ULTRA SERIES FUND
N-30D, 1996-02-23
Previous: GENZYME CORP, 8-K, 1996-02-23
Next: CENTURY VARIABLE ACCOUNT, N-30D, 1996-02-23



Dear Contractholder:

It would be difficult  to imagine a more  favorable  environment  for stocks and
bonds than the U.S. markets of 1995!

The  combination  of rapidly  increasing  corporate  profits with almost no weak
sectors, very low inflation, rigorous monetary and (uncharacteristically) fiscal
restraint  from  Washington,  and a world  environment  that  favored  both U.S.
businesses and U.S. investment  securities pushed our stock markets ahead by 30%
to 40% and bonds by 15% to 35%. This was the fourth highest one-year  percentage
increase in our stock  market since World War II, and the third best bond market
gain since the 1930s.

By an even more  meaningful  measure,  it was the best year ever. More worldwide
investor wealth was created in 1995 by increases in bond and stock market values
than  ever  before.   And  most  of  these  gains  came  in  the  U.S.  markets.
Congratulations  to you for sharing in these gains through your ownership of the
Ultra Series Fund!

         Ultra Series Fund                            1995 Fund Return
         -----------------                            ----------------
         Capital Appreciation Stock Fund                   30.8%
         Growth and Income Stock Fund                      31.8%
         Balanced Fund                                     22.3%
         Bond Fund                                         16.4%
         Treasury 2000 Fund                                21.0%
         Money Market Fund                                  5.2%

Investors  now face a  difficult  dilemma.  Do we  continue  with our  long-term
investment  accumulation  programs,  or does the strong  advance of 1995 somehow
doom the next few years to such weak  returns that we should "cash out" and wait
on the sidelines for a more favorable time? Or, should we continue our programs,
but only in foreign  investment  markets that haven't run so far and so fast, at
least not recently?

Every investor knows the "right" answer to this question.  No one can accurately
predict the future, but the long-term future is likely to resemble the long-term
past. And history shows that  exceptional  market years are usually  immediately
followed by at least "good" market years, and longer-term  results are as likely
to be good  following a boom year as any other time. It is, in fact,  more risky
for long-term  investors to be out of the market than in, simply because returns
on stocks and bonds are higher on average than "safer" sideline investments like
CDs and money market funds.

In  our  view,  today's  economic  and  valuation  measures  also  support  this
conclusion. Corporate earnings growth rates will surely slow, but U.S. industry
continues to perform very well in the ever-expanding world markets. Inflationary
influences remain dormant.  Central bankers are pursuing conservative  policies,
and government  deficits are shrinking.  Population  trends should extend all of
these favorable  economic trends for many years.  And, the mere  continuation of
these  trends  in the near  term  should at least  hold  stock  and bond  market
valuations at current levels,  and could fuel further strong advances.  Although
1995-like returns should not be expected in 1996, we look for a good year, and a
very good next several years. We are investing accordingly.

Specific areas of particular  interest for stock investments are those companies
which have moved beyond cost-cutting and reengineering (which Chuck Gibbons, our
senior  stock  portfolio  manager,   calls  their  "urge  to  purge"),   through
restructurings and acquisitions  (their "urge to merge") to the point where they
can now internally  grow their  businesses by serving  growing end markets or by
creating a steady flow of new products and services to sell to existing  markets
(fulfilling their "urge to surge"!).  We also,  however,  need to see reasonable
valuations of these  companies'  stocks using  reasonable  expectations  for the
future.  We seek "safety"  through  conservative  stock  selection  criteria and
rigorous sell disciplines,  not by sitting on the sidelines. The current markets


                                       1
<PAGE>

are  presenting  at least an adequate  supply of stocks which  appear  worthy of
purchase,  many of which serve  fast-growing world markets from either a U.S. or
foreign headquarters.

In the bond markets,  unpredictable  changes in market interest rate levels will
always drive short-term  returns.  The consensus  outlook is for stable rates in
1996,  or even modest  further  declines,  which could  produce  another year of
double  digit  returns.  But, we don't seek to add value by guessing  short-term
interest rate  movements,  concentrating  instead on finding  long-term value in
bonds of various sectors,  quality ratings and issuers. All of our bond accounts
are of short or  intermediate  maturity  because  that's  where  adequate  price
stability can be achieved.  We have no trouble  finding such  reasonably  priced
bonds as we enter the 1996 markets.

Additional  descriptions  of our specific  portfolio  management  activities and
positions  are  presented  in the  following  Management's  Discussions  of 1995
Performance  for each of the Ultra Series  Funds.  We encourage you to read this
report and to contact your  representative if you have any questions about these
funds.

We are very  pleased  to have been part of your  investment  success  during the
great  U.S.  securities  markets of 1995.  We are even more  pleased to have the
opportunity  to work with you in the years ahead as we all pursue our  long-term
investment programs.
Thank you for your confidence.

Respectfully,

/s/ Lawrence R. Halverson

Lawrence R. Halverson, CFA
Vice President

December 31, 1995



                                       2
<PAGE>



              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

At this place, the shareholder report shows a graphic  representation of how the
Capital Appreciation Stock Fund compares to several indexes. $10,000 invested on
the  inception  date of January 3, 1994  would  have the  following  value as of
December 31, 1995.

     Capital Apppreciation Stock Fund*           $13,785
     S&P 500 Stock Index                          13,932
     Lipper Average**                             12,937
     Consumer Price Index                         10,516


The scale on this chart is different  from the scale on the other charts in this
report because the fund's inception date is January 3, 1994.

   -------------------------------------------------------------------------
            Average Annual Total Return Through December 31, 1995
   -------------------------------------------------------------------------
                                         One       Five     Since Inception
                                        Year       Years        of Fund
   ---------------------------------- ---------- ---------- ----------------
   Capital Appreciation Stock Fund***  30.75%       N/A         17.41%
   S&P 500 Stock Index                 37.53%       N/A         18.03%
   Lipper Average**                    31.49%       N/A         13.74%
   Consumer Price Index                 2.40%       N/A          2.55%
   
   ---------------------------------- ---------- ---------- ----------------


TEN LARGEST HOLDINGS (% of Portfolio)
Wang Laboratories, Inc....... 3.6%    MCI Communications.......... 3.0%
Pharmacia & Upjohn, Inc...... 3.2%    AT&T Corporation............ 2.6%
Owens Illinois, Inc.......... 3.2%    General Motors Corporation.. 2.2%
WMX Technologies, Inc........ 3.2%    Occidental Petroleum Corp... 2.0%
Airtouch Communications, Inc. 3.1%    Caremark International, Inc. 1.9%

At this place,  the shareholder  report contains a pie chart showing a portfolio
mix of 4.2% in short-term investments and 95.8% in common stocks.

   *Capital  Appreciation  Stock Fund  returns on the graph are from  inception,
    January 3, 1994.  Average Annual Total Returns are for the most recent 1, 5,
    and 10 years ending December 31, 1995.
  **Lipper  Performance  Summary  Average for Capital  Appreciation  Stock Funds
    represents  the average  annual total return of all the  underlying  Capital
    Appreciation  Stock Funds in Lipper Analytical  Services Variable  Insurance
    Products Performance Analysis Service.
 ***These  returns  are after all  charges  at the  mutual  fund level have been
    subtracted.  These  returns  are higher  than the  returns  at the  separate
    account  level because  charges made at the separate  account level have not
    been   subtracted.   Capital   Appreciation   Stock  Fund  expenses,   after
    reimbursement,  have  been .65%  annually,  that is,  approximately  $65 for
    $10,000  invested  during the entire year. More detail on fund level charges
    is shown in the Financial Highlights on page 38.
Figures for more than one year reflect a steady  compounded rate. Actual returns
fluctuated  year  by  year.   Because  principal  value  and  investment  return
fluctuate,  there may be a gain or loss on withdrawal.  Past  performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.



                                       3
<PAGE>



                   Management's Discussion of 1995 Performance
                         Capital Appreciation Stock Fund

Investment  Objective:  Seeks a high  level of  long-term  growth of  capital by
investing in common stocks,  including those of smaller  companies and companies
undergoing significant change.

Management's  Discussion:   The  year  1995  provided  exceptional  returns  for
investors  in U.S. stocks and bonds.  The  Capital  Appreciation  Stock  Fund's
investment  approach  of staying  invested in  reasonably  valued  companies  of
various sizes and in various  economic  sectors  caused the Fund's return to lag
the more widely cited "big cap" market indexes.  The Fund did, however,  advance
in line with the broader  market  indexes and with funds of the same  investment
objective:

     USF Capital Appreciation Stock Fund                         30.8%
     Russell 2000 Index (Small capitalization stocks)            28.4%
     Standard & Poor's 400 Index(Middle capitalization stocks)   32.4%
     Russell 1000 Index(Large capitalization stocks)             37.8%
     Standard & Poor's 500 Index(Large capitalization stocks)    37.5%
     Lipper Average of Capital Appreciation Funds                31.5%

The Fund's short term investment  holdings  averaged  approximately 7% of assets
during the year. This is a greater "cash" balance than we seek to maintain,  and
reflects the heavy flow of new shareholder  investments into the Fund throughout
the year. Because the stock markets advanced virtually without  interruption all
year,   the  higher  cash  balance  had  the  effect  of  reducing   returns  by
approximately  2.0% versus having these funds  invested in stocks.  At year end,
cash  balances  were 4.2% of Fund  assets,  a level more  representative  of the
"operating  reserves"  we intend to hold in the  Fund.  The other key  operating
factors  causing a difference  between the Fund's  return and that of the market
indexes were Fund  expenses,  which amounted to .65% of Fund assets in 1995, and
transaction  costs.  Market indexes are not actual  investment  funds and do not
bear either expenses or transaction costs.

The stocks in the Capital Appreciation Stock Fund provided a return for the year
of  approximately  33.4%.  This compares  with the S&P 500 return of 37.4%.  The
difference was due primarily to the following factors:

Smaller  capitalization  stocks  underperformed larger capitalization stocks (as
indicated  above by the Russell  Indexes) by 9.4%. The Fund's  portfolio is much
more  heavily  represented  in smaller  capitalization  stocks  than the S&P 500
index.

