SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Ultra Series Fund
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
--------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ULTRA SERIES FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 16, 1997
TO THE SHAREHOLDERS OF ULTRA SERIES FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Ultra Series
Fund (herein called the "Fund"), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, currently consisting of six
investment portfolios (herein each a "Series" and, collectively, the "Series")
will be held at the offices of the Fund located in the Century Companies of
America Building at 2000 Heritage Way, Waverly, Iowa 50677, on Thursday, January
16, 1997, at 11:30 a.m., Central Standard Time, for the following purposes:
1. To consider and act upon the election of five (5) members of the
Board of Trustees to serve until their respective successors are
chosen and qualified. Shareholders of all Series of the Fund voting
together.
2. Toconsider and act upon the approval of a new Management Agreement,
on behalf of each Series, between the Fund and Century Investment
Management Co. to take effect May 1, 1997. Shareholders of each
Series of the Fund voting separately.
3. To consider and act upon an Amendment to the Fund's Declaration of
Trust to permit the Fund and each Series to offer additional classes
of shares and to provide Shareholders with one vote for each dollar
of net asset value of each Series. Shareholders of all Series of the
Fund voting together.
4. To consider and act upon the ratification of the selection of KPMG
Peat Marwick as the independent auditors for the Fund. Shareholders
of all Series of the Fund voting together.
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on November 15, 1996, are
entitled to notice of, and to vote at, the meeting and at any and all
adjournments.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN
PERSON OR BY PROXY. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE APPROPRIATE ENCLOSED PROXY OR
PROXIES IN THE ACCOMPANYING ENCLOSED ENVELOPE PROVIDED FOR YOUR
CONVENIENCE.
By order of the Board of Trustees,
Lawrence R. Halverson
Secretary
Dated: December 1, 1996
<PAGE>
ULTRA SERIES FUND
2000 Heritage Way, Waverly, Iowa 50677
Telephone (319) 352-4090
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
To Be Held On January 16, 1997
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees of the Ultra Series Fund (the "Fund") of proxies to be voted
at a Special Meeting of Shareholders of the Fund to be held at the offices of
the Fund located in the Century Companies of America Building, 2000 Heritage
Way, Waverly, Iowa 50677, on Thursday, January 16, 1997, at 11:30 a.m., Central
Standard Time, and at any adjournment, for the purposes set forth in the Notice
of Special Meeting. The Board of Trustees recommends that you vote "FOR" each
proposal set forth in the Notice of Special Meeting, including all the nominees
named in Proposal 1.
The Fund is an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, currently consisting of six investment portfolios
(the "Series"). The Fund currently sells its shares to the Century Variable
Account and Century Variable Annuity Account, registered separate accounts of
Century Life of America (the "Separate Accounts") and the Century Group Variable
Annuity Account, an unregistered separate account of Century Life of America
(the "Group Annuity Account"). This Proxy Statement is furnished to all
UltraVers-ALL LIFESM Policyowners, MEMBERS(R) Variable Universal Life (formerly
known as VARIABLE Univers-ALL LIFE 2000SM) Policyowners and MEMBERS(R) Variable
Annuity Policyowners (collectively "Policyowners") of record as of the Record
Date (November 15, 1996).
The Separate Accounts and the Group Annuity Account are the legal owners of the
shares of the Fund (the "Shareholders"). The Separate Accounts have agreed to
solicit instructions from Policyowners on how to vote the Fund shares
attributable to those Policyowners. If the accompanying proxy card(s) is
properly executed and returned in time to be voted at the Special Meeting and is
not revoked prior to the Special Meeting the shares covered thereby will be
voted by the Separate Accounts in accordance with the instructions marked
thereon by the Policyowner. Shares of the Fund held by the Separate Accounts for
which no timely instructions are received will be voted in the same proportion
as the shares for which voting instructions are received by the applicable
Separate Account. Shares owned by the Group Annuity Account, which are
attributable to policies sold to employee benefit plans, will be voted in
proportion to the voting instructions received with respect to the Century
Variable Annuity Account. Any proxy may be revoked at any time prior to its
exercise by written notice of revocation addressed to and received by the
Secretary of the Fund, by delivery of a duly executed proxy bearing a later
date, or by attending the Special Meeting and voting in person.
Each Policyowner has the right to instruct one vote for each full share of
beneficial interest that the Policyowner has in the Fund, with fractional votes
allocated for fractional interests. The number of votes the Policyowner has the
right to instruct will be calculated separately for each Separate Account and
for each Series. The number of votes is calculated as of the Record Date by
dividing the Policyowner's contract value in a subaccount by the net asset value
per share of the corresponding Series of the Fund. The number of shares of each
Series of the Fund for which a Policyowner is entitled to give voting
instructions is shown on each Series' proxy card. Because the dollar value per
share of each Series differs, the voting power of one Series may not reflect its
relative economic relationship to the Fund.
A plurality of shares of all the Series voting as one class is necessary to
elect each of the nominees for Trustees. The affirmative vote of a majority of
the shares, of each Series of the Fund voting separately, is necessary to
approve the new management agreement. (As defined under the Investment Company
Act of 1940 (the "Act"), a "majority vote" is either 67% or more of the shares
present at the meeting, if holders of more than 50% of the outstanding shares
are present in person or by proxy, or more than 50% of the outstanding shares,
whichever is less.) The affirmative vote of a majority of the shares of all
Series of the Fund voting as one class is necessary to approve the amendment to
the Fund's Declaration of Trust and to ratify the selection of independent
auditors with respect to the Series.
The Board of Trustees has fixed the close of business on November 15, 1996, as
the Record Date for the determination of Policyowners and Shareholders entitled
to notice of and to vote at the Special Meeting of Shareholders. As of the
Record Date, the net assets of the Fund equaled $_____________. Each Series of
the Fund in each Separate Account and the Group Annuity Account is entitled to
the following number of votes:
<PAGE>
Fund
Separate Net Asset Number of
Account Value Per Votes Entitled
Net Assets Share To Be Instructed
Century Variable Account
(UltraVers-ALL Life and MEMBERS
Variable Universal Life Policyowners)
Capital Appreciation Stock Series $ $
Money Market Series
Growth and Income Stock Series
Bond Series
Balanced Series
Treasury 2000 Series
Century Variable Annuity Account
(MEMBERS Variable Annuity Policyowners)
Capital Appreciation Stock Series $ $
Money Market Series
Growth and Income Stock Series
Bond Series
Balanced Series
Treasury 2000 Series
Century Group Variable Annuity Account Number of Votes
(Century Life of America ownership) Entitled To Be Cast
Capital Appreciation Stock Series $ $
Money Market Series
Growth and Income Stock Series
Bond Series
Balanced Series
The Board of Trustees of the Fund knows of no business other than that
specifically mentioned in the Notice of Special Meeting which will be presented
for consideration at the meeting. If any other matters are properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
The cost of the Special Meeting of Shareholders, including the solicitation of
proxies, will be paid by the Fund. On or about December 1, 1996, this Proxy
Statement and the accompanying proxy card(s) will first be mailed to
Policyowners and Shareholders of record as of the Record Date.
Proposal No. 1
ELECTION OF TRUSTEES
The five individuals named in the following table have been nominated for
election as Trustees, each to hold office until a successor is duly elected and
has qualified. All nominees currently are Trustees of the Fund and have
consented to being named as a nominee in this Proxy Statement, and have
consented to serve as a Trustee if elected. None of these individuals has held
any other position with the Fund. The affirmative vote of a plurality of the
shares of the Fund (all Series voting together) present at the Special Meeting,
in person or by proxy, is required to elect the nominees. A Policyowner using
the enclosed proxy card(s) may instruct the proxies to vote for all or any of
the nominees or may withhold from the proxies' authority to vote for all or any
of the nominees. The Fund has no procedure to consider persons recommended by
Policyowners or Shareholders for nomination to the Board of Trustees of the
Fund.
The Board of Trustees knows of no reason why any of the nominees listed below
will be unable to serve but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board of Trustees may
recommend. Under the Fund's Declaration of Trust, the Trustees are permitted to
reelect themselves or elect others as Trustees to fill any vacancies that may
occur from time to time, subject to the limitation that at least 67% of the
disinterested Trustees must have been elected by the Shareholders.
Principal Occupation(s)
Name and Age Position With the Fund For the Past Five Years
Gwendolyn M. Boeke Trustee Evangelical Lutheran Church in
Age: 61 1988 - Present America
Area Representative - Iowa
1990 - Present
Alfred L. Disrud Trustee Planned Giving Services
Age: 75 1987 - Present (Charitable Consulting Firm)
Waverly, IA 50677
Owner
1986 - Present
Kevin T. Lentz* Trustee Century Life of America
Age: 37 1993 - Present Chief Operating Officer
1993 - Present
Vice President, Member Services
1992 - Present
Vice President, Finance
1989-1992
CUNA Mutual Insurance Society
Vice President, Member Services
1992 - Present
Keith S. Noah Trustee Noah & Smith
Age: 76 1984 - Present (Law Firm)
Charles City, IA 50616
Partner - Of Counsel
1948 - Present
Thomas C. Watt Trustee MidAmerican Energy Company
Age: 60 1986 - Present Waterloo, Iowa 50704
District Manager
1995 - Present
Midwest Power Systems, Inc.
