ULTRA SERIES FUND
Supplement Dated November 25, 1996
to
Ultra Series Fund Prospectus Dated May 1, 1996 ("USF Prospectus")
1. Name Changes. Effective December 31, 1996 the following entities' names will
change and the listed new name should be substituted in the USF Prospectus
wherever the old name appears:
<TABLE>
<CAPTION>
Old Name New Name
<S> <C>
Century Life of America CUNA Mutual Life Insurance Company
Century Variable Annuity Account CUNA Mutual Life Variable Annuity Account
Century Variable Account CUNA Mutual Life Variable Account
Century Group Variable Annuity Account CUNA Mutual Life Group Variable Annuity Account
Century Investment Management Co. CIMCO Inc.
</TABLE>
Because the Century Life of America name change must be approved by each state
Insurance Commissioner, its new name will be used in each state on the later of
December 31, 1996 or the state approval date.
2. Management Agreement. At a meeting of the Board of Trustees held October 29,
1996, the Trustees approved a Management Agreement between CIMCO Inc. ("CIMCO")
and the Ultra Series Fund (the "Fund") and recommended the Management Agreement
for approval by the Shareholders of the Fund at a Shareholder meeting scheduled
for January 16, 1997. Subject to the affirmative vote of a majority of the
shares of each series of the Fund, effective May 1, 1997, the Management
Agreement will replace the existing Investment Advisory Agreement between the
Fund and Century Investment Management Co. last approved and continued by the
Board of Trustees on May 2, 1996. In addition, Century Life of America
management has indicated that effective May 1, 1997 it will not continue its
expense reimbursement agreement with the Fund, pursuant to which Century Life of
America has from year to year voluntarily agreed to absorb substantially 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. (See The Investment Adviser, page 12 of the USF
Prospectus). If the Management Agreement is approved, effective May 1, 1997, the
following paragraph will replace the third paragraph of the section headed The
Investment Adviser.
"The Investment Adviser, pursuant to a Management Agreement, provides
investment advice for each series of the Ultra Series Fund and provides
or arranges for the provision of all other services required by a
series through services agreements with affiliated and unaffiliated
service providers. As full compensation for these services, the Ultra
Series Fund pays the Investment Adviser a unitary fee computed at an
annualized percentage rate of the average value of the daily net assets
of each series as set forth in the table below:
Management Fee Table
Series Management Fee
Capital Appreciation Stock 0.80 %
Balanced 0.70 %
Growth & Income Stock 0.60 %
Bond 0.55 %
Money Market 0.45 %
Treasury 2000 0.45 %"
3. Amendment to Declaration of Trust. At a meeting of the Board of Trustees held
October 29, 1996, the Trustees approved Amendment No. 2 to the Declaration of
Trust of the Fund and recommended the Amendment for approval by the Shareholders
of the Fund at a Shareholder meeting scheduled for January 16, 1997. Subject to
the affirmative vote of a majority of the shares of all series of the Fund
voting as one class, effective May 1, 1997, the Fund's Amendment No. 2 to the
Declaration of Trust will be adopted 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 rather than one vote for each share of
the Fund. (See THE ULTRA SERIES FUND, page 7 and GENERAL
INFORMATION--Shareholders Rights, page 13 of the USF Prospectus). If the
Amendment is approved, and subject to obtaining an exemptive order from the SEC,
effective May 1, 1997, the following paragraphs will replace the first, second
and third paragraphs of the Section headed THE ULTRA SERIES FUND.
"The Ultra Series Fund is a diversified, open-end management investment
company established as a Massachusetts Business Trust under a
Declaration of Trust dated September 16, 1983, as amended October 22,
1985 and May 1, 1997. The Ultra Series Fund is a series fund with six
investment portfolios, each of which is, in effect, a separate mutual
fund. The six series within the Ultra Series Fund are: Capital
Appreciation Stock, Growth and Income Stock, Balanced, Bond, Money
Market, and Treasury 2000. In the future, the number of series may
change. The Ultra Series Fund issues two classes (Class C and Class Z)
of shares of beneficial interest for each series representing
fractional undivided interests in that series of the Fund. An investor
in a series is entitled to a pro-rata share of all dividends and
distributions arising from the net income and capital gains on the
investments of that series. An investor also shares in any losses of
that series. The Declaration of Trust permits the Ultra Series Fund to
issue an unlimited number of shares of each class in each series of the
Fund.