Small  capitalization value stocks  underperformed  small capitalization  growth
stocks during the year by 5.3%. The Fund typically  employs a value  orientation
to stock selection, based on the favorable long term return record of value over
growth.

Although the above size and style comparisons already capture many of the sector
and stock selection differences between the Fund and the S&P 500 Index, the 1995
performance lag can also be attributed to the Fund's  underweighting in consumer
staples   stocks   (approximately   8%  versus   12%  in  the  S&P   500),   and
underperformance  of the Fund's  utility and capital goods  holdings.  Partially
offsetting these factors were the Fund's slight outperformance and overweighting
in the energy sector, and its marked outperformance in technology (+52.2% versus
+37.5% for the S&P 500's tech stocks).  This technology stock outperformance was
somewhat diminished by the Fund's  underweighting in this sector  (approximately
9.2% for the year versus 10.6% for the S&P 500).

The  Capital  Appreciation  Stock Fund  enters  the new year with  approximately
market  weightings in most sectors,  but an overweighting  in healthcare  (14.5%
versus 10.5% in the S&P 500),  and  underweightings  in consumer  staples  (9.4%
versus 12.2%) and basic materials (4.1% versus 6.8%).  These weightings  reflect
the  types of stocks we are  finding  that  appear  most  attractive;  we do not
attempt to make general judgements about the relative prospects of various broad
economic sectors nor of the various segments of the securities markets.

The performance in 1995 of financial assets like those in the Fund was far above
the long-term  averages.  One should not expect  returns of these  magnitudes in
1996. Nor,  however,  should  investors  abandon  long-term  asset  accumulation
programs  in  expectation  of a market  setback.  We see no  reason  to expect a
negative change in the long-term performance of stocks and bonds and, therefore,
see more risk to the long-term  investor in "sitting on the  sidelines"  than in
"remaining  in the game" by  accumulating  a  diversified  portfolio of quality,
reasonably  priced  securities  like  those we seek to  provide  in the  Capital
Appreciation Stock Fund.

Charles R. Gibbons, CFA, CPA        Lawrence R. Halverson, CFA
Senior Investment Officer           Vice President
Century Investment Management Co.   Century Investment Management Co.



                                       4
<PAGE>



                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

At this place, the shareholder report shows a graphic  representation of how the
Growth and Income Stock fund compares to several  indexes.  $10,000  invested on
the  inception  date of January 3, 1985  would  have the  following  value as of
December 31, 1995.

     Growth and Income Stock Fund*               $41,576
     S&P 500 Stock Index                          52,528
     Lipper Average**                             44,766
     Consumer Price Index                         14,559

    -----------------------------------------------------------------------
            Average Annual Total Return Through December 31, 1995
    -----------------------------------------------------------------------
                                         One         Five          Ten
                                        Year         Years        Years
    -------------------------------- ------------ ------------ ------------
    Growth and Income Stock Fund***    31.75%       15.51%       12.90%
    S&P 500 Stock Index                37.53%       16.62%       13.30%
    Lipper Average**                   31.11%       15.77%       12.99%
    Consumer Price Index                2.40%        2.76%        3.44%
    -------------------------------- ------------ ------------ ------------


TEN LARGEST HOLDINGS (% of Portfolio)
AT&T Corporation........... 3.8%    GTE Corp...................2.7%
WMX Technologies, Inc.......3.8%    MCI Communications.........2.7%
Amoco Corporation.......... 3.3%    Allstate Corporation.......2.6%
International Business              Tyson Foods Inc., Class A..2.5%
   Machines, Inc........... 3.3%    General Motors Corporation.2.4%
Sara Lee Corp.............. 3.0%

At this place,  the shareholder  report contains a pie chart showing a portfolio
mix of 6.9% in short-term investments and 93.1% in common stocks.

   *Growth and  Income  Stock  Fund  returns on the graph are from  inception,
    January 3, 1985.  Average Annual Total Returns are for the most recent 1, 5,
    and 10 years ending December 31, 1995.
  **The Lipper  Performance  Summary  Average for Growth and Income  Stock Funds
    represents the average annual total return of all the underlying  Growth and
    Income Stock Funds in Lipper Analytical Services Variable Insurance Products
    Performance Analysis Service.
 ***These  returns  are after all  charges  at the  mutual  fund level have been
    subtracted.  These  returns  are higher  than the  returns  at the  separate
    account  level because  charges made at the separate  account level have not
    been subtracted. Growth and Income Stock Fund expenses, after reimbursement,
    have been .65% annually,  that is,  approximately  $65 for $10,000  invested
    during the entire  year.  More detail on fund level  charges is shown in the
    Financial Highlights on page 39.
Figures for more than one year reflect a steady  compounded rate. Actual returns
fluctuated  year  by  year.   Because  principal  value  and  investment  return
fluctuate,  there may be a gain or loss on withdrawal.  Past  performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.



                                       5
<PAGE>



                   Management's Discussion of 1995 Performance
                          Growth and Income Stock Fund

Investment  Objective:  Seeks  long-term  growth of  capital,  with  income as a
secondary  consideration,  by investing  primarily in common stocks of companies
with financial and market strengths and long-term records of performance.

Management's  Discussion:   The  year  1995  provided  exceptional  returns  for
investors  in U.S.  stocks and  bonds.  The  Growth  and  Income  Stock  Fund's
investment approach of staying invested in reasonably valued stocks of generally
larger companies in various economic sectors caused the Fund's return to lag the
more widely cited "big cap" market indexes.  The Fund did,  however,  advance in
line with the  broader  market  indexes  and with  funds of the same  investment
objective:

     USF Growth and Income Stock Fund                           31.8%
     Russell 2000 Index (Small capitalization stocks)           28.4%
     Standard & Poor's 400 Index (Middle capitalization stocks) 32.4%
     Russell 1000 Index (Large capitalization stocks)           37.8%
     Standard & Poor's 500 Index (Large capitalization stocks)  37.5%
     Lipper Average of Growth and Income Funds                  31.1%

The Fund's short term investment  holdings  averaged  approximately 8% of assets
during the year. This is a greater "cash" balance than we seek to maintain,  and
was attributable to the heavy flow of new shareholder  investments into the Fund
throughout  the  year.  Because  the stock  market  advanced  virtually  without
interruption  all year,  the higher  cash  balance  had the  effect of  reducing
returns by approximately  2.4% versus having these funds invested in stocks.  At
year end,  cash  balances  were still 6.9% of Fund  assets,  but have since been
reduced further to a level more  representative  of the "operating  reserves" we
intend to hold in the Fund. The other key operating factors causing a difference
between the Fund's  return and that of the market  indexes  were Fund  expenses,
which amounted to .65% of Fund assets in 1995,  and  transaction  costs.  Market
indexes  are not actual  investment  funds and do not bear  either  expenses  or
transaction costs.

The stocks in the Growth and Income Stock Fund provided a return for the year of
approximately  34.7%.  This  compares  with the S&P 500  return  of  37.4%.  The
difference was due primarily to the following factors:

Smaller  capitalization  stocks  underperformed larger capitalization stocks (as
indicated  above by the Russell  Indexes) by 9.4%. The Fund's  portfolio is more
heavily represented in smaller capitalization stocks than the S&P 500 index.

Small  capitalization value stocks  underperformed  small capitalization  growth
stocks during the year by 5.3%. The Fund typically  employs a value  orientation
to stock selection, based on the favorable long term return record of value over
growth.

 Although  the above  size and style  comparisons  already  capture  many of the
sector and stock selection  differences  between the Fund and the S&P 500 Index,
the 1995 performance lag can also be attributed to the Fund's  underweighting in
technology  stocks  (approximately  6.5%  versus  10.6%  in the  S&P  500),  and
underperformance  of the Fund's  basic  materials  and capital  goods  holdings.
Partially  offsetting  these factors were the Fund's slight  outperformance  and
overweighting  in  utilities,  and its  overweighting  in the strong  performing
health care and financial services sectors.

The Growth and Income Stock Fund enters the new year with  approximately  market
weightings in most sectors,  but overweightings in utilities (17.1% versus 12.7%
in the S&P 500) and energy (12.2% versus 9.5%), and  underweightings in consumer
cyclicals  (10.2%  versus  13.6%),   basic  materials  (4.2%  versus  6.8%)  and
technology (7.7% versus 9.8%).  These weightings  reflect the types of stocks we
are  finding  that  appear most  attractive;  we do not attempt to make  general
judgements about the relative prospects of various broad economic sectors nor of
the various segments of the securities markets. However, the "growth and income"
nature of this Fund typically leads to overweightings  in yield-oriented  stocks
(like  utilities and  financials) and  underweightings  in  non-dividend  paying
companies (like many of the technology companies).

The performance in 1995 of financial assets like those in the Fund was far above
the long-term  averages.  One should not expect  returns of these  magnitudes in
1996. Nor,  however,  should  investors  abandon  long-term  asset  accumulation
programs  in  expectation  of a market  setback.  We see no  reason  to expect a
negative change in the long-term performance of stocks and bonds and, therefore,
see more risk to the long-term  investor in "sitting on the  sidelines"  than in
"remaining  in the game" by  accumulating  a  diversified  portfolio of quality,
reasonably  priced  securities  like  those we seek to provide in the Growth and
Income Stock Fund.

Charles R. Gibbons, CFA, CPA       Lawrence R. Halverson, CFA
Senior Investment Officer          Vice President
Century Investment Management Co.  Century Investment Management Co.

                                       6
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

At this place, the shareholder report shows a graphic  representation of how the
Balanced Fund compares to several  indexes.  $10,000  invested on the inception
date of January 3, 1985 would have the following value as of December 31, 1995.