Waterloo, IA 50704
Division Manager
1992 - 1995
Iowa Public Service Co.
Waterloo, IA 50704
Vice President - East District
1962 - 1992
*An "interested person" (as defined in the Act) of the Fund because he is an
officer of Century Life of America ("Century Life") and CUNA Mutual Insurance
Society ("Cuna Mutual"), which own Century Investment Management Co. ("CIMCO"
the Investment Adviser) and CUNA Brokerage Services, Inc. (the "Distributor" or
"CBS").
The Board of Trustees does not have standing audit, nominating and compensation
committees. During the last fiscal year the Board of Trustees held five
meetings. In that period, all incumbent Trustees attended 100% of the meetings.
Independent Trustees are paid $500, plus expenses, for each Board meeting
attended. During the last fiscal year, the Fund paid total Trustees' fees of
$10,000 to those Trustees who are not "interested persons" as defined by the
Act. Kevin T. Lentz, one of the Trustees of the Fund, is compensated by Century
Life and receives no compensation from the Fund. The following table sets forth
certain information regarding compensation of the Fund's Board of Trustees.
Compensation Table
Aggregate Compensation From
Names of Trustees The Ultra Series Fund 1996
----------------- --------------------------
Gwendolyn M. Boeke $2,500
Alfred L. Disrud $2,500
Keith S. Noah $2,500
Thomas C. Watt $2,500
The Fund makes no direct payment to its officers. Pursuant to the current
Investment Advisory Agreement with CIMCO, the Investment Adviser), CIMCO
provides personnel to serve as officers of the Fund, subject to their consent.
No executive receives more than $60,000 from the Fund. The executive officers of
the Fund, whose terms of office last until successors are duly elected and
qualified, are listed in the table below:
Principal Occupation(s)
Name and Age Position With the Fund For the Past Five Years
Michael S. Daubs President Century Investment Management Co.
Age: 53 1983 - Present President
1982 - Present
Century Life of America
Chief Investment Officer
1989 - Present
CUNA Mutual Insurance Society
Chief Investment Officer
1990 - Present
Lawrence R. Halverson Vice President Century Investment Management Co.
Age: 51 1987 - Present Vice President
Secretary 12/87 - Present
1992 - Present Secretary
1992 - Present
Century Life of America
Vice President
1987 - 1991
CUNA Mutual Insurance Society
Vice President
1990 - 1991
Donald E. Heltner Vice President Century Investment Management Co.
Age: 49 1983 - Present Vice President
1982 - Present
Treasurer
1992 - Present
Century Life of America
Vice President
1975 - 1991
CUNA Mutual Insurance Society
Vice President
1990 - 1991
The Board of Trustees recommends that you vote "FOR" each of the nominees to the
Board of Trustees.
Proposal No. 2
APPROVAL OF THE MANAGEMENT AGREEMENT
Summary
Currently, CIMCO, a registered investment adviser located at 5910 Mineral Point
Road, Madison, Wisconsin 53705, provides investment advisory and administrative
services to each Series of the Fund pursuant to a written investment advisory
agreement (the "existing advisory agreement"). Some of the services necessary
for the operation of each Series (e.g., transfer agency, custodial and
administrative services) are provided by other affiliated and unaffiliated
parties pursuant to a number of written service agreements. The existing
advisory agreement and each of the other written service agreements specify
their own fee structure. Fees for these services and other expenses incurred by
the Fund are subject to change over time as Fund assets increase or decrease and
as operating costs change. To lessen Shareholder and Policyowner confusion and
increase the understanding of the fees paid by each Series, CIMCO has proposed
to the Fund's Board of Trustees that the existing advisory agreement be replaced
with the proposed management agreement (the "Management Agreement") pursuant to
which CIMCO, in exchange for a unitary fee, will provide investment advisory
services for each Series and will provide or arrange for the provision of
substantially all other services required by a Series. The services for the
Treasury 2000 Series are currently handled in this manner.
For each Series, the unitary fee, which would be calculated and accrued daily,
would be a different constant percentage of the average value of the daily net
assets of that Series, and would compensate CIMCO for both providing investment
management services and for providing or procuring certain other services
necessary for the operation of a Series. The unitary fee percentage varies for
each Series as follows: Capital Appreciation Stock -- 0.80%; Balanced -- 0.70%;
Growth and Income Stock -- 0.60%; Bond -- 0.55%; Money Market -- 0.45%; and,
Treasury 2000 -- 0.45%). If the Management Agreement is approved, the existing
advisory agreement will be terminated and replaced with the Management
Agreement, and the current written service agreements, where required, will be
terminated and new agreements will be entered into among the service providers,
the Fund, and CIMCO, whereby CIMCO will be responsible for arranging and paying
for these services. After considering such information as it deemed relevant
(described below), the Board of Trustees unanimously approved the Management
Agreement, and recommended that the Shareholders approve the Management
Agreement.
CIMCO has acted as the investment adviser to the Fund since the Fund's
inception. CIMCO is a 50% owned subsidiary of Century Life, 2000 Heritage Way,
Waverly, Iowa 50677, and a 50% owned subsidiary of CUNA Mutual Investment
Corporation, 5910 Mineral Point Road, Madison, Wisconsin 53705. CUNA Mutual
Investment Corporation is an investment subsidiary wholly owned by CUNA Mutual,
5910 Mineral Point Road, Madison, Wisconsin 53705. The composition of CIMCO's
board of directors includes a majority of independent directors. No Trustee of
the Fund owns ten percent or more of the outstanding voting securities of CIMCO.
The name, address and principal occupation of the chief executive officer and
directors of CIMCO are listed below:
<TABLE>
<CAPTION>
Position With Position With Principal Occupation(s)
Name and Address the Adviser the Fund For the Past Five Years
----------------- ----------- -------- -----------------------
<S> <C> <C> <C>
Michael S. Daubs President President Century Investment Management Company
5910 Mineral Point Road 1983 - Present President
Madison, WI 53705 1982 - Present
Century Life of America
Chief Investment Officer
1989 - Present
CUNA Mutual Insurance Society
Chief Investment Officer
1990 - Present
Michael B. Kitchen Director None CUNA Mutual Insurance Society
5910 Mineral Point Road President and Chief Executive Officer
Madison, WI 53705 1995 - Present
Century Life of America
President and Chief Executive Officer
1995 - Present
CUMIS Group Limited
Burlington, Ontario, Canada
President and Chief Executive Officer
1992-1995
Canadian Imperial Bank
Consultant
1991 - 1992
Joyce A. Harris Director None Telco Community Credit Union
5910 Mineral Point Road Madison, WI
Madison, WI 53705 President and Chief Executive Officer
03/78 - Present
James C. Hickman Director None University of Wisconsin - Madison
5910 Mineral Point Road Professor-Business and Statistics
Madison, WI 53705 09/72 - Present
University of Wisconsin-Madison
Dean - School of Business
09/85 - 08/90
George A. Nelson Director None Evening Telegram Co.
5910 Mineral Point Road Superior, WI
Madison, WI 53705 Vice President
12/82 - Present
Robert W. Baird & Co., Inc.
Madison, WI
Vice President
12/80 - 12/82
</TABLE>
Existing Advisory Agreement
The existing advisory agreement between CIMCO and the Fund is dated September 8,
1994 and was last continued by a vote of the Board of Trustees on May 2, 1996.
The date on which the existing advisory agreement was last submitted to a vote
of the Shareholders of the Fund was December 5, 1991, and the purpose of the
submission was change in ownership of the Investment Adviser. The existing
advisory agreement provides that CIMCO will provide continuous professional
investment management of the investments of the Fund. In doing so, CIMCO
provides the Fund with an investment program complying with the investment
objectives, policies, and restrictions of each Series of the Fund. CIMCO makes
the investment decisions and is responsible for the investment and reinvestment
of each Series' assets; performs research, statistical analysis, and
continuously supervises each Series' investment portfolio; furnishes office
space for the Fund; provides the Fund with accounting data concerning the
investment activities of each Series of the Fund and files periodic financial
reports with the Securities and Exchange Commission and other regulatory
agencies; continuously monitors compliance by each Series in its investment
activities with the requirements of the Act; and renders periodic and special
reports to the Fund.
