 1999, we remain confident in the ultimate value of our portfolio
selection. We continue to apply the value disciplines used in our stock
evaluations. This approach has worked over the long-term. Our approach has not
produced returns that would have allowed us to outperform the market indices in
the last two years. History suggests that consistency in applying our investment
process will eventually yield superior investment results.

We remain invested in stocks that we believe offer meaningful upside
opportunities and limited downside risk. These are characteristics that should
permit your portfolio to outperform over the long term.

- C-40 -
<PAGE>
<TABLE>
<CAPTION>

AMWAY MUTUAL FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
% OF SHARES OR MARKET
INVESTMENTS PAR VALUE VALUE
----------- --------- ---------------
<S> <C> <C> <C>
BANKING 6.93%
Banc One Corp. 50,500 2,578,656
Bank America Corp. (New) 66,800 4,016,350
Chase Manhattan Corp. 52,300 3,559,669
Citigroup, Inc. 37,100 1,836,450
---------------
Total banking 11,991,125
---------------

BUSINESS SERVICES 1.85%
Bell Atlantic Corp. 56,464 3,207,861
---------------

CHEMICALS AND ALLIED PRODUCTS 3.09%
Air Products & Chemicals, Inc. 72,600 2,904,000
DuPont (E.I.) De Nemours 39,300 2,085,356
Hercules, Inc. 13,100 358,613
----------------
Total chemicals and allied products 5,347,969
----------------

COMMUNICATION 4.63%
AT&T Corp. 50,000 3,762,500
GTE Corp. 63,100 4,255,306
---------------
Total communication 8,017,806
---------------

ELECTRIC AND ELECTRONIC EQUIPMENT 7.40%
Alliedsignal, Inc. 62,100 2,751,806
AMP Inc. 26,707 1,390,433
Compaq Computer Corp. 21,000 880,688
Emerson Electric Co. 32,200 2,014,512
Motorola, Inc. 55,900 3,413,394
Raytheon Co. Class A 28,800 1,488,600
Raytheon Co. Class B 16,200 862,650
----------------
Total electric and electronic equipment 12,802,083
----------------

The accompanying notes are an integral part of these financial statements.

- C-41 -
<PAGE>
<CAPTION>
AMWAY MUTUAL FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
% OF SHARES OR MARKET
INVESTMENTS PAR VALUE VALUE
----------- --------- ---------------
<S> <C> <C> <C>
ELECTRIC, GAS AND SANITARY SERVICES 3.73%
Dominion Resources, Inc. 19,100 892,925
FirstEnergy Corp. 45,300 1,475,081
Pacificorp 63,200 1,331,150
Texas Utilities Co. 59,100 2,759,231
---------------
Total electric, gas and sanitary services 6,458,387
---------------

FABRICATED METAL PRODUCTS 2.97%
Crown Cork & Seal Company 66,700 2,055,194
Masco Corp. 107,500 3,090,625
---------------
Total fabricated metal products 5,145,819
---------------

FOOD AND KINDRED PRODUCTS 3.74%
Archer-Daniels-Midland 213,710 3,673,141
Conagra, Inc. 88,900 2,800,350
---------------
Total food and kindred products 6,473,491
---------------

FURNITURE AND FIXTURES 1.70%
Newell Co. 71,200 2,937,000
---------------

GENERAL MERCHANDISE STORES 5.71%
Consolidated Stores Corp. 54,400* 1,098,200
Federated Department Stores 104,700* 4,560,994
May Dept. Stores Co. 24,000 1,449,000
Sears, Roebuck & Company 55,500 2,358,750
Venator Group, Inc. 64,600* 415,862
----------------
Total general merchandise stores 9,882,806
---------------

HEALTH SERVICES 1.45%
Tenet Healthcare Corp. 95,400* 2,504,250
---------------

INSTRUMENTS AND RELATED PRODUCTS 3.38%
Baxter International, Inc. 37,800 2,431,013
Eastman Kodak Co. 47,400 3,412,800
---------------
Total instruments and related products 5,843,813
---------------

The accompanying notes are an integral part of these financial statements.