The Ultra Series Fund offers its shares to insurance company separate
accounts that may or may not be affiliated with CUNA Mutual Life
Insurance Company (the "Company") as funding vehicles for certain
individual variable annuity contracts, individual variable life
insurance contracts, and group variable annuity contracts, and to
qualified pension and retirement plans. The separate accounts
supporting individual variable annuity and variable life insurance
contracts are, like the Ultra Series Fund, registered as investment
companies with the Securities and Exchange Commission (the "SEC") and a
separate prospectus, which accompanies this Prospectus, describes each
such separate account and its related contract. The separate accounts
supporting group variable annuity contracts are not registered as
investment companies with the SEC and the interests in such separate
accounts are not registered as securities under the federal securities
laws. The qualified pension and retirement plans are not registered as
investment companies with the SEC and the interests in such plans are
not registered as securities under the federal securities laws. The
Ultra Series Fund does not offer its shares directly to the general
public.
Because shares of the Ultra Series Fund are sold to affiliated and
unaffiliated insurance company separate accounts as funding vehicles
for individual variable annuity and variable life insurance contracts,
and group variable annuity contracts, and to qualified pension and
retirement plans, it is possible that material conflicts could arise
between the interests of variable annuity contract owners and variable
life insurance contract owners, between the interests of owners of
variable annuity or variable life insurance contracts issued by
different insurance companies, or between the interests of owners of
variable annuity or variable life insurance contracts and qualified
pension and retirement plan participants. The Ultra Series Fund does
not currently foresee any disadvantage to variable annuity contract
owners, variable life insurance contract owners, or qualified pension
and retirement plan participants arising from the fact that shares of
the Ultra Series Fund are sold in the manner described above. However,
the Ultra Series Fund's Board of Trustees will continuously monitor
events to identify any potential material conflicts that may arise
between the interests of different categories of investors and to
determine what action, if any, should be taken to resolve such
conflicts. Such action may include redeeming shares of the Ultra Series
Fund held by one or more of the entities involved in any material
irreconcilable conflict."
If the Amendment is approved, effective May 1, 1997, the following paragraph
will replace the first paragraph of the section headed GENERAL INFORMATION --
Shareholder Rights.
"Pursuant to current interpretations of the Investment Company Act of
1940, the Company will solicit voting instructions with respect to any
matters that are presented to a vote of shareholders. On any matter
submitted to a vote of shareholders, all shares of the Ultra Series
Fund then issued and outstanding and entitled to vote shall be voted in
the aggregate and not by series or class, except for matters concerning
only a series or class. Certain matters approved by a vote of the
shareholders of the Ultra Series Fund may not be binding on a series or
class whose shareholders have not approved such matter. This will occur
if the matter affects interests of that series or class which are not
identical with the interests of all other series and classes such as
change in investment policy, approval of the Investment Adviser and
failure by the holders of a majority of the outstanding voting
securities of the series or class to approve the matter. The holder of
each share of each series of stock of the Ultra Series Fund shall be
entitled to one vote for each full dollar of net asset value and a
fractional vote for each fractional dollar of net asset value
attributed to the shareholder."
ULTRA SERIES FUND
Supplement Dated November 25, 1996
to
Ultra Series Fund Statement of Additional Information Dated May 1, 1996
("USF Statement of Additional Information")
1. Name Changes. Effective December 31, 1996 the following entities' names will
change and the listed new name should be substituted in the USF Statement of
Additional Information wherever the old name appears:
<TABLE>
<CAPTION>
Old Name New Name
<S> <C>
Century Life of America CUNA Mutual Life Insurance Company
Century Variable Annuity Account CUNA Mutual Life Variable Annuity Account
Century Variable Account CUNA Mutual Life Variable Account
Century Group Variable Annuity Account CUNA Mutual Life Group Variable Annuity Account
Century Investment Management Co. CIMCO Inc.
</TABLE>
Because the Century Life of America name change must be approved by each state
Insurance Commissioner, its new name will be used in each state on the later of
December 31, 1996 or the state approval date.
2. Management Agreement. At a meeting of the Board of Trustees held October 29,
1996, the Trustees approved a Management Agreement between CIMCO Inc. ("CIMCO")
and the Ultra Series Fund (the "Fund") and recommended the Management Agreement
for approval by the Shareholders of the Fund at a Shareholder meeting scheduled
for January 16, 1997. Subject to the affirmative vote of a majority of the
shares of each series of the Fund, effective May 1, 1997, the Management
Agreement will replace the existing Investment Advisory Agreement between the
Fund and Century Investment Management Co. last approved and continued by the
Board of Trustees on May 2, 1996. In addition, Century Life of America
management has indicated that effective May 1, 1997 it will not continue its
expense reimbursement agreement with the Fund, pursuant to which Century Life of
America has from year to year voluntarily agreed to absorb substantially 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. (See The Investment Adviser, page 10 of the USF
Statement of Additional Information). If the Management Agreement is approved,
effective May 1, 1997, the following paragraphs will replace the first and
second paragraphs of the section headed The Investment Adviser.