     Balanced Fund*                    $33,300
     Synthetic Index**                  35,871
     Lipper Average***                  33,301
     Consumer Price Index               14,559

   ------------------------------------------------------------------------
            Average Annual Total Return Through December 31, 1995
   ------------------------------------------------------------------------
                                       One          Five          Ten
                                      Year         Years         Years
     ------------------------------- ------------ ------------- -------------
   Balanced Fund****                 22.27%        11.23%        10.62%
   Synthetic Index                   23.53%        11.60%        11.33%
   Lipper Average***                 24.60%        11.79%        10.20%
   Consumer Price Index               2.40%         2.76%         3.44%
   ------------------------------- ------------ ------------- -------------

At this place,  the shareholder  report contains a pie chart showing a portfolio
mix of 9.7% in short-term  investments,  10.6% in  government  and agency bonds,
33.9% in corporate bonds, and 45.8% in common stocks.

    *Balanced  Fund  returns on the graph are from  inception,  January 3, 1985.
     Average  Annual  Total  Returns  are for the most recent 1, 5, and 10 years
     ending December 31, 1995.
   **The  Synthetic  Index  represents  the average  annual  total  returns of a
     portfolio which was annually readjusted to 45% Standard and Poor's 500, 40%
     Lehman  Intermediate  Government/Corporate  Index,  and 15% 90-Day Treasury
     Bills.
  ***The Lipper  Performance  Summary Average for Balanced Funds  represents the
     average annual total return of all the underlying  Balanced Funds in Lipper
     Analytical  Services  Variable  Insurance  Products   Performance  Analysis
     Service.
 ****These  returns  are after all  charges at the  mutual  fund level have been
     subtracted.  These  returns  are higher  than the  returns at the  separate
     account level because  charges made at the separate  account level have not
     been subtracted.  Balanced Fund expenses,  after  reimbursement,  have been
     .65% annually,  that is,  approximately $65 for $10,000 invested during the
     entire year.  More detail on fund level  charges is shown in the  Financial
     Highlights on page 40.
Figures for more than one year reflect a steady  compounded rate. Actual returns
fluctuated  year  by  year.   Because  principal  value  and  investment  return
fluctuate,  there may be a gain or loss on withdrawal.  Past  performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.



                                       7
<PAGE>



                   Management's Discussion of 1995 Performance
                                  Balanced Fund

Investment  Objective:  Seeks a high total  return  through the  combination  of
income and capital growth by investing in common stocks of the type owned in the
Growth and Income and Capital  Appreciation Stock Funds, bonds of the type owned
in the Bond Fund and money  market  instruments  of the type  owned in the Money
Market Fund.

Management's  Discussion:   The  year  1995  provided  exceptional  returns  for
investors in U.S. stocks and bonds. The Balanced Fund's conservative investment
approach of staying  invested in reasonably  valued,  higher  quality stocks and
bonds  allowed it to advance in line with the  broader  market  indexes and with
similar funds:

         USF Balanced Stock Fund                   22.3%

         Synthetic Index *                         23.5%

         Lipper Average of Balanced Funds          24.6%

* 45% Standard & Poor's 500, 40% Lehman Intermediate  Government/Corporate  Bond
  Index and 15% 90-day U.S. Treasury bills.

The key  operating  factors  causing a difference  between the  Balanced  Fund's
return and that of the synthetic  index were Fund  expenses,  which  amounted to
 .65% of Fund  assets in 1995,  and  transaction  costs.  Market  indexes are not
actual investment funds and do not bear either expenses or transaction costs.

The Fund's  performance  relative  to the  synthetic  index was also  negatively
impacted by the  relative  underperformance  of the stocks (as  described in the
preceding Management's Discussion of Performance of the Capital Appreciation and
Growth and Income Stock Funds),  partially offset by the relative outperformance
of  the  bonds  (as  described  in  the  following  Management's  Discussion  of
Performance of the Bond Fund).

The performance in 1995 of financial assets like those in the Fund was far above
the long-term  averages.  One should not expect  returns of these  magnitudes in
1996. Nor,  however,  should  investors  abandon  long-term  asset  accumulation
programs  in  expectation  of a market  setback.  We see no  reason  to expect a
negative change in the long-term performance of stocks and bonds and, therefore,
see more risk to the long-term  investor in "sitting on the  sidelines"  than in
"remaining  in the game" by  accumulating  a  diversified  portfolio of quality,
reasonably priced securities like those we seek to provide in the Balanced Fund.
<TABLE>
<S>                              <C>                                <C>
Lawrence R. Halverson, CFA       Charles R. Gibbons, CFA, CPA       Joseph L. Gogola, CFA
Vice President                   Senior Investment Officer          Senior Investment Officer
Century Investment Mgmt Co.      Century Investment Mgmt Co.        Century Investment Mgmt Co.
</TABLE>
                                                        
                                                          

                                       8
<PAGE>



                         BOND FUND OF ULTRA SERIES FUND
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

At this place, the shareholder report shows a graphic  representation of how the
Bond Fund compares to several indexes. $10,000 invested on the inception date of
January 3, 1985 would have the following value as of December 31, 1995.

     Bond Fund*                        $26,552
     Lehman Brothers Intermediate
     Government/Corporate Bond Index    27,487
     Lipper Average**                   24,086
     Consumer Price Index               14,559
 
   --------------------------------------------------------------------------
             Average Annual Total Return Through December 31, 1995
   -------------------------------- ------------- ------------- -------------
                                        One           Five          Ten
                                        Year         Years         Years
   -------------------------------- ------------- ------------- -------------
   Bond Fund***                        16.37%        8.44%         8.37%
   Lehman Brothers Intermediate
      Govt./Corporate Bond Index       15.31%        8.61%         8.81%
   Lipper Average**                    12.04%        7.19%         6.23%
   Consumer Price Index                 2.40%        2.76%         3.44%
   -------------------------------- ------------- ------------- -------------

At this place,  the shareholder  report contains a pie chart showing a portfolio
mix of 3.4% in short-term investments, 18.0% in government and agency bonds, and
78.6% in corporate bonds.

   *Bond Fund returns on the graph are from inception, January 3, 1985.
    Average  Annual  Total  Returns  are for the most  recent 1, 5, and 10 years
    ending December 31, 1995.
  **The Lipper  Performance  Summary average for  Short/Intermediate  Investment
    Grade Funds represents the average annual total return of all the underlying
    Short/Intermediate  Investment  Grade  Funds in Lipper  Analytical  Services
    Variable Insurance Products Performance Analysis Service.
 ***These  returns  are after all  charges  at the  mutual  fund level have been
    subtracted.  These  returns  are higher  than the  returns  at the  separate
    account  level because  charges made at the separate  account level have not
    been subtracted.  Bond Fund expenses,  after  reimbursement,  have been .65%
    annually,  that is, approximately $65 for $10,000 invested during the entire
    year. More detail on fund level charges is shown in the Financial Highlights
    on page 41.
Figures for more than one year reflect a steady  compounded rate. Actual returns
fluctuated  year  by  year.   Because  principal  value  and  investment  return
fluctuate,  there may be a gain or loss on withdrawal.  Past  performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.



                                       9
<PAGE>



                   Management's Discussion of 1995 Performance
                                    Bond Fund

Investment Objective:  Seeks a high level of current income, consistent with the
prudent  limitation  of  investment  risk,  through  investment in a diversified
portfolio of fixed  income  securities  with  maturities  of up to 30 years.  It
emphasizes intermediate-term securities.

Management's  Discussion:   The  year  1995  provided  exceptional  returns  for
investors  in U.S. stocks and bonds.  The Bond Fund's  conservative  investment
approach of staying  invested in the more  attractive  sectors of the U.S. bond
market,  concentrating  on  intermediate  maturities,  allowed the fund to fully
participate  in the market  advance as represented by market indexes and similar
funds:

     USF Bond Fund                                                    16.4%

     Lehman Brothers Intermediate Government/Corporate Bond Index     15.3%

     Lipper Average of Bond Funds                                     12.0%

The key operating  factors  causing a difference  between the Bond Fund's return
and that of the index were Fund expenses,  which amounted to .65% of Fund assets
in 1995, and transaction  costs.  Market indexes are not actual investment funds
and do not bear either expenses or transaction costs. Without operating expenses
and costs,  the Fund's return would have exceeded the indexes by an even greater
amount.

The Fund's  performance  relative  to the index was  positively  impacted by the
Fund's  somewhat longer duration (4.0 versus 3.1 for the index) during a year of
markedly declining interest rates, and greater use of higher returning corporate
bonds versus U.S. Treasury and government agency securities  (approximately 80%
versus 22%).  These  differences were retained through year end and position the
Fund well for  continued  declines  or a  stabilizing  of interest  rates.  This
positioning also limits risk if the consensus expectations prove to be wrong and
interest rates rise in 1996.

The performance in 1995 of financial assets like those in the Fund was far above
the long-term  averages.  One should not expect  returns of these  magnitudes in
1996. Nor,  however,  should  investors  abandon  long-term  asset  accumulation
programs  in  expectation  of a market  setback.  We see no  reason  to expect a
negative change in the long-term performance of stocks and bonds and, therefore,
see more risk to the long-term  investor in "sitting on the  sidelines"  than in
"remaining  in the game" by  accumulating  a  diversified  portfolio of quality,
reasonably priced securities like those we seek to provide in the Bond Fund.

Joseph L. Gogola, CFA                Lawrence R. Halverson, CFA
Senior Investment Officer            Vice President
Century Investment Management Co.    Century Investment Management Co.



                                       10
<PAGE>



                     TREASURY 2000 FUND OF ULTRA SERIES FUND
               COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT

At this place, the shareholder report shows a graphic  representation of how the
Treasury  2000  Fund  compares  to  several  indexes.  $10,000  invested  on the
inception  date of July 28, 1988 would have the  following  value as of December
31, 1995.