- C-42 -
<PAGE>

AMWAY MUTUAL FUND
% OF SHARES OR MARKET
INVESTMENTS PAR VALUE VALUE
----------- --------- ---------------
<S> <C> <C> <C>
INSURANCE AGENTS, BROKERS AND SERVICE 1.88%
Cigna Corp. 42,100 3,254,856
---------------

INSURANCE CARRIERS 10.97%
Aetna Inc. 54,500 4,285,063
Allstate Corp. 84,300 3,256,088
Chubb Corp. 60,900 3,950,887
Loews Corp. 19,500 1,915,875
St. Paul Cos., Inc. 78,700 2,734,825
Unum Corp. 48,600 2,837,025
---------------
Total insurance carriers 18,979,763
--------------

LUMBER AND WOOD PRODUCTS .65%
Georgia-Pacific Corp. 6,000 351,375
Weyerhaeuser Co. 15,300 777,431
----------------
Total lumber and wood products 1,128,806
---------------

MACHINERY, EXCEPT ELECTRICAL 3.73%
Deere & Co. 71,200 2,358,500
Electronic Data Systems Corp. 4,200 211,050
Hewlett-Packard Co. 13,100 894,894
International Business Machines 8,300 1,533,425
Seagate Technology 48,200* 1,458,050
---------------
Total machinery, except electrical 6,455,919
---------------

OIL AND GAS EXTRACTION 11.33%
Burlington Resources 81,600 2,922,300
Conoco, Inc. CLA 101,300* 2,114,637
Halliburton Co. 80,600 2,387,775
Occidental Petroleum Corp. 139,200 2,349,000
Praxair, Inc. 79,800 2,812,950
Schlumberger Ltd. 46,200 2,130,975
Tenneco, Inc. 44,000 1,498,750
Union Pacific Resources 105,300 954,281
Unocal Corp. 83,300 2,431,319
---------------
Total oil and gas extraction 19,601,987
--------------

The accompanying notes are an integral part of these financial statements.

- C-43 -
<PAGE>
AMWAY MUTUAL FUND
% OF SHARES OR MARKET
INVESTMENTS PAR VALUE VALUE
----------- --------- ---------------
<S> <C> <C> <C>
PAPER AND ALLIED PRODUCTS 5.69%
Champion International Corp. 34,100 1,381,050
Fort James Corp. 84,500 3,380,000
Kimberly-Clark Corp. 66,300 3,613,350
Minnesota Mining & Mfg. Co. 20,700 1,472,287
---------------
Total paper and allied products 9,846,687
---------------
PETROLEUM AND COAL PRODUCTS 4.37%
Amerada Hess Corp. 38,100 1,895,475
Atlantic Richfield Company 61,500 4,012,875
Texaco, Inc. 31,100 1,644,413
---------------
Total petroleum and coal products 7,552,763
---------------
PRIMARY METAL INDUSTRIES 1.04%
Aluminum Co. of America 12,100 902,206
Nucor Corporation 20,600 890,950
----------------
Total primary metal industries 1,793,156
---------------
PRINTING AND PUBLISHING 1.60%
Gannett Co. 41,800 2,766,637
---------------
RAILROAD TRANSPORTATION 4.90%
Burlington Northern Santa Fe 1 110,400 3,726,000
CSX Corp. 69,900 2,900,850
Union Pacific Corp. 41,000 1,847,563
---------------
Total railroad transportation 8,474,413
---------------
RUBBER AND MISC. PLASTICS PRODUCTS 1.49%
Goodyear Tire & Rubber Co. 51,200 2,582,400
---------------
STONE, CLAY AND GLASS PRODUCTS 2.06%
Corning, Inc. 29,400 1,323,000
PPG Industries 38,600 2,248,450
---------------
Total stone, clay and glass products 3,571,450
---------------
TRANSPORTATION EQUIPMENT 3.71%
Dana Corp. 77,100 3,151,463
Lockheed Martin Corp. 38,200 3,237,450
---------------
Total transportation equipment 6,388,913
---------------

Total Common Stock - 100% (cost $170,550,608) $173,010,160
===============

Non-dividend producing as of December 31, 1998

The accompanying notes are an integral part of these financial statements.
</TABLE>