Under the existing advisory agreement, as full compensation for CIMCO's
services, the Fund agreed to pay to CIMCO an investment advisory fee computed at
an annualized rate of 0.50% of the average value of the daily net assets of each
Series (other than Treasury 2000). For Treasury 2000, CIMCO provides, or
arranges for others to provide, all services (e.g., investment advisory, legal,
accounting, etc.) in exchange for an investment advisory/administrative fee
computed at an annualized rate of 0.45% of the average value of the daily net
assets of Treasury 2000. Century Life currently provides certain administrative
services to Treasury 2000 on behalf of CIMCO and, accordingly, all expenses in
excess of 0.45% of the average value of the daily net assets of Treasury 2000
are paid by Century Life. Since the Fund's inception, Century Life has, from
year to year pursuant to an annually renewable Expense Reimbursement Agreement
between Century Life and the Fund, voluntarily agreed to absorb all ordinary
business expenses, including the advisory fee, of each Series of the Fund
(except Treasury 2000) in excess of 0.65% of the average value of the daily net
assets of such Series. Century Life management has indicated that, the Expense
Reimbursement Agreement will not be renewed and therefore Century Life will
discontinue this voluntary payment of Fund expenses effective May 1, 1997,
whether or not the Management Agreement is approved by the Shareholders.
CIMCO provides investment advice to the Fund, pension funds, Century Life and
its subsidiaries, and CUNA Mutual and its subsidiaries. CIMCO does not provide
investment advisory services to any other investment companies having investment
objective(s) similar to a Series.
CBS, the Distributor, acts as the principal underwriter of the Fund pursuant to
the terms of a Distribution Agreement that became effective December 29, 1993.
CBS is a wholly owned subsidiary of CUNA Mutual Investment Corporation which in
turn is wholly owned by CUNA Mutual and is an affiliate of CIMCO. During the
Fund's fiscal year ended December 31, 1995, the Fund paid no brokerage
commissions to affiliated broker-dealers.
The Proposed Management Agreement
The Board of Trustees unanimously approved the Management Agreement between the
Fund, on behalf of each of the Series, and CIMCO, at a meeting of the Board of
Trustees held on October 29, 1996. The Management Agreement will take effect on
May 1, 1997 for each Series once it is approved by the vote of a majority of the
outstanding voting shares of each Series.
Under the Management Agreement, a copy of which is attached hereto as Exhibit A,
CIMCO would be obligated to provide the same investment advisory services to
each Series of the Fund as CIMCO provides under the terms of the existing
advisory agreement. The material differences between the Management Agreement
and the existing advisory agreement are that under the Management Agreement:
(a) CIMCO also would have overall responsibility, subject to the
supervision of the Board of Trustees, for providing or
procuring, at CIMCO's own expense, the services reasonably
necessary for the operation of each Series, including
custodial, transfer agency, administrative, legal, accounting
and dividend disbursing services. CIMCO may contract with
qualified service providers to perform any of the services
under the Management Agreement and would be required to
coordinate the activities of such service providers;
(b) CIMCO would be paid a unitary fee for each Series. The unitary
fee would be intended to compensate CIMCO for both investment
advisory services and certain ordinary operating expenses
necessary to operate a Series (excluding certain expenses
described below); and
(c) The unitary fee percentage payable to CIMCO would vary for
each Series as described above. When compared to the 1995
actual percentages of each Series' average daily net assets
attributed to advisory and other expenses (before voluntary
reimbursements), the unitary fee percentages would be lower
for Growth and Income Stock, Bond and Money Market, higher for
Capital Appreciation Stock and Balanced, and the same for
Treasury 2000.
The Management Agreement excludes the following expenses from the set of
ordinary operating expenses for which CIMCO would be compensated: independent
Trustees' fees; outside audit fees; interest on borrowing by a Series; certain
taxes; and extraordinary expenses (as approved by a majority of the independent
Trustees).
Pro Forma Table I below indicates: (a) the actual aggregate amount of the
advisory fee paid to CIMCO under the existing advisory agreement plus other
operating expenses paid by the Fund with respect to each Series for the fiscal
year ended December 31, 1995; (b) the hypothetical aggregate amount of the
unitary fee for each Series, plus operating expenses not covered by the unitary
fee, that would have been paid to CIMCO if the Management Agreement had been in
effect during that period; and (c) the difference between each aggregate amount
in (a) and (b) as a percentage of each aggregate amount in (a). Pro Forma Table
II below is the same as Pro Forma Table I except that the amounts of expenses
shown in Column (a) are after voluntary reimbursements from Century Life as
described above. It is anticipated that Century Life will discontinue such
voluntary reibursements effective May 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Table I (before voluntary expense reimbursement)
- --------------------------- ----------------------------- ------------------------ ------------------ --------------
(a) (b) (c)
Total Expenses (as a Dollar Amount of Total Pro Forma Dollar Percentage
percentage of average daily Expenses Before Amount of Increase or
Series net assets) Voluntary Expenses under (Decrease)
Reimbursements (year Management in Fees and
ended 12/31/95)* Agreement (year Expenses
ended
12/31/95)**
-----------------------------
Existing Management
Advisory Agreement Pro
Agreement Forma
Year Ended
12/31/95
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Stock 0.76% 0.81% $156,184 $166,994 6.9%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Growth and Income Stock 0.69% 0.61% $491,168 $436,576 (11.1%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Balanced 0.69% 0.71% $598,507 $620,397 3.7%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Bond 0.69% 0.56% $70,290 $57,519 (18.2%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Money Market 0.73% 0.46% $70,062 $44,490 (36.5%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Treasury 2000 0.45% 0.45% $6,379 $6,379 0.0%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Total $1,392,590 $1,332,355 (4.3%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
<FN>
* These expense amounts include advisory fees, accounting and custodian fees,
Trustees' fees, legal fees, audit fees and other expenses.
** Consistent with the terms of the Management Agreement, this reflects the
advisory fee plus the following expenses not covered by the unitary fee:
independent Trustees' fees, extraordinary legal or consulting fees, and outside
audit fees.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Table II (after voluntary expense reimbursement)
- --------------------------- ----------------------------- ------------------------ ------------------ --------------
Total Expenses (as a (a) (b) (c)
percentage of average daily Dollar Amount of Total Pro Forma Dollar Percentage
Series net assets) Expenses After Amount of Increase or
Voluntary Expenses under (Decrease)
Reimbursements (year Management in Fees and
ended 12/31/95)* Agreement (year Expenses
ended
12/31/95)**
-----------------------------
Existing Management
Advisory Agreement Pro
Agreement Forma
Year Ended
12/31/95
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Stock 0.65% 0.81% $133,378 $166,994 25.2%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Growth and Income Stock 0.65% 0.61% $462,351 $436,576 (5.6%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Balanced 0.65% 0.71% $564,989 $620,397 9.8%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Bond 0.65% 0.56% $66,319 $57,519 (13.3%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Money Market 0.65% 0.46% $62,357 $43,170 (28.7%)
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Treasury 2000 0.45% 0.45% $6,379 $6,379 0.0%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
Total $1,295,773 $1,332,255 2.8%
- --------------------------- ------------- --------------- ------------------------ ------------------ --------------
<FN>
* These expense amounts include advisory fees, accounting and custodian fees,
Trustees' fees, legal fees, audit fees and other expenses.
** Consistent with the terms of the Management Agreement, this reflects the
advisory fee plus the following expenses not covered by the unitary fee:
independent Trustees' fees, extraordinary legal or consulting fees, and outside
audit fees.
</FN>
</TABLE>
The Management Agreement provides: (a) that it shall continue in effect for two
years from its effective date and thereafter shall continue automatically for
periods of one year so long as such continuance is specifically approved at
least annually by the vote of a majority of the Shareholders of the Fund (or
applicable Series) or by a majority of the Trustees, and by a vote of a majority
of those Trustees who are not parties to the Management Agreement or interested
persons of any such party; (b) that it may be terminated by the Fund (or as to
any Series) or by CIMCO at any time, without the payment of any penalty, by vote
of a majority of the Trustees or by vote of a majority in interest of the
Shareholders on sixty (60) days written notice to the non-terminating party; and
(c) that it will terminate automatically in the event of its assignment.
The Management Agreement also contains provisions that would: (1) limit CIMCO's
liability for any error of judgment, mistake of law, loss arising out of any
investment, or for any act or omission in the management of the Fund to
instances of willful misfeasance, bad faith, gross negligence or reckless
disregard for its duties under the Management Agreement; (2) allow CIMCO to
effect transactions between a Series and CIMCO's other clients in an manner
deemed equitable to all; (3) allow CIMCO to aggregate orders to purchase or sell
securities for the Series and other CIMCO clients in order to obtain favorable
execution and lower brokerage commissions or prices; and (4) designate the laws
of the Commonwealth of Massachusetts as the governing law for the Management
Agreement.