     Treasury 2000 Fund*                    $23,385
     Lipper Average**                        23,778
     Lehman Brothers Intermediate
     Treasury Bond Index                     19,453
     Consumer Price Index                    13,289
          
  --------------------------------------------------------------------------
            Average Annual Total Return Through December 31, 1995
  --------------------------------------------------------------------------
                                        One        Five          Since
                                       Year       Years       Inception of
                                                                 Fund
  ---------------------------------- ---------- ----------- ----------------
  Treasury 2000 Fund***               20.98%       11.02%        11.99%
  Lipper Average**                    25.24%       12.06%        12.24%
  Lehman Brothers Intermediate
  Treasury Bond Index                 14.42%        8.22%         9.28%
  Consumer Price Index                 2.40%        2.76%         3.27%
  
  ---------------------------------- ---------- ----------- ----------------

   *Treasury 2000 Fund returns on the graph are from inception, July 28, 1988.
    Average  Annual  Total  Returns  are for the most  recent 1, 5, and 10 years
    ending December 31, 1995.
  **The Lipper Performance  Summary Average for Target Maturity Funds represents
    the average annual total return of all the underlying  Target Maturity Funds
    in  Lipper  Analytical  Services  Variable  Insurance  Products  Performance
    Analysis Service.
 ***These  return  are after all  charges  at the  mutual  fund  level have been
    subtracted.  These  returns  are higher  than the  returns  at the  separate
    account  level because  charges made at the separate  account level have not
    been subtracted.  Treasury 2000 Fund expenses have been .45% annually,  that
    is, approximately $45 for $10,000 invested during the entire year.
Figures for more than one year reflect a steady  compounded rate. Actual returns
fluctuated  year  by  year.   Because  principal  value  and  investment  return
fluctuate,  there may be a gain or loss on withdrawal.  Past  performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.




                                       11
<PAGE>



                   Management's Discussion of 1995 Performance
                               Treasury 2000 Fund

Investment  Objective:  Seeks  safety of capital  and a  relatively  predictable
payout upon  Portfolio  Maturity,  primarily by  investing in Stripped  Treasury
Securities.

Management's  Discussion:   The  year  1995  provided  exceptional  returns  for
investors  in U.S.  stocks and  bonds.  The  Treasury  2000  Fund's  investment
approach of staying  invested  exclusively  in U.S. Treasury  Strips or similar
zero coupon  securities  with a maturity date of November 15, 2000,  allowed the
Fund to advance  strongly  with the bond  market and  similar  funds as interest
rates declined:

       USF Treasury 2000 Fund                           21.0%

       Lehman Intermediate Treasury Bond Index          14.4%

       Lipper Average of Target Maturity Funds          25.2%

The key operating factors causing a difference  between the Treasury 2000 Fund's
return and that of the index were Fund expenses,  which amounted to .45% of Fund
assets in 1995, and transaction costs.  Market indexes are not actual investment
funds and do not bear either expenses or transaction  costs.  Without  operating
expenses and costs, the Fund's return would have exceeded the indexes by an even
greater amount.

The Treasury 2000 Fund's 1995  performance  relative to the index was positively
impacted by the Fund's  somewhat  longer duration (5.3 versus 3.1 for the index)
during a year of  markedly  declining  interest  rates.  Similarly,  the average
target  maturity fund in the Lipper average has a longer duration than the Fund,
producing the higher return for this "peer group average" in 1995.

Between now and the November  15, 2000,  maturity  and  distribution  date,  the
Fund's returns will reflect changes in market interest rate levels,  but will be
primarily  impacted by the appreciation of the Fund's  investment  securities to
their face value at maturity.  A Fund share  purchased on December 31, 1995, and
held to the November 15, 2000,  maturity  date would provide a yield to maturity
of 4.81%.

The performance in 1995 of financial assets like those in the Fund was far above
the long-term  averages.  One should not expect  returns of these  magnitudes in
1996. Nor,  however,  should  investors  abandon  long-term  asset  accumulation
programs  in  expectation  of a market  setback.  We see no  reason  to expect a
negative change in the long-term performance of stocks and bonds and, therefore,
see more risk to the long-term  investor in "sitting on the  sidelines"  than in
"remaining  in the game" by  accumulating  a  diversified  portfolio of quality,
reasonably  priced securities like those we seek to provide in the Treasury 2000
Fund.

Joseph L. Gogola, CFA                 Lawrence R. Halverson, CFA
Senior Investment Officer             Vice President
Century Investment Management Co.     Century Investment Management Co.




                                       12
<PAGE>



                                ULTRA SERIES FUND
                       Statement of Assets and Liabilities
                                December 31, 1995
<TABLE>
<CAPTION>
                                                Capital      Growth and                                       Money        Treasury
                                             Appreciation   Income Stock     Balanced          Bond          Market          2000
Assets:                                       Stock Fund        Fund           Fund            Fund           Fund           Fund
                                              ----------        ----           ----            ----           ----           ----
<S>                                        <C>           <C>             <C>             <C>            <C>              <C>       
Investments in securities, at value,      
   (note 2) - see accompanying schedule
   (cost $35,590,786)                      $39,009,539   $         --    $         --    $        --    $        --      $       --
   (cost $90,819,574)                               --    103,028,280              --             --             --              --
   (cost $100,610,618)                              --             --     109,598,168             --             --              --
   (cost $ 12,942,480)                              --             --              --     13,514,654             --              --
   (cost $ 11,363,235)                              --             --              --             --     11,363,235              --
   (cost $ 1,273,222)                               --             --              --             --             --       1,545,960
  Receivable for securities sold                    --      1,040,686       1,250,031             --             --              --
  Receivable for shares purchased                   --             --              --          3,577             --              --
  Accrued interest receivable                    8,895          6,902         786,313        213,376         19,156              --
  Accrued dividends receivable                  65,914        249,200         117,691             --             --              --
                                           -----------    -----------     -----------     ----------     ----------      ----------
    Total assets                            39,084,348    104,325,068     111,752,203     13,731,607     11,382,391       1,545,960
                                           -----------    -----------     -----------     ----------     ----------      ----------
                                          
Liabilities:                              
  Payable for securities purchased             884,775      2,019,146         714,422             --             --              --
  Payable for shares redeemed                   63,684        116,754          12,772             --            533              --
  Dividends payable                                 --             --              --             --          1,557              --
  Accrued expenses                              18,557         51,006          56,051          6,839          6,172             633
                                           -----------    -----------     -----------     ----------     ----------      ----------
    Total liabilities                          967,016      2,186,906         783,245          6,839          8,262             633
                                           -----------    -----------     -----------     ----------     ----------      ----------
Net assets applicable to outstanding      
capital stock                               38,117,332    102,138,162     110,968,958     13,724,768     11,374,129       1,545,327
                                           ===========    ===========     ===========     ==========     ==========      ==========
Represented by:                           
  Capital stock, par value $.01                $30,466        $56,111         $75,853        $12,913       $113,742          $1,825
  Additional paid-in capital                34,661,052     89,702,836     101,688,742     13,135,332     11,260,387       1,270,764
  Undistributed net investment income            7,061         10,991          23,449          4,349             --              --
  Undistributed net realized gain (loss)
   on investments                                   --        159,518         193,364             --             --              --
  Unrealized appreciation (depreciation)
   on investments                            3,418,753     12,208,706       8,987,550        572,174             --         272,738
                                           -----------    -----------     -----------     ----------     ----------      ----------
                                          
Total net assets - representing net assets
applicable to outstanding capital stock    $38,117,332   $102,138,162    $110,968,958    $13,724,768    $11,374,129      $1,545,327
                                           ===========    ===========     ===========     ==========     ==========      ==========
Number of shares issued and outstanding
(note 5)                                     3,046,550      5,611,047       7,585,243      1,291,279     11,374,129         182,546
                                           ===========    ===========     ===========     ==========     ==========      ==========
Net asset value per share of outstanding
capital stock (note 2)                          $12.51         $18.20          $14.63         $10.63          $1.00           $8.47
                                           ===========    ===========     ===========     ==========     ==========      ==========
                                      
</TABLE>

See accompanying notes to financial statements.



                                       13
<PAGE>



              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
                            Investments in Securities
                                December 31, 1995

<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK                   % Net        Quality      Annualized       Maturity             Par
FUND INVESTMENTS:                           Assets        Rating*         Yield           Date             Amount            Value
                                            ------        -------         -----           ----             ------            -----
<S>                                         <C>           <C>             <C>             <C>           <C>             <C>
Short-Term Investments:
Commercial Paper/Savings:                    6.9%
   Chase Manhattan - Cash Account                                         4.82%                         $2,628,157      $2,628,157
                                                                                                                         ---------

     TOTAL SHORT-TERM INVESTMENTS                                                                                       $2,628,157
                                                                                                                         ---------

                                             % Net
Long-Term Investments:                      Assets                                                         Shares            Value
Common Stocks:                               95.4%

Forest Products/Paper:                       1.4%
   Champion International Corp.                                                                             12,550         527,100
                                                                                                                          --------


Insurance:                                   3.5%
   Allstate Corporation                                                                                     15,602         641,632
   Prudential Reinsurance Holdings, Inc.                                                                    28,800         673,200
                                                                                                                          --------
     Insurance total                                                                                                     1,314,832
                                                                                                                          --------

Investment Banking/Brokerage:                3.9%
   Dean Witter Discover & Company                                                                           10,400         488,800
   Morgan Stanley Group, Inc.                                                                                4,700         378,938
   Salomon Inc.                                                                                             17,400         617,700
                                                                                                                          --------
     Investment Banking/Brokerage total                                                                                  1,485,438
                                                                                                                          --------

Banks:                                       2.1%
   Bankers Trust New York Corp.                                                                              7,700         512,050
   Citicorp, Inc.                                                                                            4,500         302,625
                                                                                                                          --------
     Banks total                                                                                                           814,675
                                                                                                                          --------

Finance Companies:                           0.5%
   Credit Acceptance Corp.***                                                                               10,000         207,500
                                                                                                                          --------

Drugs/Health Care:                          11.2%
   American Home Products Corp.                                                                              2,600         252,200
   Bristol-Meyers Squibb Co.                                                                                 2,500         214,687
   Caremark International, Inc.                                                                             40,000         725,000
   Centocor Inc.***                                                                                         14,000         432,250
   Glaxo Wellcome - ADR                                                                                     25,500         720,375
   Perrigo Company***                                                                                       37,000         439,375
   Pharmacia & Upjohn, Inc.                                                                                 31,820       1,233,025
   Smithkline Beecham - ADR                                                                                  4,300         238,650
                                                                                                                          --------
     Drugs/Health Care total                                                                                             4,255,562
                                                                                                                          --------