"The Management Agreement ("Agreement") requires that the Investment
Adviser provide continuous professional investment management of the
investments of the Ultra Series Fund, including establishing an
investment program complying with the investment objectives, policies
and restrictions of each series. In addition, the Adviser has agreed to
provide, or arrange to have provided, all services to each series of
the Ultra Series Fund, including but not limited to legal and
accounting services, mailing and printing services, custodial and
transfer agent services, etc. The Investment Adviser is CIMCO Inc. CUNA
Mutual Life Insurance Company, and CUNA Mutual Investment Corporation
each own a one-half interest in the Investment Adviser. CUNA Mutual
Insurance Society is the sole owner of CUNA Mutual Investment
Corporation. CUNA Mutual Investment Corporation is the sole owner of
CUNA Brokerage Services, Inc., the principal underwriter. The
Investment Adviser and the Ultra Series Fund have servicing agreements
with CUNA Mutual Life Insurance Company and with CUNA Mutual Insurance
Society. CUNA Mutual Life Insurance Company and CUNA Mutual Insurance
Society entered into a permanent affiliation July 1, 1990. At the
current time, all of the directors of CUNA Mutual Life Insurance
Company are also directors of CUNA Mutual and many of the senior
executive officers of CUNA Mutual Life Insurance Company hold similar
positions with CUNA Mutual.
The Investment Adviser, pursuant to a Management Agreement, provides
investment advice for each series of the Ultra Series Fund and provides
or arranges for the provision of all other services required by a
series through services agreements with affiliated and unaffiliated
service providers. As full compensation for these services, the Ultra
Series Fund pays the Investment Adviser a unitary fee computed at an
annualized percentage rate of the average value of the daily net assets
of each series as set forth in the table below:
Management Fee Table
Series Management Fee
Capital Appreciation Stock 0.80 %
Balanced 0.70 %
Growth & Income Stock 0.60 %
Bond 0.55 %
Money Market 0.45 %
Treasury 2000 0.45 %"
The total fee paid to the Investment Adviser during the year ended
December 31, 1993, was $450,212. The fees were allocated to the funds
as follows: $142,729 to Growth and Income Stock, $243,015 to Balanced,
$29,637 to Bond, $28,965 to Money Market, and $5,866 to Treasury 2000.
The total fee paid to the Investment Adviser during the year ended
December 31, 1994, was $594,112. The fees were allocated to the funds
as follows: $199,911 to Growth and Income Stock, $24,864 to Capital
Appreciation Stock, $300,282 to Balanced, $34,590 to Bond, $28,639 to
Money Market, and $5,826 to Treasury 2000. The total fee paid to the
Investment Adviser during the year ended December 31, 1995, was
$998,220. The fees were allocated to the funds as follows: $102,598 to
Capital Appreciation Stock, $355,655 to Growth and Income Stock,
$434,607 to Balanced, $51,014 to Bond, $47,967 to Money Market, and
$6,379 to Treasury 2000."
If the Management Agreement is approved, effective May 1, 1997, the fifth
paragraph of the section headed The Investment Adviser will be omitted.
If the Management Agreement is approved, effective May 1, 1997, the following
paragraph will replace the sixth paragraph of the section headed The Investment
Adviser.
"The Management Agreement has been approved by the beneficial owners of
the Ultra Series Fund and by the Trustees of the Ultra Series Fund,
including a majority of Trustees who are not parties to the Agreement
or interested persons to any such party as defined in the Investment
Company Act of 1940. The Agreement, unless sooner terminated, shall
continue until two years from the effective date of the Agreement and
thereafter shall continue automatically for periods of one calendar
year so long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the shareholders of the Ultra
Series Fund or by a majority of the Trustees, and (b) by a vote of a
majority of those Trustees who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval provided, the
Agreement may be terminated by the Ultra Series Fund at any time,
without the payment of any penalty, by vote of a majority of the
Trustees or by a majority vote of a majority of the shareholders on
sixty (60) days written notice to the Ultra Series Fund. The Agreement
will terminate automatically in the event of its assignment."
If the Management Agreement is approved, effective May 1, 1997, the following
paragraph will replace the paragraphs of the section headed Expenses of the
Fund.
"The Capital Appreciation Stock, Growth and Income Stock, Balanced,
Bond, and Money Market funds are currently obligated to pay to the
Investment Adviser the Management Fee set forth in Management Fee Table
above. As part of its services, the Investment Adviser has agreed to
provide or arrange to have provided, administrative services to each
series. Currently, the Company is providing some of these services on
behalf of the Investment Adviser."