Evaluation by the Trustees
On September 23, 1996 and October 29, 1996, the Board of Trustees met with legal
counsel and senior officers of CIMCO to discuss the proposed unitary fees and
evaluate the Management Agreement. The Board of Trustees reviewed materials
furnished by CIMCO and counsel that it determined were relevant to its
deliberations. The materials included information regarding CIMCO and its
personnel, operations and financial condition. A representative of CIMCO
discussed with the Trustees CIMCO's philosophy of management and method of
operation insofar as they related to the Fund and indicated the belief that, as
a consequence of the unitary fee structure proposed in the proposed Management
Agreement, the operations of CIMCO and its ability to provide services to the
Fund would not be adversely affected and may be enhanced. The Trustees
considered the potential benefits to the Fund and the current and anticipated
expense ratios.
In determining to recommend that Policyowners and Shareholders vote to approve
the proposed Management Agreement as being in the best interests of the Fund and
each Series, the Trustees considered a number of factors including: (a) the
Fund's need for investment advice and certain administrative services; (b) the
quality of the advice and service CIMCO had provided in the past, noting that
the advisory services to be provided by CIMCO would be performed by the same
people as under the existing advisory agreement; and (c) the reasonableness of
the fees charged in the past and proposed for the future. The Trustees
specifically considered the benefits to Shareholders of the revised fee
structure whereby each Series would pay a fee at a separately calculated rate,
resulting in an increase in expenses for two Series (Capital Appreciation Stock
Series and Balanced Series), the same expenses for Treasury 2000 Series, and a
decrease in expenses for the other Series. The Trustees believe that the new fee
structure more appropriately reflects the nature and scope of services being
provided to each Series. In reaching this conclusion, the Board considered
information about fees charged for other insurance product mutual fund
portfolios with investment objectives and policies comparable to those of each
Series. The Trustees also considered profitability information provided by CIMCO
for each Series, as well as pro forma expense information for the Fund (if the
Management Agreement were in effect; and not including separate account
expenses) provided by CIMCO as indicated by the Pro Forma Tables above.
Among the other factors considered by the Board of Trustees in support of the
unitary fee structure are that: (a) future expense levels of each Series as a
percentage of the average value of the daily net assets would be fixed even if
the costs of managing or operating a Series rise faster than assets; (b) the
unitary fee is more straightforward and understandable; (c) imposition of a
constant daily expense charge, rather than expenses charged to a Series on the
day the expense is incurred would have the effect of leveling expenses, thereby
treating all Policyowners and Shareholders equally no matter when they own their
shares; (d) the unitary fee structure provides incentive to CIMCO to increase
Series' assets and to create economies of scale that will reduce Series'
expenses; and (e) the unitary fee structure would effectively implement a
permanent "excess operating cost reimbursement feature," thereby eliminating the
dependency on the voluntary Century Life reimbursement feature expected to be
discontinued in May, 1997.
After consideration of the above, and such other factors and information as it
deemed relevant, the Board of Trustees, including the Trustees who are not
interested persons as defined by the Act, unanimously approved the Management
Agreement at a meeting on October 29, 1996 and directed that the Management
Agreement be submitted to the Shareholders for approval and recommended that the
Shareholders approve the Management Agreement.
Shareholder Approval
To become effective with respect to a Series, the Management Agreement must be
approved by a majority of the outstanding voting shares of such Series. The
affirmative vote of a majority of the shares as defined under the Act (a
"majority vote" being either 67% or more of the shares present at the meeting,
if holders of more than 50% of the outstanding shares are present in person or
by proxy, or more than 50% of the outstanding shares, whichever is less) of each
Series of the Fund voting separately, is necessary to approve the Management
Agreement for each Series. If any Series of the Fund does not approve of the
Management Agreement, the Management Agreement will not be implemented and the
Fund and CIMCO will continue to operate under the existing advisory agreement.
The Board of Trustees recommends that the you vote "FOR" this proposal.
Proposal No. 3
AMENDMENT TO DECLARATION OF TRUST
Summary
Effective on or about May 1, 1997 it is proposed that the Fund be made available
to new investors through insurance company separate accounts other than those
established by Century Life, CUNA Mutual, or their affiliates, and affiliated
and unaffiliated qualified pension plans. Unaffiliated investors will be offered
a new class of shares in each Series of the Fund, to be designated as Class C
shares. This class may reflect an additional distribution fee pursuant to Rule
12b-1 of the Act. The present Fund shares will be redesignated as Class Z
shares, and Class Z shares will be offered to all insurance company separate
accounts issued by, and all qualified retirement plans sponsored by, Century
Life and CUNA Mutual companies. As a technical matter, in order to implement the
new class structure, which has been approved by the Board of Trustees, it is
necessary to amend the Declaration of Trust to provide that each of the Series
may issue multiple classes of shares. Approving this Amendment Number 2 to the
Declaration of Trust will not in any way change the expenses, fees or charges to
current Policyowners or Shareholders. It will only affect new investors, who may
be subject to Rule 12b-1 fees approved by the Board of Trustees.
The Board of Trustees also is proposing a change in voting rights for
Shareholders of the Fund. Under Amendment Number 2 to the Declaration of Trust,
on any matter submitted to a vote of the Shareholders in the future, each
Shareholder would be entitled to one vote for each dollar of net asset value of
the Fund attributed to the Shareholder ("dollar-weighted voting"). Currently,
Shareholders of the Fund are entitled to one vote for each full share, and a
fractional vote for each fractional share held by the Shareholder
("share-weighted voting"). Under share-weighted voting, the number of votes
attributable to a Shareholder is calculated by dividing the dollar value of a
Shareholder's account in a Series by the net asset value per share of that
Series. The result of share-weighted voting is that when two Shareholders have
the same dollar amount invested in different Series, the Shareholder holding
shares in the Series with the greater net asset value per share will have fewer
votes than the Shareholder holding shares in the Series with the lesser net
asset value per share. The Board of Trustees considers that dollar weighted
voting will equalize the voting impact of Shareholders having similar amounts
invested in the Fund, regardless of which Series is held by a Shareholder. The
specific language of Amendment Number 2 to the Declaration of Trust appears in
Exhibit B.
Evaluation of the Board of Trustees.
In the opinion of the Trustees, the Amendment would more equitably distribute
voting rights among Shareholders which may promote growth of the Fund and
thereby benefit existing Shareholders. After consideration of the Amendment, and
such other factors and information as it deemed relevant, the Board of Trustees,
including the Trustees who are not interested persons as defined by the Act,
unanimously approved the Amendment at a meeting on October 29, 1996 and directed
that the proposed Amendment be submitted to the Shareholders for approval and
recommended that the Shareholders approve.
The affirmative vote of a majority of the shares of all Series of the Fund
voting as one class is necessary to approve the Amendment.
The Board of Trustees recommends that you vote "FOR" this proposal.
Proposal No. 4
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
The Board of Trustees, including a majority of the disinterested Trustees, has
selected KPMG Peat Marwick ("Peat Marwick") as independent auditor for the
fiscal year ending December 31, 1996, subject to ratification or rejection by
the Shareholders. To ratify this selection, an affirmative vote of a majority of
the outstanding shares of the Fund (as defined by the Act) is required.
No member of Peat Marwick or any associate thereof has any direct or indirect
financial interest in the Fund or any of its affiliates. Peat Marwick has served
as the Fund's independent auditor from the Fund's inception. Peat Marwick also
acts as independent auditor for Century Life, CUNA Mutual, the Investment
Adviser, and for affiliated companies. If the Fund receives a written request
from any Shareholder at least five (5) days prior to the meeting stating that
the Shareholder will be present in person at the meeting and desires to ask
questions of the auditor concerning the Fund's financial statements, the Fund
will arrange to have a representative of Peat Marwick present at the meeting who
will respond to appropriate questions and have an opportunity to make a
statement.
The Board of Trustees recommends that you vote "FOR" the ratification of
selection of Peat Marwick as the Fund's independent auditor.
<PAGE>
ADDITIONAL INFORMATION
Substantial Shareholders
The following persons and entities have a beneficial interest in one or more
Series of the Fund which exceeds 5%.
Series Beneficial Owner Holdings as a
Percentage of
Total Net Assets
The nominees and officers of the Fund as a group own either directly or
beneficially less than 1 % of the shares of any Series of the Fund.
Future Meetings of Shareholders
Shareholders wishing to submit proposals for consideration for inclusion in a
Proxy Statement for the next Shareholder meeting should send written proposals
to the Ultra Series Fund, 2000 Heritage Way, Waverly, Iowa 50677, c/o Secretary
of the Fund. Under the law of Massachusetts, where the Fund is organized, the
Fund is not required to hold annual meetings of Shareholders. Under the Act, a
vote of Shareholders is required for particular matters from time to time.
Shareholder proposals received may not be considered until the next Shareholder
meeting.
Annual and Semi-Annual Reports
The Fund's Annual Report to Shareholders for the period ended December 31, 1995,
and the Semi-Annual Report to Shareholders for the period ended June 30, 1996,
were mailed to Shareholders on or about February 29, 1996 and August 30, 1996,
respectively, and are available upon request from the Fund by calling
1-800-798-5500.