Cosmetics/Personal Care:                     0.3%
   Estee Lauder Companies - Class A                                                                          3,300         115,087
                                                                                                                          ---------
</TABLE>

                                       14
<PAGE>


              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK                   % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
<S>                                          <C>                                                            <C>           <C>    
Hospital Management/Supplies:                0.7%
   Healthsouth Corp.***                                                                                      9,600        $279,600
                                                                                                                          --------

Nursing Home Management:                     0.5%
   ARV Assisted Living***                                                                                   16,000         188,000
                                                                                                                          --------

Retail-Department:                           0.5%
   Carson Pirie Scott***                                                                                     9,300         184,837
                                                                                                                          --------

Retail-Discount:                             1.8%
   Price/Costco, Inc.***                                                                                    45,900         699,975
                                                                                                                          --------

Retail-Specialty:                            0.3%
   Baker (J.), Inc.                                                                                         21,550         123,912
                                                                                                                          --------

Real Estate:                                 0.7%
   Town & Country Trust                                                                                     21,500         279,500
                                                                                                                          --------

Leisure Time:                                1.2%
   Johnson Worldwide Associates, Inc.
   Class A***                                                                                               19,600         441,000
                                                                                                                          --------

Media:                                       0.8%
   Emmis Broadcasting Corp. - Class A***                                                                     9,500         294,500
                                                                                                                          --------

Publishing/Printing:                         1.1%
   K-III Communications, Inc.***                                                                            33,700         408,612
                                                                                                                          --------

Foods - Products & Service:                  5.3%
   Brothers Gourmet Coffee, Inc.***                                                                         27,700         100,412
   Hudson Foods, Inc.                                                                                       14,700         253,575
   Nabisco Holdings Corp, - Class A                                                                         11,600         378,450
   Sara Lee Corp.                                                                                           20,000         637,500
   Tyson Foods, Inc. - Class A                                                                              25,000         653,125
                                                                                                                          --------
     Foods - Products & Service total                                                                                    2,023,062
                                                                                                                          --------

Auto-Related:                                5.9%
   Bandag Inc.                                                                                               3,000         162,375
   Bandag Inc. - Class A                                                                                    11,800         625,400
   General Motors Corporation                                                                               16,100         851,288
   Jason, Inc.***                                                                                           37,000         240,500
   Strattec Security Corp.***                                                                               21,600         383,400
                                                                                                                          --------
     Auto-Related total                                                                                                  2,262,963
                                                                                                                          --------

Home Furnishings:                            3.5%
   Congoleum Corporation***                                                                                 20,800         223,600
   Department 56, Inc.***                                                                                   18,200         698,425
   Triangle Pacific Inc.***                                                                                 24,200         414,425
                                                                                                                          --------
     Home Furnishings total                                                                                              1,336,450
                                                                                                                          --------

</TABLE>
                                       15
<PAGE>

              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK                   % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
<S>                                         <C>                                                             <C>           <C>     
Apparel/Textile:                             1.2%
   Authentic Fitness                                                                                         7,700        $159,775
   Farah, Inc.***                                                                                            6,000          28,500
   Kellwood Co.                                                                                             13,500         275,063
                                                                                                                          --------
     Apparel/Textile total                                                                                                 463,338
                                                                                                                          --------

Air Transport:                               0.4%
   Midwest Express Holdings***                                                                               5,700         158,175
                                                                                                                          --------

Office Equipment/Computers:                  7.5%
   Amdahl Corp.***                                                                                          36,700         311,950
   EMC Corp.***                                                                                             29,900         459,712
   International Business Machines Corp.                                                                     5,750         527,563
   Seagate Technology, Inc.***                                                                               3,700         175,750
   Wang Laboratories, Inc.***                                                                               83,100       1,381,538
                                                                                                                          --------
     Office Equipment/Computers total                                                                                    2,856,513
                                                                                                                          --------

Electronics:                                 0.7%
   Texas Instruments, Inc.                                                                                   5,000         258,750
                                                                                                                          --------

Aerospace/Defense:                           0.7%
   Boeing Co.                                                                                                3,600         282,150
                                                                                                                          --------

Electrical Equipment:                        1.6%
   BWIP Holding, Inc.                                                                                       30,000         495,000
   Stewart & Stevenson Services, Inc.                                                                        5,000         126,250
                                                                                                                          --------
     Electrical Equipment total                                                                                            621,250
                                                                                                                          --------

Pollution Control:                           3.2%
   WMX Technologies, Inc.                                                                                   40,800       1,218,900
                                                                                                                          --------

Oil/Oil Service:                             9.2%
   Ashland, Inc.                                                                                             7,850         275,731
   Occidental Petroleum Corp.                                                                               35,700         763,088
   Phillips Petroleum Co.                                                                                   12,550         428,268
   Ranger Oil, Ltd.                                                                                         52,500         328,125
   Santa Fe Energy Resources***                                                                             43,100         414,838
   Schlumberger, Ltd.                                                                                        6,200         429,350
   Unocal Corp.                                                                                              8,400         244,650
   USX-Marathon Group                                                                                       23,200         452,400
   Western Atlas***                                                                                          3,700         186,850
                                                                                                                          --------
     Oil/Oil Service total                                                                                               3,523,300
                                                                                                                          --------

Natural Gas-Diversified:                     1.7%
   Belden & Blake Corp.***                                                                                  36,600         640,500
                                                                                                                          --------

Containers:                                  3.2%
   Owens Illinois, Inc.***                                                                                  84,800       1,229,600

                                                                                                                          --------

</TABLE>
                                       16
<PAGE>

              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK                   % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
<S>                                          <C>                                                             <C>          <C>
Chemicals:                                   2.0%
   Dow Chemical Company                                                                                      8,300        $584,113
   Hanna Company (M. A.)                                                                                     5,900         165,200
                                                                                                                          --------
     Chemicals total                                                                                                       749,313
                                                                                                                          --------

Specialty Chemicals:                         0.6%
   Praxair Inc.                                                                                              6,400         215,200
                                                                                                                          --------

Transportation:                              2.1%
   Delta Air Lines, Inc.                                                                                     4,900         361,988
   Hunt (JB) Transport Services, Inc.                                                                       26,300         440,525
                                                                                                                          --------
     Transportation total                                                                                                  802,513
                                                                                                                          --------

Telecommunications:                          3.0%
   MCI  Communications                                                                                      44,000       1,149,500
                                                                                                                          --------

Utilities-Telephone:                         8.1%
   Airtouch Communications, Inc.***                                                                         41,800       1,180,850
   Ameritech Corporation                                                                                     4,900         289,100
   AT&T Corporation                                                                                         15,200         984,200
   GTE Corporation                                                                                           7,700         338,800
   NYNEX Corporation                                                                                         2,000         108,000
   SBC Communications, Inc.                                                                                  3,000         172,500
                                                                                                                          --------
     Utilities-Telephone total                                                                                           3,073,450
                                                                                                                          --------

Utilities-Electric:                          1.2%
   Pacific Gas & Electric Company                                                                           16,000         454,000
                                                                                                                          --------

Diversified Companies:                       1.3%
   Rockwell International Corporation                                                                        9,600         507,600
                                                                                                                          --------
Miscellaneous:                               2.5%
   BDM International, Inc.***                                                                               12,700         368,300
   Interim Services, Inc.***                                                                                16,300         566,425
                                                                                                                          --------
     Miscellaneous total                                                                                                   934,725
                                                                                                                          --------
     TOTAL COMMON STOCKS
     (COST: $32,962,629)                                                                                               $36,381,382
                                                                                                                        ----------
     TOTAL INVESTMENTS, CAPITAL APPRECIATION
     STOCK FUND (COST: $35,590,786)**                                                                                  $39,009,539

                                                                                                                        ==========

See accompanying notes to investments in securities.
<FN>
    *Moody's/Standard & Poors' quality ratings.  See the current Prospectus and Statement of Additional  Information for a complete
     description of these ratings.

   **At December 31, 1995,  the cost of  securities  for federal  income tax purposes was  $35,590,786.  The aggregate  unrealized
     appreciation and depreciation of investments in securities based on this cost were:
        Gross unrealized appreciation...............................$4,289,812
        Gross unrealized depreciation............................... (871,059)
                                                                     ---------
        Net unrealized appreciation.................................$3,418,753
                                                                     =========
   ***This Security is not income producing.
</FN>
</TABLE>

                                       17
<PAGE>

                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK                      % Net        Quality      Annualized       Maturity             Par
FUND INVESTMENTS:                           Assets        Rating*         Yield           Date             Amount            Value
                                            ------        -------         -----           ----             ------            -----
<S>                                         <C>           <C>             <C>         <C>               <C>             <C>
Short-Term Investments:
Commercial Paper/Savings:                    7.8%
   American Express Credit                                A-1/P-1         5.82%       Jan 09, 1996      $1,000,000        $997,308
   Coca Cola Co.                                          A-1+/P-1        5.68%       Jan 30, 1996       1,000,000         995,212
   Chevron Oil Finance Company                            A-1+/P-1        5.76%       Jan 16, 1996         500,000         498,666
   Ford Motor Credit Company                              A-1/P-1         5.89%       Jan 11, 1996         500,000         499,033
   General Electric Capital Corporation                   A-1+/P-1        5.72%       Jan 16, 1996         500,000         498,662
   Interstate Power Company                               A-1/P-1         5.72%       Feb 09, 1996         900,000         894,260
   John Deere Capital Corp.                               A-1/P-1         5.63%       Feb 06, 1996       1,000,000         994,194
   Merrill Lynch Capital Market                           A-1+/P-1        5.79%       Feb 08, 1996       1,000,000         996,650
   Texaco Group, Inc.                                     A-1/P-1         5.73%       Jan 23, 1996         500,000         498,123
   Chase Manhattan - Cash Account                                         4.82%                          1,098,937       1,098,937
                                                                                                                          --------
     TOTAL COMMERCIAL PAPER/
     SAVINGS, AT COST                                                                                                   $7,971,045
                                                                                                                         ---------
<CAPTION>
                                             % Net
Long-Term Investments:                      Assets                                                         Shares            Value
<S>                                          <C>  
Common Stocks:                               93.1%