- C-44 -
<PAGE>
AMWAY MUTUAL FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
ASSETS
Investments in securities, at market
(identified cost $170,550,608)
(Notes 1 and 5) $173,010,160
Cash 6,762,169
Receivables:
Dividends 390,218
Fund shares sold 85,532
Interest 18,469
Prepaid insurance 1,439
Reorganization costs 132,161
-------------
TOTAL ASSETS 180,400,148
-------------
LIABILITIES
Accounts payable:
Advisory fee (Note 6) 225,683
12b-1 fee (Note 6) 107,842
Transfer agent fee (Note 6) 66,789
Fund shares redeemed 40,429
Accrued expenses 4,000
-------------
TOTAL LIABILITIES 444,743
-------------
Net Assets Capital stock
(40,000,000 shares of $1.00
par value authorized),
amount paid in on 25,055,031
shares outstanding (Note 4) 178,067,593
Undistributed net investment
income 6,548
Distributions in excess of net
realized gain on investments (578,288)
Net unrealized appreciation
on investments 2,459,552
-------------
TOTAL NET ASSETS
(equivalent to $7.18 per share) $179,955,405
=============
Net asset value per share:
Class A - based on net assets
of $179,820,020 and 25,036,114
shares outstanding $7.18
Class R - based on net assets
of $135,385 and 18,916
shares outstanding $7.16

STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
Income:
Dividends $3,040,736
Interest 200,443
Securities litigation settlement 12,380
-------------
Total income 3,253,559

Expenses:
Advisory fee (Note 6) 864,715
12b-1 fee - Class A (Note 6) 285,016
Transfer agent fees - Class A
(Note 6) 262,173
Transfer agent fees - Class R
(Note 6) 58
Custodian fee 51,560
Shareholder communications 33,894
Data processing service (Note 7) 31,306
Audit fees 26,722
Amortization of reorganization costs 16,056
Registration fees 16,043
Taxes 15,060
Insurance 12,887
Legal services 4,186
-------------
Total expenses 1,619,676
Fees paid indirectly (Note 7) (31,306)
Net expenses 1,588,370
-------------
NET INVESTMENT INCOME 1,665,189
-------------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain (Note 5) 25,406,792
Unrealized appreciation on
investments:
Beginning of year 12,817,017
End of year 2,459,552
-------------
Net change in unrealized
appreciation on investments (10,357,465)
-------------
NET GAIN ON INVESTMENTS 15,049,327
-------------
NET INCREASE IN NET
ASSETS RESULTING FROM
OPERATIONS $16,714,516
=============

The accompanying notes are an integral part of these financial statements.

- C-45 -
<PAGE>
<TABLE>
<CAPTION>
AMWAY MUTUAL FUND

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------------------------------
1998 1997
- -----------------------------------------------------------------------------------------------------------
NET ASSETS FROM OPERATIONS
<S> <C> <C>
Net investment income $ 1,665,189 $ 1,445,186
Net realized gain on investments 25,406,792 22,171,305
Net increase (decrease) in unrealized appreciation (10,357,465) 2,903,231
------------ --------------
Net increase in net assets resulting from operations 16,714,516 26,519,722
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3)
Net investment income:
Class A (1,662,878) (1,415,589)
Class R (1,625) -
Net realized gain from investment transactions:
Class A (25,670,393) (22,425,859)
Class R (19,517) -
------------ --------------
Total distributions to shareholders (27,354,413) (23,841,448)
------------ --------------
CAPITAL SHARE TRANSACTIONS (NOTES 4 AND 6)
Net proceeds from sales of shares:
Class A 165,648,672 18,823,240
Class R 135,152 -
Net asset value of shares issued to shareholders in reinvestments of
investment income and realized gain from security transactions:
Class A 25,976,297 23,180,330
------------- -------------
Class R 21,142 -
Payment for shares redeemed:
Class A (40,349,536) (18,845,671)
------------ ------------
Net increase in net assets derived from
capital share transactions 51,431,727 23,157,899
------------- -------------
Net Increase in Net Assets 40,791,830 25,836,173
NET ASSETS
Beginning of year 139,163,575 113,327,402
------------ ------------
End of year (includes undistributed net investment income of
$6,548 and $5,862, respectively) $179,955,405 $139,163,575
============ ============
</TABLE>

NOTES TO FINANCIAL STATEMENTS

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
Amway Mutual Fund (Fund) is a series of Amway Mutual Fund Trust (Trust), an
open-end management investment company registered under the Investment Company
Act of 1940. The Trust was organized as a Delaware business trust on February 2,
1998. The Fund is the successor of Amway Mutual Fund, Inc. (See Note 2)