Dated: December 1, 1996
By Order of the Board of Trustees,
Lawrence R. Halverson
Secretary
IMPORTANT NOTICE: If you are a Policyowner of two or more Century variable
products contracts, you will receive a Proxy Statement and proxy voting cards
for each contract. You should complete all cards and return them as directed.
Votes for the separate accounts and Series will be counted and recorded
separately. If you have any questions regarding the procedures for instructing
votes, please call 1-800-798-5500.
<PAGE>
EXHIBIT A
ULTRA SERIES FUND
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made this ____ day of
____________, 199_ and will be effective as of May 1, 1997, by and between Ultra
Series Fund, a business trust organized and existing under the laws of the
Commonwealth of Massachusetts (the "Fund"), and CIMCO Inc. (the "Manager"), a
corporation organized and existing under the laws of the state of Iowa.
RECITALS
1. The Fund is a series-type, open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), that
currently consists of six investment portfolios (each, a "Series") designated as
Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond, Money
Market, and Treasury 2000, each such Series having its own investment objective;
2. The Fund issues a separate series of shares of beneficial interest for each
Series, which shares represent fractional undivided interests in the Series;
3. The Manager is engaged principally in rendering investment advisory services
and is registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act");
4. The Fund desires to retain the Manager to provide or to arrange to provide
overall management of the Fund and each Series, including, but not limited to,
investment advisory, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services, in the manner and on the terms and
conditions set forth in this Agreement;
5. The Manager is willing to provide or to arrange to provide, investment
advisory, custody, transfer agency, dividend disbursing, legal, accounting, and
administrative services to the Fund and each Series on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Manager hereby agree as follows:
ARTICLE I
Duties of the Manager
The Fund hereby engages the Manager to act as the Fund's general
manager to provide or to arrange to provide directly or through third parties,
investment advisory, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services to each existing Series of the Fund and
to any additional investment portfolios that the Fund may establish in the
future; and to provide or to arrange to provide the above services subject to
the supervision of the board of trustees of the Fund (the "Board"), for the
period and on the terms and conditions set forth in this Agreement. The Manager
hereby accepts such engagement and agrees during such period, at its own
expense, to provide or to arrange to provide, such investment advisory and
general management services, and to assume the obligations set forth in this
Agreement for the compensation provided for herein. Subject to the provisions of
the 1940 Act and the Advisers Act, the Manager may retain any affiliated or
unaffiliated parties including, but not limited to, investment adviser(s) and/or
investment sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing
agent(s), attorney(s), and accountant(s) to perform any or all of the services
set forth in this Agreement.
The Manager, its affiliates and any investment adviser(s),
sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s),
attorney(s), accountant(s), or other parties performing services for the Manager
shall for all purposes herein be deemed to be independent contractors and shall,
unless otherwise expressly provided or authorized, have no authority to act for
or represent the Fund or a Series in any way or otherwise be deemed agents of
the Fund or a Series.
The Manager shall, for purposes of this Agreement, have and exercise
full investment discretion and authority to act as agent for the Fund in buying,
selling or otherwise disposing of or managing the Fund's investments, directly
or through sub-advisers, subject to supervision by the Board.
The Manager and any other party performing services covered by this
Agreement (each such party is hereafter referred to as a "Service Provider")
shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws
of the Fund, as amended from time to time; (2) the provisions of the 1940 Act
and the Advisers Act; (3) the statements relating to the Series' investment
objectives, investment policies and investment restrictions as set forth in the
currently effective (and as amended from time to time) registration statement of
the Fund (the "registration statement") under the Securities Act of 1933, as
amended (the "1933 Act"); (4) appropriate state insurance laws; and (5) any
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code").
(a) Investment Advisory Services. The Manager shall provide the Fund
directly or through sub-advisers with such investment research, advice and
supervision as the Fund may from time to time consider necessary for the proper
management of the assets of each Series, shall furnish continuously an
investment program for each Series, shall determine from time to time which
securities or other investments shall be purchased, sold or exchanged and what
portions of each Series shall be held in the various securities or other
investments or cash, and shall take such steps as are necessary to implement an
overall investment plan for each Series, including providing or obtaining such
services as may be necessary in managing, acquiring or disposing of securities,
cash or other investments.
The Fund has furnished or will furnish the Manager (who is authorized
to furnish any Service Provider) with copies of the Fund's registration
statement, Declaration of Trust, and Bylaws as currently in effect and agrees
during the continuance of this Agreement to furnish the Manager with copies of
any amendments or supplements thereto before or at the time the amendments or
supplements become effective. The Manager and any Service Providers will be
entitled to rely on all documents furnished by the Fund.
The Manager represents that in performing investment advisory services
for each Series, the Manager shall make every effort to ensure that: (1) each
Series shall comply with Section 817(h) of the Code and the regulations issued
thereunder, specifically Regulation Section 1.817-5, relating to the
diversification requirements for variable annuity, endowment, and life insurance
contracts, and any amendments or other modifications to such Section or
regulations; (2) each Series continuously qualifies as a regulated investment
company under Subchapter M of the Code or any successor provision; and (3) any
and all applicable state insurance law restrictions on investments that operate
to limit or restrict the investments that a Series may otherwise make are
complied with as well as any changes thereto. Except as instructed by the Board,
the Manager shall also make decisions for the Fund as to the manner in which
voting rights, rights to consent to corporate action, and any other rights
pertaining to the Fund's securities shall be exercised. If the Board at any time
makes any determination as to investment policy and notifies the Manager of such
determination, the Manager shall be bound by such determination for the period,
if any, specified in the notice or until similarly notified that such
determination has been revoked.
The Manager shall take, on behalf of each Series, all actions which it
deems necessary to implement the investment policies of such Series, and in
particular, to place all orders for the purchase or sale of portfolio
investments for the account of each Series with brokers, dealers, futures
commission merchants or banks selected by the Manager. The Manager also is
authorized as the agent of the Fund to give instructions to any Service Provider
serving as custodian of the Fund as to deliveries of securities and payments of
cash for the account of each Series. In selecting brokers or dealers and placing
purchase and sale orders with respect to assets of the Series, the Manager is
directed at all times to seek to obtain best execution and price within the
policy guidelines determined by the Board and set forth in the current
registration statement. Subject to this requirement and the provisions of the
Act, the Advisers Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and other applicable provisions of law, the Manager may select
brokers or dealers that are affiliated with the Manager or the Fund.
In addition to seeking the best price and execution, the Manager may
also take into consideration research and statistical information, wire,
quotation and other services provided by brokers and dealers to the Manager. The
Manager is also authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Manager determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage, research and other services provided by
such broker or dealer, viewed in terms of either that particular transaction or
the Manager's overall responsibilities with respect to each Series. The policies
with respect to brokerage allocation, determined from time to time by the Board
are those disclosed in the currently effective registration statement. The
execution of such transactions shall not be deemed to represent an unlawful act
or breach of any duty created by this Agreement or otherwise. The Manager will
periodically evaluate the statistical data, research and other investment
services provided to it by brokers and dealers. Such services may be used by the
Manager in connection with the performance of its obligations under this
Agreement or in connection with other advisory or investment operations
including using such information in managing its own accounts.
As part of carrying out its obligations to manage the investment and
reinvestment of the assets of each Series consistent with the requirements under
the 1940 Act, the Manager shall:
(1) Perform research and obtain and analyze pertinent
economic, statistical, and financial data relevant to
the investment policies of each Series as set forth
in the Fund's registration statement;
(2) Consult with the Board and furnish to the Board
recommendations with respect to an overall investment
strategy for each Series for approval, modification,
or rejection by the Board;
(3) Seek out and implement specific investment
opportunities, consistent with any investment
strategies approved by the Board;
(4) Take such steps as are necessary to implement any
overall investment strategies approved by the Board
for each Series, including making and carrying out
day-to-day decisions to acquire or dispose of
permissible investments, managing investments and any
other property of the Series, and providing or
obtaining such services as may be necessary in
managing, acquiring or disposing of investments;
(5) Regularly report to the Board with respect to the
implementation of any approved overall investment
strategy and any other activities in connection with
management of the assets of each Series including
furnishing, within 60 days after the end of each
calendar quarter, a statement of investment
performance for the period since the last report and
a schedule of investments and other assets of each
Series as of the end of the quarter;
(6) Maintain all required accounts, records, memoranda,
instructions or authorizations relating to the
acquisition or disposition of investments for each
Series and the Fund;
(7) Furnish any personnel, office space, equipment and
other facilities necessary for the operation of each
Series as contemplated in this Agreement;
(8) Provide the Fund with such accounting or other data
concerning the Fund's investment activities as shall
be necessary or required to prepare and to file all
periodic financial reports or other documents
required to be filed with the Securities and Exchange
Commission and any other regulatory entity;
(9) Assist in determining each business day the net asset
value of the shares of each Series in accordance with
applicable law; and
(10) Enter into any written investment advisory or
investment sub-advisory contract with another
affiliated or unaffiliated party, subject to any
approvals required by Section 15 of the 1940 Act,
pursuant to which such party will carry out some or
all of the Manager's responsibilities (as specified
in such investment advisory or investment
sub-advisory contract) listed above.