Forest Products/Paper:                       1.6%
   Champion International Corp.                                                                             25,600       1,075,200
   International Paper Company                                                                              13,500         511,313
                                                                                                                          --------
     Forest Products/Paper total                                                                                         1,586,513
                                                                                                                          --------

Insurance:                                   4.9%
   Allstate Corporation                                                                                     64,919       2,669,793
   Prudential Reinsurance Holdings, Inc.                                                                    60,000       1,402,500
   St. Paul Companies                                                                                       16,700         928,938
                                                                                                                          --------
     Insurance total                                                                                                     5,001,231
                                                                                                                          --------

Banks:                                       2.0%
   Bankers Trust New York Corp.                                                                             12,000         798,000
   Citicorp, Inc.                                                                                           18,500       1,244,125
                                                                                                                          --------
     Banks total                                                                                                         2,042,125
                                                                                                                          --------

Investment Banking/Brokerage:                3.9%
   Dean Witter Discover & Company                                                                           36,400       1,710,800
   Morgan Stanley Group, Inc.                                                                               12,600       1,015,875
   Salomon Inc.                                                                                             35,000       1,242,500
                                                                                                                          --------

     Investment Banking/Brokerage total                                                                                  3,969,175
</TABLE>

                                       18
<PAGE>

                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK                      % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
<S>                                          <C>                                                            <C>          <C>
Drugs/Health Care:                           7.8%
   American Home Products Corp.                                                                              9,600        $931,200
   Bristol-Meyers Squibb Co.                                                                                17,000       1,459,875
   Caremark International, Inc.                                                                             52,800         957,000
   Glaxo Wellcome - ADR                                                                                     47,000       1,327,750
   Pharmacia & Upjohn, Inc.                                                                                 54,865       2,126,019
   Smithkline Beecham - ADR                                                                                 20,700       1,148,850
                                                                                                                          --------
     Drugs/Health Care total                                                                                             7,950,694
                                                                                                                          --------

Hospital Management/Supplies:                2.0%
   Columbia HCA Healthcare Corp.                                                                            40,671       2,064,053
                                                                                                                          --------

Retail - Department:                         0.9%
   Sears Roebuck & Co.                                                                                      24,400         951,600
                                                                                                                          --------

Retail - Discount:                           2.2%
   Price/Costco, Inc.***                                                                                    62,200         948,550
   Wal-Mart Stores                                                                                          61,700       1,380,538
                                                                                                                          --------

     Retail - Discount total                                                                                             2,329,088
                                                                                                                          --------

Retail - Drug:                               0.9%
   Revco D. S.,  Inc.***                                                                                    33,100         935,075
                                                                                                                          --------

Retail - Specialty:                          0.2%
   Baker (J.), Inc.                                                                                         46,500         267,375
                                                                                                                          --------

Cosmetics/Personal Care:                     1.4%
   Estee Lauder Companies - Class A                                                                          8,500         296,438
   Unilever, NV                                                                                              8,000       1,126,000
                                                                                                                          --------
     Cosmetics/Personal Care total                                                                                       1,422,438
                                                                                                                          --------

Real Estate:                                 1.5%
   Highwoods Properties, Inc.                                                                               23,300         658,225
   Town & Country Trust                                                                                     63,900         830,700
                                                                                                                          --------
     Real Estate total                                                                                                   1,488,925
                                                                                                                          --------

Printing/Publishing:                         1.0%
   Readers Digest Assn., Inc. - Class A                                                                     20,300       1,040,375
                                                                                                                          --------

Foods - Products & Service:                  7.1%
   Nabisco Holdings Corp. - Class A                                                                         54,000       1,761,750
   Sara Lee Corp.                                                                                           94,600       3,015,375
   Tyson Foods Inc., Class A                                                                                97,100       2,536,738
                                                                                                                          --------
     Foods - Products & Service total                                                                                    7,313,863
                                                                                                                          --------

</TABLE>
                                       19
<PAGE>

                                                                                

                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK                      % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                           <C>          <C>     
Beverage/Confect/Tobacco:                    1.3%
   Pepsico, Inc.                                                                                            23,750      $1,327,031
                                                                                                                          --------

Auto-Related:                                4.1%
   Bandag, Inc.                                                                                             29,000       1,537,000
   Bandag, Inc. - Class A                                                                                    3,500         189,437
   General Motors Corporation                                                                               46,500       2,458,687
                                                                                                                          --------
     Auto-Related total                                                                                                  4,185,124
                                                                                                                          --------

Apparel/Textile:                             1.0%
   Kellwood Co.                                                                                             47,650         970,868
                                                                                                                          --------

Office Equipment/Computers:                  4.5%
   Amdahl Corp.***                                                                                          63,600         540,600
   EMC Corp.***                                                                                             44,500         684,187
   International Business Machines Corp.                                                                    36,650       3,362,638
                                                                                                                          --------
     Office Equipment/Computers total                                                                                    4,587,425
                                                                                                                          --------

Electronics:                                 2.7%
   Motorola, Inc.                                                                                           13,300         758,100
   Texas Instruments, Inc.                                                                                  15,300         791,775
   Zero Corporation                                                                                         65,100       1,155,525
                                                                                                                          --------
     Electronics total                                                                                                   2,705,400
                                                                                                                          --------

Telecommunications:                          2.7%
   MCI Communications, Inc.                                                                                103,900       2,714,387
                                                                                                                          --------

Electrical Equipment:                        1.7%
   BWIP Holding, Inc.                                                                                       45,100         744,150
   Grainger, (WW) Inc.                                                                                      15,000         993,750
                                                                                                                          --------
     Electrical Equipment total                                                                                          1,737,900
                                                                                                                          --------

Pollution Control:                           3.8%
   WMX Technologies, Inc.                                                                                  128,700       3,844,913
                                                                                                                          --------

Oil/Oil Service:                             11.3%
   Amerada Hess Corporation                                                                                 14,100         747,300
   Amoco Corporation                                                                                        47,300       3,399,687
   Exxon Corp.                                                                                              13,800       1,105,725
   Occidental Petroleum Corp.                                                                               65,800       1,406,475
   Phillips Petroleum Co.                                                                                   49,100       1,675,538
   Schlumberger, Ltd.                                                                                       15,750       1,090,688
   Unocal Corp.                                                                                             23,300         678,612
   USX-Marathon Group                                                                                       47,000         916,500
   Vastar Resources                                                                                         16,000         508,000
                                                                                                                          --------
     Oil/Oil Service total                                                                                              11,528,525
                                                                                                                          --------
</TABLE>


                                       20
<PAGE>


                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK                      % Net
FUND INVESTMENTS, CONTINUED:                Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                            <C>          <C>     
Containers:                                  1.2%
   Owens-Illinois, Inc.***                                                                                  87,000       1,261,500
                                                                                                                          --------

Chemicals:                                   1.7%
   Dow Chemical Company                                                                                     18,100       1,273,788
   Hanna Company (M.A.)                                                                                     16,700         467,600
                                                                                                                          --------
     Chemicals total                                                                                                     1,741,388
                                                                                                                          --------

Specialty Chemicals:                         0.7%
   Praxair Inc.                                                                                             20,700         696,038
                                                                                                                          --------

Transportation:                              1.6%
   Delta Air Lines, Inc.                                                                                    14,200       1,049,025
   Hunt (JB) Transport Services, Inc.                                                                       35,200         589,600
                                                                                                                          --------
     Transportation total                                                                                                1,638,625
                                                                                                                          --------

Utilities-Telephone:                         10.1%
   Ameritech Corporation                                                                                    31,500       1,858,500
   AT&T Corp.                                                                                               59,200       3,833,200
   GTE Corp.                                                                                                62,200       2,736,800
   NYNEX Corp.                                                                                              17,300         934,200
   SBC Communications, Inc.                                                                                 17,000         977,500
                                                                                                                          --------
     Utilities-Telephone total                                                                                          10,340,200
                                                                                                                         ---------

Utilities-Electric:                          3.2%
   Duke Power Company                                                                                       27,900       1,321,762
   Pacific Gas & Electric Company                                                                           69,500       1,972,063
                                                                                                                          --------
   Utilities-Electric total                                                                                              3,293,825

Diversified Companies:                       4.0%
   Alexander & Baldwin, Inc.                                                                                45,800       1,053,400
   Rockwell International Corp.                                                                             42,400       2,241,900
   Tenneco, Inc.                                                                                            16,650         826,256
                                                                                                                          --------
     Diversified Companies total                                                                                         4,121,556
                                                                                                                          --------
     TOTAL COMMON STOCKS
     (COST:  $82,848,528)                                                                                              $95,057,235
                                                                                                                        ----------
     TOTAL INVESTMENTS, GROWTH AND
     INCOME STOCK FUND (COST: $90,819,574)**                                                                          $103,028,280


See accompanying notes to investments in securities.
<FN>
    *Moody's/Standard & Poors' quality ratings.  See the current Prospectus and Statement of Additional  Information for a complete
     description of these ratings.