(A)Share Classes - The Fund offers two classes of shares (Class A and Class
R).
Each share of Class A and Class R represents an equal proportionate interest
in the Fund and, generally, will have identical voting, dividend, liquidation,
and other rights and the same terms and conditions. Each class will have
exclusive voting rights with respect to matters affecting only that class. Each
class bears different distribution, shareholder servicing and transfer agent
expenses. Income, non-class specific expenses, and realized and unrealized gains
or losses on investments are allocated to each class of shares based on its
relative net assets.
- C-46 -
<PAGE>
AMWAY MUTUAL FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(B)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 is 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, 1998), and other
assets of the Fund are valued at fair market value as determined in good faith
by the Fund's Board of Trustees.
(C)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.
(D)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.
(E)Reorganization Costs - Costs incurred during the Fund's reorganization and
issuance of Class R shares are being amortized over a period of 60 months using
the straight-line method.

NOTE 2-REORGANIZATION AND REGISTRATION OF CLASS R SHARES
The Fund, formerly Amway Mutual Fund, Inc., was reorganized as a series of
the Trust in accordance with the Agreement and Plan of Reorganization, approved
on April 28, 1998 by the shareholders and Board of Trustees of Amway Mutual
Fund, Inc.
In 1998, the Fund began offering Class R shares, following their registration
with the SEC on November 1, 1998. These shares are offered to tax-exempt
retirement and benefit plans of Amway Corporation and its affiliates, and are
not subject to any sales charges or 12b-1 distribution fees.

NOTE 3-DISTRIBUTION TO SHAREHOLDERS
On December 18, 1998, a distribution of $1.3117 and $1.3345 aggregating
$27,333,271 and $21,142 was declared from ordinary income and net realized gains
from investment transactions (including $.6516 applicable to short-term gains
that are taxable to shareholders as ordinary income dividends and $.5803
applicable to long-term gains) during 1998, for Class A and Class R,
respectively. The dividend was paid on December 23, 1998 to shareholders of
record on December 17, 1998.
On December 16, 1997, a distribution of $1.60 aggregating $23,841,448 was
declared from ordinary income and net realized gains from investment
transactions (including $.73 applicable to short-term gains that are taxable to
shareholders as ordinary income dividends and $.775 applicable to long-term
gains) during 1997 for Class A. The dividend was paid on December 22, 1997 to
shareholders of record on December 16, 1997.

NOTE 4-CAPITAL STOCK
At December 31, 1998, there were 40,000,000 shares of $1.00 par value capital
stock authorized. Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------------------
1998 1997
CLASS A CLASS R CLASS A
- -------------------------------------------------------------------------------------------------------
Shares
<S> <C> <C> <C>
Outstanding, beginning of year 17,999,216 - 14,871,253
---------- ----------- ------------
Sold 8,659,484 15,908 2,394,827
Issued in payment of dividends 3,684,581 3,008 3,006,527
---------- ----------- ------------
12,344,065 18,916 5,401,354
Redeemed 5,307,166 - 2,273,391
---------- ----------- ------------
Net increase for the year 7,036,899 18,916 3,127,963
---------- ----------- ------------
Outstanding, end of year 25,036,115 18,916 17,999,216
---------- ----------- ------------