(b) General Management Services. The Manager shall provide or arrange
to provide all custody, transfer agency, dividend disbursing, legal, accounting,
and administrative services necessary for the operation of the Fund, including,
without limitation, the following services:
(1) Custody services including, but not limited to:
(i) placing and maintaining each Series'
securities, cash or other investments
pursuant to the requirements of Section
17(f) of the 1940 Act and the rules
thereunder;
(ii) holding and physically segregating for the
Fund's account, all of the Fund's assets,
including securities that the Fund desires
to be held in places within the United
States ("domestic securities") or in places
outside the United States ("foreign
securities");
(iii) releasing and delivering domestic securities
owned by the Fund only upon receipt of
instructions from persons and by means
authorized by the Board;
(iv) assuring that all domestic securities held
are registered in the name of the Fund or in
the name of any nominee of the Fund or of
any nominee of the Manager or any Service
Provider acting as custodian which nominee
shall be assigned exclusively to the Fund,
unless the Fund has provided written
authorization to use a nominee not meeting
the above requirement;
(v) maintaining a separate bank account(s) in
the United States in the name of the Fund,
and holding all cash received by it from or
for the account of the Fund in such account;
(vi) collecting on a timely basis all income and
other payments with respect to securities to
which the Fund shall be entitled either by
law or pursuant to custom in the securities
business;
(vii) paying out monies of the Fund upon receipt
of instructions from persons and by means
authorized by the Board;
(viii) appointing or removing, in its discretion,
any other entity qualified under the 1940
Act to act as a custodian, as its agent to
carry out any custody duties;
(ix) employing, in the discretion of the Manager
or a Service Provider employed by the
Manager, other parties as sub-custodians for
the Fund's domestic securities or foreign
securities. With respect to the Fund's
foreign securities, such employment shall be
effected and such foreign securities shall
be maintained in accordance with the
provisions of Rule 17f-5 under the 1940 Act,
as such provisions may be amended from time
to time, provided that the Manager or a
Service Provider employed by the Manager
shall furnish annually to the Fund,
information concerning the Service Provider
or sub-custodians employed by the Manager or
other Service Provider;
(x) creating and maintaining all records
relating to its activities and obligations
under any contract relating to the Fund or a
Series thereof in accordance with the
provisions of Section 31 of the 1940 Act and
Rules 31a-1 and 31a-2 under the 1940 Act.
Such records shall be the property of the
Fund and shall at all times during the
regular business hours of the Manager (or
separate Service Provider acting as
custodian) be open for inspection by duly
authorized officers, employees or agents of
the Fund and employees and agents of the
Securities and Exchange Commission; and
(xi) performing or arranging for the performance
of any other usual duties and functions of a
custodian for a registered investment
company;
(2) Transfer agency services, including, but not limited
to:
(i) receiving for acceptance, orders for the
purchase of Fund shares, and promptly
delivering payment and appropriate
documentation thereof to any Service
Provider acting as custodian;
(ii) issuing, pursuant to purchase orders, the
appropriate number of the Fund's shares and
holding such shares in the appropriate
account;
(iii) receiving for acceptance redemption requests
and redemption directions and delivering the
appropriate documentation to any Service
Provider acting as custodian;
(iv) effecting transfers of Fund shares by the
registered owners thereof upon receipt of
appropriate instructions;
(v) preparing and transmitting payments for
dividends and distributions declared by the
Fund;
(vi) maintaining records of accounts for
shareholders and advising the Fund and its
shareholders as to the foregoing;
(vii) handling shareholder relations, and
providing reports and other information and
services related to the maintenance of
shareholder accounts;
(viii) recording the issuance of shares of the Fund
and maintaining pursuant to Rule 17Ad-10(e)
under the 1934 Act a record of the total
number of shares of the Fund that are
authorized, based upon data provided by the
Fund, and issued and outstanding; and
(ix) performing or arranging for the performance
of any other customary services of a
transfer agent or dividend-disbursing agent
for a registered investment company;
(3) The calculation of the net asset value of each Series
and the net asset value per share of each class of
shares at such times and in such manner as specified
in the Fund's current registration statement and at
such other times upon which the parties hereto may
from time to time agree; and
(4) The creation and maintenance of such records relating
to the business of the Fund as the Fund may from time
to time reasonably request.
The Manager may contract with qualified Service Providers for the
provision of any of the services necessary for the operation of the Fund as
described in this Section (b). Where the Manager engages separate Service
Providers, the Manager shall also, on behalf of the Fund, coordinate the
activities of such Service Providers, as well as other agents, attorneys,
brokers and dealers, insurers, sub-advisers and such other persons in any such
other capacity deemed to be necessary or desirable. The Manager shall make
reports to the Board of its performance hereunder and shall furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Fund as the Board or the Manager shall consider desirable.
ARTICLE II
Allocation of Charges and Expenses
(a) The Manager. The Manager assumes the expense of and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall at its own expense provide the office space, equipment
and facilities that it is obligated to provide under this Agreement, and shall
pay all compensation of officers of the Fund and all trustees of the Fund who
are affiliated persons of the Manager, except as otherwise specified in this
Agreement.
Except for those expenses assumed by the Fund as provided in section
(b) below, the Manager shall bear all of the Fund's expenses including, but not
limited to: custodian fees; transfer agent fees; pricing costs (including the
daily calculation of net asset value); accounting fees; legal fees (except
extraordinary litigation expenses); expenses of shareholders' and/or trustees'
meetings; bookkeeping expenses related to shareholder accounts; insurance
charges; cost of printing and mailing shareholder reports and proxy statements;
costs of printing and mailing registration statements and updated prospectuses
to current shareholders; and the fees of any trade association of which the Fund
is a member.
The Manager agrees that neither it nor any Service Provider will make
any separate charge to any shareholder or his individual account for any
services rendered to said shareholder or the Fund unless such charge for special
services is specifically approved by the Board including a majority of the
trustees who are not "interested persons" (as such term is defined in the 1940
Act) of the Manager (the "disinterested trustees"). No special charge will be
levied retroactively or without appropriate notice to affected shareholders.
(b) The Fund. The Fund assumes and shall pay or cause to be paid the
following expenses of the Fund, including, without limitation: compensation of
the Manager; fees of disinterested trustees; brokerage commissions, dealer
markups and other expenses incurred in the acquisition or disposition of any
securities or other investments; costs, including the interest expense, of
borrowing money; expenses for independent audits; taxes; and extraordinary
expenses (including extraordinary litigation expenses and extraordinary
consulting expenses) as approved by a majority of the disinterested trustees.
ARTICLE III
Compensation of the Manager
For the services rendered, the facilities furnished and expenses
assumed by the Manager, the Fund shall pay to the Manager at the end of each
calendar month a unitary fee calculated as a percentage of the average value of
the net assets each day for each Series during that month at the following
annual rates:
Capital Appreciation Stock 0.80%
Balanced 0.70%
Growth and Income Stock 0.60%
Bond 0.55%
Money Market 0.45%
Treasury 2000 0.45%
The Manager's fee shall be accrued daily at 1/365th of the applicable
annual rate set forth above. For the purpose of accruing compensation, the net
assets of each Series shall be determined in the manner and on the dates set
forth in the Declaration of Trust or the current registration statement of the
Fund and, on days on which the net assets are not so determined, the net asset
value computation to be used shall be as determined on the immediately preceding
day on which the net assets were determined.
In the event of termination of this Agreement, all compensation due
through the date of termination will be calculated on a pro-rated basis through
the date of termination and paid within fifteen business days of the date of
termination.
During any period when the determination of net asset value is
suspended, the net asset value of a Series as of the last business day prior to
such suspension shall for this purpose be deemed to be the net asset value at
the close of each succeeding business day until it is again determined.
ARTICLE IV
Limitation of Liability of the Manager
The Manager shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission in
the management of the Fund, except for (i) willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties hereunder, and (ii) to the extent
specified in section 36(b) of the 1940 Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation.
ARTICLE V
Activities of the Manager
The services of the Manager are not deemed to be exclusive, and the
Manager is free to render services to others, so long as the Manager's services
under this Agreement are not impaired. It is understood that trustees, officers,
employees and shareholders of the Fund are or may become interested persons of
the Manager, as directors, officers, employees and shareholders or otherwise,
and that directors, officers, employees and shareholders of the Manager are or
may become similarly interested persons of the Fund, and that the Manager may
become interested in the Fund as a shareholder or otherwise.