   **At December 31, 1995,  the cost of  securities  for federal  income tax purposes was  $90,819,574.  The aggregate  unrealized
     appreciation and depreciation of investments in securities based on this cost were:

  Gross unrealized appreciation............................ $14,374,580
  Gross unrealized depreciation............................ (2,165,874)
                                                             ----------
  Net unrealized appreciation.............................. $12,208,706
                                                             ==========
   ***This Security is not income producing.
</FN>
</TABLE>
                                       21
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
                                             % Net        Quality      Annualized       Maturity             Par
BALANCED FUND INVESTMENTS:                  Assets        Rating*         Yield           Date             Amount            Value
                                            ------        -------         -----           ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>               <C>               <C>    
Short-Term Investments:
Commercial Paper/Savings:                    9.0%
 
   American Express Credit Corporation                    A-1/P-1         5.81%       Jan 09, 1996      $1,000,000        $998,417
   Coca-Cola Co.                                          A-1/P-1         5.68%       Jan 30, 1996       1,000,000         995,212
   Chevron Oil Finance Company                            A-1+/P-1        5.76%       Jan 16, 1996       1,000,000         997,332
   Ford Motor Credit Company                              A-1/P-1         5.72%       Jan 31, 1996       1,000,000         995,013
   General Electric Capital Corporation                   A-1+/P-1        5.78%       Jan 26, 1996         700,000         697,018
   John Deere Capital Corp.                               A-1/P-1         5.63%       Jan 06, 1996       1,000,000         994,194
   Merrill Lynch Capital Markets                          A-1+/P-1        5.88%       Jan 02, 1996       2,000,000       1,995,208
   Pepsico, Inc.                                          A-1/P-1         5.66%       Feb 09, 1996         500,000         496,840
   Chase Manhattan - Cash Account                                         4.82%                          1,762,495       1,762,495
                                                                                                                         ---------
     TOTAL COMMERCIAL PAPER
     SAVINGS, AT COST                                                                                                   $9,931,729
                                                                                                                         ---------
<CAPTION>
                                             % Net        Quality        Coupon         Maturity             Par
Long-Term Investments:                      Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                <C>             <C>
Government Guaranteed - U.S.:                9.2%
   U.S. Treasury Notes                                    AAA             8.500       Feb 15, 2000         500,000         557,500
   U.S. Treasury Notes                                    AAA             7.875       Nov 15, 1999         500,000         543,593
   U.S. Treasury Notes                                    AAA             7.125       Oct 15, 1998       1,000,000       1,047,813
   U.S. Treasury Notes                                    AAA             7.500       Nov 15, 2001       1,000,000       1,102,187
   U.S. Treasury Notes                                    AAA             6.250       Jan 31, 1997         500,000         505,468
   U.S. Treasury Notes                                    AAA             7.875       Apr 15, 1998       1,000,000       1,056,250
   U.S. Treasury Notes                                    AAA             5.500       Jul 31, 1997         500,000         502,343
   U.S. Treasury Notes                                    AAA             5.750       Oct 31, 1997         500,000         504,843
   U.S. Treasury Notes                                    AAA             5.500       Sep 30, 1997         500,000         502,500
   U.S. Treasury Notes                                    AAA             5.500       Apr 15, 2000         500,000         503,750
   U.S. Treasury Notes                                    AAA             7.125       Sep 30, 1999       1,000,000       1,060,000
   U.S. Treasury Notes                                    AAA             5.875       Feb 15, 2004         850,000         867,265
   U.S. Treasury Notes                                    AAA             7.375       May 15, 1996         750,000         755,860
   U.S. Treasury Notes                                    AAA             8.500       May 15, 1997         700,000         730,188
                                                                                                                        ----------
     TOTAL GOVERNMENT GUARANTEED- U.S.
     (COST: $9,807,051)                                                                                                $10,239,560
                                                                                                                        ----------

Quasi-Government/Government Sponsored:       1.3%
   Federal Home Loan Bank                                 AAA             4.400       Jan 21, 1997         500,000         495,642
   Federal Home Loan Bank                                 AAA             5.440       Oct 15, 2003         620,000         604,222
   Federal Home Loan Bank                                 AAA             6.440       Jan 28, 2000         250,000         257,906
   FNMA Pass Through Cert.                                AAA             8.000       Feb 01, 2002         128,608         133,150
                                                                                                                         ---------
     TOTAL QUASI-GOVERNMENT/GOVERNMENT
     SPONSORED (COST: $1,455,284)                                                                                       $1,490,920
                                                                                                                         ---------

Nonconvertible Corporate Bonds:              33.6%

Building Materials:                          0.2%
   Stanley Works                                          A-2/A           7.375       Dec 15, 2002         250,000         268,372
                                                                                                                          --------
</TABLE>

                                       22
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>   
Drug/Health Care:                            2.2%
   Abbott Laboratories, Inc.                              AA-1/AAA        5.600       Oct 01, 2003        $300,000        $295,700
   Abbott Laboratories, Inc.                              AA-1/AAA        6.800       May 15, 2005         500,000         532,147
   American Home Products, Corp.                          A-2/A-          7.700       Feb 15, 2000         500,000         535,761
   Bergen Brunswig                                        BAA-1/A-        7.250       Jun 01, 2005         500,000         527,999
   Upjohn Company                                         A-1/AA-         5.875       Apr 15, 2000         500,000         502,335
                                                                                                                          --------
     Drug/Health Care total                                                                                              2,393,942
                                                                                                                          --------

Electronics:                                 1.0%
   Raytheon Co.                                           A-1/A+          6.500       Jul 15, 2005         500,000         516,164
   Texas Instruments, Inc.                                A-3/A           9.000       Mar 15, 2001         500,000         565,905
                                                                                                                          --------
     Electronics total                                                                                                   1,082,069
                                                                                                                          --------

Forest Products/Paper:                       2.0%
   Champion International Corp.                           BAA-1/BBB       9.875       Jun 01, 2000         250,000         287,870
   Champion International Corp.                           BAA-1/BBB       7.100       Sep 01, 2005         550,000         577,625
   International Paper                                    A-3/A-          7.875       Aug 01, 2006         500,000         561,664
   Kimberly Clark Corp.                                   AA-2/AA         9.000       Aug 01, 2000         750,000         846,514
                                                                                                                          --------
     Forest Products/Paper total                                                                                         2,273,673
                                                                                                                          --------

Hospital Supplies:                           0.2%
   Baxter International, Inc.                             A-3/A-          7.625       Nov 15, 2002         250,000         270,701
                                                                                                                          --------

Insurance/Casualty:                          0.9%
   Aetna Life & Casualty                                  A-2/A-          6.375       Aug 15, 2003         500,000         500,695
   Lincoln National Corp.                                 A-2/A           7.250       May 15, 2005         500,000         529,660
                                                                                                                          --------
     Insurance/Casualty total                                                                                            1,030,355
                                                                                                                          --------

Investment Banking/Brokerage:                1.0%
   Dean Witter Discover & Company                         A-2/A           6.250       Mar 15, 2000         200,000         202,986
   Donaldson, Lufkin Jenrette, Inc.                       BAA-1/A-        6.875       Nov 11, 2005         300,000         307,407
   Salomon Inc.                                           BAA-1/BBB       6.700       Dec 01, 1998         650,000         653,948
                                                                                                                          --------
     Investment Banking/Brokerage total                                                                                  1,164,341
                                                                                                                          --------

Finance Co. - Consumer Loan:                 2.0%
   American General Finance                               A-1/A+          7.125       Feb 01, 1999         500,000         522,765
   American General Finance                               A-1/A+          7.250       May 15, 2005         650,000         696,456
   Household Finance Co.                                  A-2/A           7.125       Sep 01,2005          500,000         531,215
   Norwest Financial Inc.                                 AA-3/AA-        7.875       Feb 15, 2002         500,000         548,798
                                                                                                                          --------
     Finance Co. - Consumer Loan total                                                                                   2,299,234
                                                                                                                          --------

Cosmetics/Personal Care:                     0.7%
   Gillette Co.                                           AA-3/AA-        5.75        Oct 15, 2005         300,000         293,572
   Procter & Gamble                                       AA-2/AA         6.85        Jun 01, 1997         500,000         510,186
                                                                                                                          --------
     Cosmetics/Personal Care total                                                                                         803,758
                                                                                                                          --------
</TABLE>

                                       23
<PAGE>


                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>
Media:                                       0.3%
   McGraw-Hill, Inc.                                      A-1             9.430       Sep 01, 2000        $250,000        $287,195
                                                                                                                          --------

Publishing-News:                             0.9%
   Gannett Co.                                            AA-2/A+         5.850       May 01, 2000         500,000         501,802
   Knight Ridder, Inc.                                    A-1/AA-         8.500       Sep 01, 2001         500,000         541,813
                                                                                                                          --------
     Publishing-News total                                                                                               1,043,615
                                                                                                                          --------

Retail-Department:                           1.6%
   Dayton Hudson Corp.                                    A-3/BBB+        9.750       Nov 01, 1998         500,000         550,380
   J. C. Penney Co.                                       A-1/A+          6.875       Jun 15, 1999         500,000         517,697
   Wal-Mart Stores, Inc.                                  AA-1/AA         5.875       Oct 15, 2005         750,000         738,659
                                                                                                                          --------
     Retail-Department total                                                                                             1,806,736
                                                                                                                          --------

Foods-Products & Services:                   0.9%
   Archer Daniels Midland                                 AA-2/AA-        6.250       May 15, 2003         500,000         508,412
   H.J. Heinz Company                                     A-1/A+          5.500       Sep 15, 1997         250,000         250,357
   Supervalu Inc.                                         A-3/BBB+        7.800       Nov 15, 2002         250,000         274,104
                                                                                                                          --------
     Foods-Products & Services total                                                                                     1,032,873
                                                                                                                          --------

Beverage/Confect/Tobacco:                    0.7%
   Coca-Cola Co.                                          AA-3/AA         6.000       Jul 15, 2003         500,000         502,725
   Pepsico Inc.                                           A-1/A           6.125       Jan 15, 1998         250,000         253,495
                                                                                                                          --------
     Beverage/Confect/Tobacco total                                                                                        756,220
                                                                                                                          --------

Auto-Related:                                0.8%
   Ford Motor Company                                     A-1/A+          7.500       Nov 15, 1999         500,000         528,138
   General Motors Corporation                             A-3/A-          7.000       Jun 15, 2003         300,000         313,031
                                                                                                                          --------
     Auto-Related total                                                                                                    841,169
                                                                                                                          --------

Electrical Equipment:                        0.4%
   Emerson Electric Co.                                   AA-1/AA+        6.300       Nov 01, 2005         500,000         514,202
                                                                                                                          --------

Electric Household Appliances:               0.3%
   Maytag Corporation                                     BAA-1/BBB+      9.750       May 15, 2002         250,000         298,494
                                                                                                                          --------