</TABLE>
- C-47 -
<PAGE>
NOTE 5-INVESTMENT TRANSACTIONS
At December 31, 1998, the cost of investments owned was $171,066,567 for
federal income tax purposes. Aggregate gross unrealized gains on securities in
which there was an excess of market value over tax cost were $15,506,831.
Aggregate gross unrealized losses on securities in which there was an excess of
tax cost over market value were $13,563,239. Net unrealized gains for tax
purposes were $1,943,592 at December 31, 1998.
Realized gains from sales of investments were determined on the basis of
specific identification. For tax purposes, gains of $25,688,454 were realized on
investments.
For the year ended December 31, 1998, cost of purchases and proceeds from
sales of investments, other than corporate short-term notes, aggregated
$181,480,756 and $157,613,642, respectively.
NOTE 6-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund has entered into an Advisory and Service Contract (Contract) with
Amway Management Company (Investment Advisor). Under the Contract, the Fund
employs the Investment Advisor to furnish investment advice and manage on a
regular basis the investment portfolio of the Fund; 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
exceptions) administering its affairs; and to pay the salaries and fees of all
Officers and Trustees of the Fund. Except when otherwise specifically directed
by the Fund, the Investment Advisor 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 Advisor shall be permitted to enter into
an agreement with another advisory organization (sub-advisor), whereby the
sub-advisor 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. In return for its Investment Advisor services, the Fund pays the
Investment Advisor quarterly, pursuant to the contract, a fee at the annual rate
of 0.55% on the first $100 million of average daily net assets of the Fund,
0.50% on the next $50 million in assets, and 0.45% on the next $50 million in
assets. When the Fund's assets reach $200 million, the rate would be 0.50% on
assets up to $200 million and 0.45% on assets in excess of $200 million, so long
as the Fund continued to have at least $200 million in assets. The advisory fee
incurred by the Fund amounted to $864,715 for the year ended December 31, 1998.
The Investment Advisor has entered into a Sub-Advisory Agreement with Ark
Asset Management Co., Inc. (Sub-Advisor). Under the Sub-Advisory Agreement, the
Advisor employs the Sub-Advisor to furnish investment advice and manage on a
regular basis the investment portfolio of the Fund, subject to the direction of
the Advisor, the Board of Trustees of the Fund, and to the provisions of the
Fund's current Prospectus. Except when otherwise specifically directed by the
Fund or the Advisor, the Sub-Advisor 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 Advisor, not the
Fund, pays the Sub-Advisor a fee at the annual rate of 0.45% on the first $100
million of average daily net assets of the Fund, 0.40% on the next $50 million
in assets, and 0.35% on the next $50 million in assets. When the Fund's assets
reach $200 million, the rate would be 0.40% on assets up to $200 million and
0.35% on assets in excess of $200 million, so long as the Fund continued to have
at least $200 million in assets.
Under the Plan and Agreement of Distribution, pursuant to Rule 12b-1 under
the Investment Company Act of 1940 with Amway Management Company (AMC), which
became effective on April 22, 1998, AMC provides services in connection with
distributing the Fund's shares. For these services rendered, the Fund
compensates AMC at a maximum annual rate of .25 of 1% of the average net assets
of the Fund.
On April 1, 1998, commissions paid to the Investment advisor were eliminated.
Prior to that, the commissions paid by the shareholder upon purchase of the
Fund's shares amounted to $473,151 in 1998.
The Fund has a transfer agency and dividend disbursing agency agreement with
AMC. Under this agreement, AMC is the agent for transfer of the Fund's shares
and disbursement of the Fund's distributions. The fees incurred by the Fund in
connection with these services were $262,173 and $58 for Class A and Class R,
respectively, for 1998.
A beneficial shareholder of Amway Management Company is also a beneficial
shareholder of 33.1% (as of December 31, 1998) of the outstanding capital shares
of the Fund.
Certain officers and trustees of the Fund are affiliated with the investment
advisor and transfer agent.
The officers serve without compensation from the Fund. Trustees' fees,
amounting to $29,500 in 1998, were paid by Amway Management Company, the Fund's
investment advisor. The trustees' payments consist of an annual retainer plus a
per meeting fee.

- C-48 -
<PAGE>
AMWAY MUTUAL FUND

NOTES TO FINANCIAL STATEMENTS
(CONCLUDED)

NOTE 7-DATA PROCESSING SERVICE
Portfolio accounting services for the Fund in the amount of $31,306 are paid
for through the use of directed brokerage commissions.
NOTE 8-SUBSEQUENT EVENT
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 Fund common stock shares. On January 14, 1999, the
Corporations purchased 353,892 Amway Mutual Fund shares valued at $2,526,792
(based on the net asset value of $7.14 per share) and transferred the shares to
these distributors.
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD.)
YEAR ENDED DECEMBER 31,
CLASS R* CLASS A
------- -------------------------------------------------------------------
1998 1998 1997 1996 1995** 1994
------- -------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period $8.42 $7.73 $7.62 $7.43 $6.88 $7.71
--------- ---------- ----------- ----------- ----------- -----------
Income (loss) from investment operations:
Net investment income .09 .08 .09 .10 .10 .03
Net realized and unrealized gain
(loss) on securities (.02) .68 1.62 1.59 1.98 (.49)
--------- ---------- ----------- ----------- ----------- -----------
Total income (loss) from
investment operations .07 .76 1.71 1.69 2.08 (.46)
--------- ---------- ----------- ----------- ----------- -----------
Distributions:
Dividends from net investment income .10 .08 .10 .09 .11 .03
Distributions from capital gains 1.23 1.23 1.50 1.41 1.42 .34
--------- ---------- ----------- ----------- ----------- -----------
Total distributions 1.33 1.31 1.60 1.50 1.53 .37
--------- ---------- ----------- ----------- ----------- -----------
Net Asset Value, end of period $7.16 $7.18 $7.73 $7.62 $7.43 $6.88
--------- ---------- ----------- ----------- ----------- -----------
Total Return*** 7.08% 10.17% 22.50% 23.18% 30.55% (5.87%)
Ratios/Supplemental Data
Net assets, end of period $135,385 $179,820,020 $139,163,575 $113,327,402 $77,248,295 $58,921,134
Ratio of expenses to average net assets**** 1.0% 1.0% .9% 1.0% 1.1% 1.1%
Ratio of net income (loss) to average
net assets 1.8% 1.0% 1.1% 1.2% 1.2% .4%
Portfolio turnover rate 101.1% 101.1% 103.1% 100.4% 173.3% 78.1%
Average commission rate paid per
share for portfolio transactions $.0521 $.0521 $.0574 $.0600 $.0598 $.0597
</TABLE>