It is agreed that the Manager may use any supplemental investment
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts. The Manager or its affiliates may use
such information in managing their own accounts. Conversely, such supplemental
information obtained by the placement of business for the Manager or other
entities advised by the Manager will be considered by and may be useful to the
Manager in carrying out its obligations to the Fund.
Securities or other investments held by a Series of the Fund may also
be held by separate investment accounts or other mutual funds for which the
Manager may act as an investment adviser or by the Manager or its affiliates.
Because of different investment objectives or other factors, a particular
security may be bought by the Manager or its affiliates for one or more clients
when one or more clients are selling the same security. If purchases or sales of
securities for a Series or other entities for which the Manager or its
affiliates act as investment adviser or for their advisory clients arise for
consideration at or about the same time, the Fund agrees that the Manager may
make transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Manager during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, the Fund recognizes that there may be an adverse effect
on price.
It is agreed that, on occasions when the Manager deems the purchase or
sale of a security to be in the best interest of a Series as well as other
accounts or companies, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchased for other accounts or companies in order to obtain favorable
execution and lower brokerage commissions or prices. In that event, allocation
of the securities purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in accordance with any written
procedures maintained by the Manager or, if there are no such written
procedures, in the manner it considers to be most equitable and consistent with
its fiduciary obligations to the Fund and to such other accounts or companies.
The Fund recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for a Series.
ARTICLE VI
Books and Records
The Manager hereby undertakes and agrees to maintain, in the form and
for the period required by Rule 31a-2 and Rule 2a-7 under the 1940 Act, all
records relating to the Fund's investments that are required to be maintained by
the Fund pursuant to the requirements of Rule 31a-1 and Rule 2a-7 of the 1940
Act.
The Manager agrees that all books and records which it or any other
Service Provider maintains for the Fund are the property of the Fund and further
agrees to surrender promptly to the Fund any such books, records or information
upon the Fund's request. All such books and records shall be made available,
within five business days of a written request, to the Fund's accountants or
auditors during regular business hours at the Manager's offices. The Fund or its
authorized representative shall have the right to copy any records in the
possession of the Manager or a Service Provider that pertain to the Fund. Such
books, records, information or reports shall be made available to properly
authorized government representatives consistent with state and federal law
and/or regulations. In the event of the termination of this Agreement, all such
books, records or other information shall be returned to the Fund free from any
claim or assertion of rights by the Manager.
The Manager further agrees that it will not disclose or use any records
or information obtained pursuant to this Agreement in any manner whatsoever
except as authorized in this Agreement and that it will keep confidential any
information obtained pursuant to this Agreement and disclose such information
only if the Fund has authorized such disclosure, or if such disclosure is
required by federal or state regulatory authorities.
ARTICLE VII
Duration and Termination of this Agreement
This Agreement shall not become effective unless and until it is
approved by the Board, including a majority of trustees who are not parties to
this Agreement or interested persons of any such party, and by the vote of a
majority of the outstanding voting shares of each Series of the Fund. This
Agreement shall come into full force and effect on the date which it is so
approved, provided that it shall not become effective as to any subsequently
created investment portfolio until it has been approved by the Board
specifically for such portfolio. As to each Series of the Fund, the Agreement
shall continue in effect for two years and shall thereafter continue in effect
from year to year so long as such continuance is specifically approved for each
Series at least annually by (i) the Board, or by the vote of a majority of the
outstanding votes attributable to the shares of the class representing an
interest in the Series; and (ii) a majority of those trustees who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time as to any Series or to all
Series, without the payment of any penalty, by the Board, or by vote of a
majority of the outstanding votes attributable to the shares of the applicable
Series, or by the Manager, on 60 days written notice to the other party. If this
Agreement is terminated only with respect to one or more, but less than all, of
the Series, or if a different adviser is appointed with respect to a new
portfolio, the Agreement shall remain in effect with respect to the remaining
Series. This Agreement shall automatically terminate in the event of its
assignment.
ARTICLE VIII
Amendments of this Agreement
This Agreement may be amended as to each Series by the parties only if
such amendment is specifically approved by (i) the vote of a majority of
outstanding votes attributable to the shares of the Series, and (ii) a majority
of those trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
ARTICLE IX
Definitions of Certain Terms
The terms "assignment," "affiliated person," and "interested person,"
when used in this Agreement, shall have the respective meanings specified in the
1940 Act. The term "majority of the outstanding votes" attributable to the
shares of a Series means the lesser of (a) 67% or more of the votes attributable
to such Series present at a meeting if the holders of more than 50% of such
votes are present or represented by proxy, or (b) more than 50% of the votes
attributable to shares of the Series.
ARTICLE X
Governing Law
This Agreement shall be construed in accordance with laws of the
Commonwealth of Massachusetts, and applicable provisions of the 1940 Act, the
Advisers Act, and the 1934 Act.
ARTICLE XI
Severability
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
ULTRA SERIES FUND
By: ______________________________
Title: ___________________________
ATTEST:
- --------------------------
CIMCO INC.
By: ______________________________
Title: ___________________________
ATTEST:
- --------------------------
<PAGE>
EXHIBIT B
Amendment Number Two
Declaration of Trust
Ultra Series Fund
Effective May 1, 1997, pursuant to due adoption by the Board of Trustees on
October 29, 1996 and Shareholders on January 16, 1997, the following amendments
shall be made to the Declaration of Trust of the Ultra Series Fund:
1. The following definitions are hereby added to Section 1.4:
""General Assets" shall mean any assets, income, earnings, profits of
proceeds thereof, funds, or payments that are not readily identifiable
as belonging to any particular Series of the Trust or any corresponding
investment portfolio of the Trust.
"General Liabilities" shall mean any liabilities, expenses, costs,
charges, or reserves of the Trust that are not readily identifiable as
belonging to any particular Series of the Trust or any corresponding
investment portfolio of the Trust.
"Portfolio" shall mean any separate investment portfolio coming to
exist as a result of the establishment by the Trustees of one or more
Series of Shares pursuant to Article VI hereof."
2. The last three sentences of Section 2.9 are hereby deleted in its
entirety.
3. Section 6.1 is hereby deleted in its entirety and the following section
substituted in its place:
"6.1 Shares of Beneficial Interest. The beneficial interests of
Shareholders in the Trust shall be divided into transferable Shares of
one or more separate and distinct Series, or Classes of a Series, as
the Trustees shall from time to time create and establish. The number
of Shares of each Series, and Class of a Series, is unlimited and each
Share shall have a par value of $0.01. All Shares issued hereunder
shall be fully paid and nonassessable. Shareholders shall have no
preemptive or other right to subscribe to any additional shares or
other securities issued by the Trust or to any appraisal, conversion or
exchange rights of any kind. The Trustees shall have full power and
authority, in their sole discretion and without Shareholder approval:
(a) to issue original or additional Shares at such times and on such
terms and conditions as they consider appropriate; (b) to issue
fractional Shares and Shares held in Treasury; (c) to establish and to
change in any manner Shares of any Series or Class of any Series with
such preferences, terms of conversion, voting powers, rights and
privileges as the Trustees may determine (but the Trustees may not
change the foregoing with respect to outstanding Shares in a manner
materially adverse to the Shareholders of such Shares); (d) to divide
or combine the Shares of any Series or Class of a Series into a greater
or fewer number of Shares; (e) to classify or reclassify any unissued
Shares of any Series or Class of a Series into one or more Series of
Classes; (f) to abolish any one or more Series or Classes of a Series
of Shares; (g) to issue Shares to acquire other assets (including
assets subject to, and in connection with, the assumption of
liabilities) and businesses; and (h) to take such other action with
respect to the Shares as the Trustee may consider desirable. The
ownership of the Trust Property of every description and the right to
conduct any business hereinbefore described are vested exclusively in
the Trustees, and the Shareholders shall have no interest therein other
than the beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any property,
profits, rights or interests of the Trust nor can they be called upon
to share or assume any losses of the Trust or suffer an assessment of
any kind by virtue of their ownership of Shares, except as provided in
Section 10.5 hereof. The Shares shall be personal property giving only
the rights specifically set forth in this Declaration of Trust."
4. Section 6.2 is hereby deleted in its and entirety and the following
section substituted in its place:
"6.2 Establishment of Series and Classes. The Trust shall consist of
one or more Series. The Trustees hereby establish the Series listed in
Schedule A attached hereto and made a part hereof. Each additional
Series shall be established by the adoption of a resolution by the
Trustees. The Trustees may divide the Shares of any Series into one or
more Classes. Each Class of a Series shall represent interests in the
assets of that Series. The Trustee may designate the relative rights
and preferences of the Shares of each Series or Class. The Trust shall
maintain separate and distinct records for each Series and hold and
account for the assets thereof separately from the other assets of the
Trust or of any other Series. The Trust may issue any number of Shares
of any established Class of any Series and need not issue Shares of a
particular Series or Class. Each Share of a Series shall represent an
equal beneficial interest in the net assets of such Series. Each holder
of Shares of a Series or Class of a Series, shall be entitled to
receive his or her pro-rata share of all distributions made with
respect to such Series or Class. Upon redemption of his or her Shares,
such Shareholder shall be paid solely out of the funds and property of
such Series. The Trustees may change the name of any Series or Class
thereof. At any time when there are no Shares of a previously
established and designated Series or Class outstanding, the Trustees
may, by a majority vote, abolish that Series or Class.