*The Fund began offering Class R Shares on November 1, 1998. Class R's return
and ratios have been annualized.
**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 in the years
before 1998.
****The Fund's base 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 includes fees paid with brokerage commissions for
fiscal years ending after September 1, 1995.
- C-49 -
<PAGE>
AMWAY MUTUAL FUND

INDEPENDENT AUDITORS' REPORT

To the Shareholders and
Board of Trustees
Amway Mutual Fund
Ada, Michigan

We have audited the accompanying statement of assets and liabilities of Amway
Mutual Fund, including the schedule of investments, as of December 31, 1998, the
related statement of income for the year then ended, the statements of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial highlights 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 financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1998, by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement and financial highlights presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Amway
Mutual Fund as of December+ 31, 1998, 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 financial highlights for each of the five years in the
period then ended in conformity with generally accepted accounting principles.

Grand Rapids, Michigan
January 14, 1999
- C-50 -
<PAGE>

The index for the financial data schedule required by Rule 483 for Class A follows:
- ----------------------------------------------------------------------------------------
ITEM NO. ITEM DESCRIPTION RESPONSE
- ----------------------------------------------------------------------------------------
<S> <C> <C>
6-03 Investments - cost. 170,550,608
6-04-4 Investments. 173,010,160
6-04-6 Receivables. 494,219
6-04-8 Other assets. 6,895,769
Balancing amount to total assets. -0-
6-04-9 Total assets. 180,400,148
6-04 Accounts payable for securities. -0-
6-04-13 Senior long-term debt. -0-
Balancing amount to total liabilities. 444,743
6-04-14 Total Liabilities. 444,743
6-04-16 Senior equity securities. -0-
6-04-16 Paid-in-capital - common shareholders. 153,012,562
6-04-16 Number of shares or units - current period. 25,036,114
6-04-16 Number of shares or units - prior period. 17,999,216
6-04-17(a) Accumulated undistributed net investment 6,548
income (current year)
Overdistribution of net investment income. -0-
6-04-17(b) Accumulated undistributed net realized -0-
gains (losses).
Overdistribution of realized gains. 578,288
6-04-17(c) Accumulated net unrealized appreciation 2,459,552
(depreciation).
6-04-19 Net assets. 179,820,020
6-07-1(a) Dividend income. 3,040,736
6-07-1(b) Interest income. 200,443
6-07-1(c) Other income. 12,380
6-07-2 Expenses - net. 1,588,370
6-07-6 Net investment income (loss). 1,665,189
6-07-7(a) Realized gains (losses) on investments. 25,406,792
6-07-7(d) Net increase (decrease) in appreciation (10,357,465)
(depreciation).
6-07-9 Net increase (decrease) in net assets resulting 16,714,516
from operations.
6-09-2 Net equalization charges and credits. -0-
6-09-3(a) Distributions from net investment income. 1,662,878
6-09-3(b) Distributions from realized gains. 25,670,393
6-09-3(c) Distributions from other sources. -0-
6-09-4(b) Number of shares sold. 8,659,484
6-09-4(b) Number of shares redeemed. 5,307,166
6-09-4(b) Number of shares issued - reinvestment. 3,684,581
6-09-5 Total increase (decrease). 40,791,830
6-09-6 Accumulated undistributed net investment 5,862
income (prior year).
6-04-17(b) Accumulated undistributed net realized gains -0-
(prior year).
Overdistribution of net investment income -0-
(prior year).
Overdistribution of net realized gains 295,171
(prior year).

- C-51 -
<PAGE>

- ----------------------------------------------------------------------------------------
FORM N-SAR
- ----------------------------------------------------------------------------------------
<S> <C> <C>
72F Gross advisory fees. 864,715
72P Interest Expense. -0-
72X Total expenses (gross). 1,619,676
75 Average net assets. 160,477,572
- ----------------------------------------------------------------------------------------
FORM N-1A
- ----------------------------------------------------------------------------------------
9 Net asset value per share - beginning of 7.73
period.
9 Net investment income (loss) per share. .08
9 Net realized and unrealized gain (loss) per share. .68
9 Dividends per share from net investment income. .08
9 Distributions per share from realized gains. 1.23
9 Per share returns of capital and distributions from -0-
other sources.
9 Net asset value per share - end of period. 7.18
9 Ratio of expenses to average net assets. 1.0
4(b) Average debt outstanding during period. -0-
4(b) Average debt outstanding per share. -0-

- C-52 -
<PAGE>

The index for the financial data schedule required by Rule 483 for Class R follows:
- -------------------------------------------------------------------------------------------
ITEM NO. ITEM DESCRIPTION RESPONSE
- ----------------------------------------------------------------------------------------
<S> <C> <C>
6-03 Investments - cost. 170,550,608
6-04-4 Investments. 173,010,160
6-04-6 Receivables. 494,219
6-04-10 Other assets. 6,895,769
Balancing amount to total assets. -0-
6-04-11 Total assets. 180,400,148
6-05 Accounts payable for securities. -0-
6-04-15 Senior long-term debt. -0-
Balancing amount to total liabilities. 444,743
6-04-16 Total Liabilities. 444,743
6-04-16 Senior equity securities. -0-
6-04-16 Paid-in-capital - common shareholders. 153,012,562
6-04-16 Number of shares or units - current period. 18,916
6-04-16 Number of shares or units - prior period. -0-
6-04-17(a) Accumulated undistributed net investment 6,548
income (current year)
Overdistribution of net investment income. -0-
6-04-17(b) Accumulated undistributed net realized -0-
gains (losses).
Overdistribution of realized gains. 578,288
6-04-17(c) Accumulated net unrealized appreciation 2,459,552
(depreciation).
6-04-20 Net assets. 135,385
6-07-1(a) Dividend income. 3,040,736
6-07-1(b) Interest income. 200,443
6-07-1(c) Other income. 12,380
6-07-2 Expenses - net. 1,588,370
6-07-7 Net investment income (loss). 1,665,189
6-07-7(a) Realized gains (losses) on investments. 25,406,792
6-07-7(d) Net increase (decrease) in appreciation (10,357,465)
(depreciation).
6-07-9 Net increase (decrease) in net assets resulting 16,714,516
from operations.
6-09-3 Net equalization charges and credits. -0-
6-09-3(a) Distributions from net investment income. 1,625
6-09-3(b) Distributions from realized gains. 19,517
6-09-3(c) Distributions from other sources. -0-
6-09-4(b) Number of shares sold. 15,908
6-09-4(b) Number of shares redeemed. -0-
6-09-4(b) Number of shares issued - reinvestment. 3,008
6-09-7 Total increase (decrease). 40,791,830
6-09-8 Accumulated undistributed net investment 5,862
income (prior year).
6-04-17(b) Accumulated undistributed net realized gains -0-
(prior year).
Overdistribution of net investment income -0-
(prior year).
Overdistribution of net realized gains 295,171
(prior year).

- C-53 -
<PAGE>

- ------------------------------------------------------------------------------------------
FORM N-SAR
- ----------------------------------------------------------------------------------------
<S> <C> <C>
72F Gross advisory fees. 864,715
72P Interest Expense. -0-
72X Total expenses (gross). 1,619,676
76 Average net assets. 98,870
- ------------------------------------------------------------------------------------------
FORM N-1A
- ----------------------------------------------------------------------------------------
10 Net asset value per share - beginning of 8.42
period.
10 Net investment income (loss) per share. .09
10 Net realized and unrealized gain (loss) per share. (.02)
Dividends per share from net investment income. .10
10 Distributions per share from realized gains. 1.23
10 Per share returns of capital and distributions from -0-
other sources.
10 Net asset value per share - end of period. 7.16
10 Ratio of expenses to average net assets. 1.0
4(b) Average debt outstanding during period. -0-
4(b) Average debt outstanding per share. -0-
</TABLE>

- C-54 -
<PAGE>

AMWAY MUTUAL FUND
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(a) 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 March 1, 1999.