Except as the Trustees may provide when classifying or reclassifying
the Shares of any unissued Series, each Series of Shares shall have the
following powers, preferences or other special rights and shall have
the following qualifications, restrictions and limitations:
(a) Except as otherwise provided herein, all consideration
received by the Trust for the issue or sale of Shares of a
particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, any
funds or payments derived from any reinvestment of such
proceeds, and any General Assets allocated to a Series, shall
constitute assets of that Series, in contrast to other Series
(subject only to the rights of creditors) and are herein
referred to as assets "belonging to" that Series. The assets
belonging to a Series shall be held and accounted for
separately from the other assets of the Trust and from every
other Series and shall be held by the Trustees in trust for
the benefit of the holders of Shares and that Series. The
Trustees shall determine allocation of the assets belonging to
the Trust to a given Series. Any General Assets shall be
allocated by or under the supervision of the Trustees to and
among any one or more of the Series established and designated
from time to time, in such manner and on such basis as the
Trustees, in their sole discretion, considers fair and
equitable. Such decisions by the Trustees shall be final and
conclusive.
(b) The assets belonging to each Series shall be charged with
the liabilities of the Trust in respect of that Series and
with all expenses, costs, charges, and reserves attributable
to that Series. Such liabilities, expenses, costs, charges,
and reserves, together with any General Liabilities allocated
to that Series, shall constitute the liabilities of that
Series, in contrast to other Series, and are herein referred
to as "belonging to" that Series. Any General Liabilities
shall be allocated by or under the supervision of the Trustees
to and among any one or more of the Series established and
designated from time to time, in such manner and on such basis
as the Trustees, in their sole discretion, considers fair and
equitable. Such decisions by the Trustees shall be final and
conclusive. Without limiting the foregoing and subject to the
right of the Trustees in their discretion to allocate General
Liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to
a particular Series shall be enforceable against the assets of
that Series only, and not against the assets of the Trust
generally. Any person extending credit to, contracting with or
having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or
otherwise existing with respect to that Series. No Shareholder
or former Shareholder of any Series of Shares shall have a
claim on or have any right to any assets allocated to or
belonging to any other Series.
(c) The Trustees may declare and pay dividends or
distributions, in Shares or in cash, on Shares of any Series
or Class thereof to the holders of such Shares, in such manner
and from such income and capital gains, accrued and realized,
from the assets belonging to that Series, after providing for
actual and accrued liabilities belonging to that Series, as
they, in their sole discretion determine.
(d) On any matter submitted to a vote of the Shareholders,
each holder of a Share shall be entitled to one vote for each
dollar of net asset value of the Trust standing in his or her
name on the books of the Trust, on the date fixed in
accordance with the Article VIII herein for determination of
Shareholders entitled to vote. Any matter submitted to a vote
of the Shareholders, all Shares of the Trust then outstanding
and entitled to vote shall be voted in the aggregate and not
by Series or Class ("single class voting"); provided, however,
that: (i) as to any matter that the 1940 Act or Massachusetts
Law requires a separate vote of any Series or Class, the
requirement as to a separate vote by that Series or Class
shall apply in lieu of single class voting, (ii) in the event
that the separate vote requirement referred to in (i) above
applies to one or more Series or Class, then, subject to (iii)
below, the shares of all other Series or Classes shall vote as
a single class and (iii) as to any matter that does not affect
the interests of a particular Series or Class, only the
holders of Shares of the one or more affected Series or
Classes shall be entitled to vote. The Board of Trustees, in
its sole discretion, shall determine whether any matter
affects any particular Series or Class of Shares."
5. Section 8.2 is hereby deleted in its and entirety and the following
section substituted in its place:
"8.2 Quorums. The presence in person or by proxy of the holders of a
majority of the votes entitled to be cast at any meeting of
Shareholders shall constitute a quorum for the transaction of any
business at all such meetings except as otherwise provided by law or
herein. Notwithstanding the foregoing, except as otherwise required by
law or provided herein, where the holders of any Series or Class of
Shares are entitled or required to vote as a separate Series or Class
(a "separate group") or where the holders of any two or more (but not
all) Series or Classes of stock are entitled or required to vote as a
single group (a "combined group"), the presence in person or by proxy
of the holders of a majority of the votes of such separate group or
combined group, as the case may be, entitled to be cast at any meeting
shall constitute a quorum for the transaction of any business via such
vote. If a quorum with respect to all Series or Class, a separate group
or a combined group, as the case may be, is not present or represented
at any meeting of the Shareholders, the holders of a majority of the
votes of all Series or Classes, such separate group or such combined
group, as the case may be, present in person or by proxy and entitled
to vote at such meeting may, without further notice, adjourn the same
from time to time as to all Series or Classes, such separate group or
combined group, as the case may be, until a requisite quorum for such
meeting shall be present. The absence from any meeting of holders of
the number of votes in excess of a majority of all Series or Classes,
any separate group or combined group, as the case may be, that may be
required by applicable law or this Declaration of Trust for action upon
any given matter shall not prevent action at such meeting upon any
other matter or matters that may properly come before the meeting if
there shall be present thereat, in person or by proxy, holders of the
number of votes required for action in respect of such other matter or
matters."
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Capital Appreciation Stock Series __________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Money Market Series __________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Growth and Income Stock Series ___________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Bond Series ___________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Balanced Series ___________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
<PAGE>
PROXY SERVICES NAME ULTRA SERIES FUND
Address ______________________ SPECIAL MEETING OF THE SHAREHOLDERS
_____________________________ JANUARY 16, 1997
_____________________________ PROXY SOLICITED BY THE BOARD OF TRUSTEES
Policyowner Name Account No.:_________________________________
Address
____________________ Control No.:_________________________________
Number of
Votes Entitled
To Be Instructed
For This Series
Treasury 2000 Series ___________
The undersigned (pursuant to special authority conferred on me by the Investment
Company Act of 1940, as amended) hereby instructs Michael S. Daubs, Lawrence R.
Halverson, and Kevin T. Lentz, and each of them (with full power to act alone
and to designate substitutes), as Proxies to represent the undersigned at the
Special Meeting of Shareholders of the Ultra Series fund to be held at 2000
Heritage Way, Waverly, Iowa, on Thursday, January 16, 1997, at 11:30 a.m.,
Central Standard Time, and at any adjournments thereof. The Proxies shall have
all the powers the undersigned would have if personally present to vote and to
act on each of the proposals below and on any other matter that may properly
come before the Special Meeting. All previous proxies given with respect to the
Special Meeting are hereby revoked.
The Board of Trustees recommends voting "FOR" each Proposal, including all the
nominees named in Proposal 1.
The Proxies will vote in the manner indicated, or if no direction has been
indicated, "FOR" each Proposal. The Proxies are authorized to use their best
judgment with respect to any other matter that may properly come before the
meeting. By execution of this proxy the undersigned acknowledges receipt of the
Notice of Special Meeting of Shareholders and the Proxy Statement relating to
the Special Meeting.
Please sign exactly as your name appears on this form. If shares are held by
joint tenants, both persons should sign. If the individual signing the form is a
fiduciary (attorney, executor, Trustee, guardian, etc.) the individual must
provide his full title following the signature. Corporate proxies should be
signed by an authorized officer.
PLEASE MARK, SIGN, DATE, AND RETURN ALL PROXY CARDS PROMPTLY IN THE ENCLOSED
ENVELOPE.
To vote on each of the proposals, using blue or black ink,
indicate your choice by marking an "X" in the appropriate box as follows: |X|
(The proxy must be signed and dated for your instructions to be counted.)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VOTE ON PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Trustees For Withhold For All To withhold authority to vote, mark "For
(Indicate your selection for each Trustee) All All Except All Except" and write the nominee's name
Gwendolyn M. Boeke, Kevin T. Lentz, |_| |_| |_| on the line below.
Alfred L. Disrud, Keith S. Noah, Thomas C. Watt
<S> <C> <C> <C>
For Against Abstain
2. Proposal to approve Management Agreement |_| |_| |_|
3. Proposal to approve the Amendment to the Fund's Declaration of Trust |_| |_| |_|
4. Proposal to approve KPMG Peat Marwick as Independent Auditors |_| |_| |_|
</TABLE>
Signature__________________ Signature______________________Dated:_____ 199__
PROXIES MUST BE RECEIVED BY JANUARY 8, 1997, TO BE COUNTED.