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

AMWAY MUTUAL FUND TRUST
- --------------------------------------------------------------------------------

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:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Signature Title and Capacity Date
- -------------------------------------------------------------------------------------------------

<S> <C> <C>
/S/JAMES J. ROSLONIEC Principal Executive and March 1, 1999
- ------------------------------
JAMES J. ROSLONIEC Financial Officer and
Trustee

/S/ ALLAN D. ENGEL Principal Accounting March 1, 1999
- ---------------------------------
ALLAN D. ENGEL Officer and Trustee

RICHARD A. DEWITT Trustee

DONALD H. JOHNSON Trustee

WALTER T. JONES Trustee

RICHARD E. WAYMAN Trustee

By /S/ JAMES J. ROSLONIEC March 1, 1999
JAMES J. ROSLONIEC
(Attorney-in-Fact)

</TABLE>
- C-55 -
<PAGE>

POWER OF ATTORNEY

WHEREAS, AMWAY MUTUAL FUND TRUST (herein referred to as the Trust),
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
Beneficial Interest ("Common Stock") of Amway Mutual Fund (the "Fund"), a Series
of the Trust; and

WHEREAS, each of the undersigned holds the office or offices in the
Trust herein below set opposite his name, respectively;

WHEREAS, THEREFORE, each of the undersigned hereby constitutes and
appoints JAMES J. ROSLONIEC, individually, his attorney, with full power of
substitution and 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 in the
Funds, 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
9th day of February, 1999.

Richard A. DeWitt, Trustee /s/ Richard A. Wayman

Donald H. Johnson, Trustee /s/ Donald H. Johnson

Walter T. Jones, Trustee /s/ Walter T. Jones

Richard E. Wayman, Trustee /s/ Richard E. Wayman

STATE OF MICHIGAN }
}SS
COUNTRY OF KENT }

I, Patricia S. Grooters, a Notary Public in and for the County and
State aforesaid, do hereby certify that the above-named Trustees, RICHARD A. DE
WITT, DONALD H. JOHNSON, and WALTER T. JONES, of AMWAY MUTUAL FUND TRUST, 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.

IN WITNESS WHEREOF, I have hereto set my hand and notarial seal this
9th day of February, 1999.

/S/ PATRICIA S. GROOTERS
Patricia S. Grooters

- C-56 -
<PAGE>

CERTIFIED COPY OF CORPORATE RESOLUTION

I, Allan D. Engel, Secretary of Amway Mutual Fund Trust, a Delaware
business trust, having its principal place of business at 7575 Fulton Street
East, Ada, Michigan 49355-7150, hereby certify that the following is an extract
from the minutes of a regular meeting of the Board of Trustees of said Trust
held on February 8, 1999:

REGISTRATION STATEMENT AMENDMENT

Mr. Engel reviewed with members of the Board of Trustees the fact that the
Fund's Post-Effective Amendment would be filed during February 1999 and the
filing would be made pursuant to Rule 485 of the Securities Act of 1933. Also,
Mr. Engel indicated that the filing would be made utilizing the Power of
Attorney granted by the outside Trustees to James J. Rosloniec, President.

Following discussion by the Board, upon a motion by Mr. Johnson, seconded
by Mr. Jones, unanimously adopted the following resolutions:

RESOLVED: That the Board of Trustees hereby approve for filing the Fund's
Post-Effective Amendment No. 46, pursuant to Rule 485 of the Securities Act of
1933 to bring the financial information for the year ended December 31, 1998 up
to date and to make other changes;

FURTHER RESOLVED: That the Power of Attorney executed by the disinterested
Trustees of the Fund, dated February 8, 1999 is hereby approved for use in
conjunction with the Post-Effective Amendment No. 46; and

FURTHER RESOLVED: That the Officers are hereby authorized to make all
appropriate filings with the Securities and Exchange Commission and State
Regulatory Authorities.

I further certify that the foregoing resolutions are still in full force
and effect.

Dated this 23rd day of February 1999.

/S/ ALLAN D. ENGEL
Allan D. Engel
Secretary of Amway Mutual Fund Trust

- C-57 -