Finance-Diversified:                         0.9%
   Dow Capital B.V.                                       A-1/A           7.125       Jan 15, 2003         250,000         256,930
   Dow Capital B.V.                                       A-1/A           7.375       Jul 15, 2002         250,000         260,493
   John Deere Capital                                     A-2/A           4.625       Sep 02, 1996         500,000         497,069
                                                                                                                          --------
     Finance-Diversified total                                                                                           1,014,492
                                                                                                                          --------

Engineering/Construction Services:           0.6%
   Foster Wheeler Corp.                                   BAA-2/BBB       6.750       Nov 15, 2005         600,000         614,311
                                                                                                                          --------
</TABLE>

                                       24
<PAGE>

                                     

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>      
Machine Tools:                               0.5%
   Giddings & Lewis                                       BA1/BBB         7.500       Oct 01, 2005        $500,000        $523,845
                                                                                                                          --------

Office Equipment/Computers:                  0.8%
   International Business Machines                        A-1/A           6.375       Jun 15, 2000         500,000         510,000
   Xerox Corporation                                      A-2/A           7.150       Aug 01, 2004         300,000         319,217
                                                                                                                          --------
     Office Equipment/Computers total                                                                                      829,217
                                                                                                                          --------

Telecommunications:                          0.5%
   Cox Communications                                     BAA-2/A-        6.875       Jun 15, 2005         500,000         519,856
                                                                                                                          --------

Oil/Oil Service:                             2.3%
   Enron Corp.                                            BAA-2/BBB+      7.625       Sep 10, 2004         500,000         545,923
   Mobil Corporation                                      AA-2/AA         8.375       Feb 12, 2001         500,000         551,875
   Shell Oil Company                                      AA-2/AAA        6.625       Jul 01, 1999         300,000         310,064
   Shell Canada, Ltd.                                     A-1/AA          8.875       Jan 14, 2001         500,000         567,130
   Union Oil California                                   BAA-2/BBB       6.250       May 15, 2005         500,000         530,748
                                                                                                                          --------
     Oil/Oil Service total                                                                                               2,505,740
                                                                                                                          --------

Pollution Control:                           0.3%
   WMX Technologies, Inc.                                 A-1/AA-         7.700       Oct 01, 2002         350,000         382,371
                                                                                                                          --------

Chemicals:                                   0.9%
   Monsanto Co.                                           A-1/A           6.000       Jul 01, 2000         500,000         503,401
   PPG Industries, Inc.                                   A-1/A           6.875       Aug 01, 2005         500,000         529,777
                                                                                                                          --------
     Chemicals total                                                                                                     1,033,178
                                                                                                                          --------

Specialty Chemicals:                         0.5%
   Praxair, Inc.                                          A-3/BBB+        6.850       Jun 15, 2005         500,000         519,697
                                                                                                                          --------

Transportation:                              0.9%
   Burlington Northern Inc.                               BAA-2/BBB       7.400       May 15, 1999         500,000         522,656
   Union Pacific Co.                                      A-3/A-          6.250       Mar 15, 1999         500,000         506,566
                                                                                                                          --------
     Transportation total                                                                                                1,029,222
                                                                                                                          --------

Aerospace/Defense:                           0.5%
   Rockwell International Corp.                           AA-3/AA-        7.625       Feb 17, 1998         500,000         522,058
                                                                                                                          --------

Utilities-Natural Gas Distribution:          1.8%
   Consolidated Natural Gas Co.                           A-1/AA-         5.750       Aug 01, 2003         500,000         492,623
   Laclede Gas Co.                                        AA-3/AA-        6.250       May 01, 2003         700,000         709,722
   Northern Illinois Gas Co.                              AA-1/AA         5.500       Feb 01, 1997         250,000         250,082
   Southern California Gas                                A2\AA-          5.250       Mar 01, 1998         500,000         496,178
                                                                                                                          --------
     Utilities-Natural Gas Dist total:                                                                                   1,948,605
                                                                                                                          --------
</TABLE>

                                       25
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>   
Utilities-Telephone:                         3.9%
   Alltel Corporation                                     A2/A+           7.250       Apr 01, 2004        $500,000        $535,315
   American Telephone & Telegraph Corp.                   AA-3/AA         6.750       Apr 01, 2004         500,000         524,732
   Bell South Telecommunications, Inc.                    AAA/AAA         6.500       Feb 01, 2000         250,000         257,052
   Bell South Telecommunications, Inc.                    AAA/AAA         6.500       Jun 15, 2005         350,000         363,027
   Bell Tel of Penn                                       AA-1/AA         6.125       Mar 15, 2003         500,000         504,814
   GTE-California                                         AA-3/AA-        6.250       Jan 15, 1998         250,000         253,465
   GTE Corporation                                        BAA-1/BBB+      9.100       Jun 01, 2003         500,000         578,928
   New England Telephone & Telegraph                      AA-2/AA-        4.625       Jul 01, 2005         572,000         509,408
   New York Telephone                                     A-2/A           6.500       Mar 01, 2005         500,000         511,546
   Northwestern Bell Telephone Co.                        AA-3/AA-        9.500       May 01, 2000         250,000         284,308
                                                                                                                          --------
     Utilities-Telephone total                                                                                           4,322,595
                                                                                                                          --------

Utilities-Electric:                          2.5%
   Central Power & Light, Inc.                            A-2/A           6.000        Oct 01, 1997        250,000         251,394
   Consolidated Edison of New York, Inc.                  A-1/A+          6.250       Apr 01, 1998         300,000         303,754
   Florida Power Corp.                                    AA-3/AA-        6.000       Jul 01, 2003         400,000         397,588
   Gulf Power Co.                                         A-1/A+          5.550       Apr 01, 1998         250,000         249,614
   Midwest Power Systems                                  A-2/A+          7.125        Feb 01, 2003        250,000         263,715
   Pacific Gas & Electric Co.                             A-2/A           6.250       Aug 01, 2003         300,000         298,560
   Pacificorp                                             A-2/A           6.750       Apr 01, 2005         500,000         514,410
   Wisconsin Public Service, Inc.                         AA-2/AA+        7.300       Oct 01, 2002         500,000         530,471
                                                                                                                          --------
     Utilities-Electric total                                                                                            2,809,506
                                                                                                                          --------

Utilities-Natural Gas Pipeline:              0.3%
   Burlington Resources Inc.                              A-3/A-          9.625       Jun 15, 2000         250,000         286,116
                                                                                                                          --------

Miscellaneous:                               0.3%
   Chrysler Buildings of New York                         A-1/A+          9.125       May 01, 1999         250,000         273,040
                                                                                                                          --------

     TOTAL NONCONVERTIBLE CORPORATE
     BONDS  (COST: $35,443,997)                                                                                        $37,300,798
                                                                                                                        ----------

                                             % Net
                                            Assets                                                         Shares            Value
Common Stocks:                               45.7%

Forest Products/Paper:                       0.8%
   Champion International Corp.                                                                             14,800         621,600
   International Paper Company                                                                               7,700         291,638
                                                                                                                          --------
     Forest Products/Paper total                                                                                           913,238
                                                                                                                          --------

Insurance:                                   1.8%
   Allstate Corporation                                                                                     30,857       1,268,994
   Prudential Reinsurance Holdings, Inc                                                                     30,000         701,250
                                                                                                                          --------
     Insurance total                                                                                                     1,970,244
                                                                                                                          --------
</TABLE>
                                       26
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net
CONTINUED:                                  Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                            <C>          <C>  
Banks:                                       1.0%
   Bankers Trust New York Corp.                                                                              6,500        $432,250
   Citicorp, Inc.                                                                                           10,300         692,675
                                                                                                                          --------
     Banks total                                                                                                         1,124,925
                                                                                                                          --------

Investment Banking/Brokerage:                1.6%
   Dean Witter Discover & Company                                                                           14,700         690,900
   Morgan Stanley Group, Inc.                                                                                6,000         483,750
   Salomon Inc.                                                                                             17,200         610,600
                                                                                                                          --------
     Investment Banking/Brokerage total                                                                                  1,785,250
                                                                                                                          --------

Finance Companies:                           0.2%
   Credit Acceptance Corp.***                                                                                8,300         172,225
                                                                                                                          --------

Drugs/Health Care:                           3.9%
   American Home Products Corp.                                                                              5,100         494,700
   Bristol-Meyers Squibb Co.                                                                                 3,000         257,625
   Caremark International, Inc.                                                                             29,900         541,938
   Centocor Inc***                                                                                          16,400         506,350
   Glaxo Wellcome - ADR                                                                                     26,500         748,625
   Pharmacia & Upjohn, Inc.                                                                                 32,335       1,252,981
   Smith-Kline Beecham - ADR                                                                                 9,700         538,350
                                                                                                                          --------
     Drugs/Health Care total                                                                                             4,340,569
                                                                                                                          --------

Hospital Management/Supplies:                1.2%
   Columbia HCA Healthcare Corp.                                                                            16,822         853,717
   Healthsouth Corp.***                                                                                     16,000         466,000
                                                                                                                          --------
     Hospital Management/Supplies total                                                                                  1,319,717
                                                                                                                          --------

Retail - Department:                         0.3%
   Sear Roebuck & Co.                                                                                        8,800         343,200
                                                                                                                          --------

Retail-Discount:                             1.0%
   Price/Costco, Inc.***                                                                                    39,500         602,375
   Wal-Mart Stores, Inc.                                                                                    22,500         503,438
                                                                                                                          --------
     Retail-Discount total                                                                                               1,105,813
                                                                                                                          --------

Retail-Drug:                                 0.4%
   Revco D.S. Inc.***                                                                                       14,700         415,275
                                                                                                                          --------

Retail - Specialty:                          0.2%
   Baker (J.) Inc.                                                                                          37,600         216,200
                                                                                                                          --------

Cosmetics\Personal Care:                     0.1%
   Estee Lauder Companies - Class A                                                                          4,300         149,962
                                                                                                                          --------
</TABLE>

                                       27
<PAGE>

                                                                                
                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995
<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net
CONTINUED:                                  Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                            <C>           <C>     
Leisure Time:                                0.2%
   Johnson Worldwide Associates, Inc.***                                                                    12,350        $277,875
                                                                                                                          --------

Real Estate:                                 0.5%
   Highwoods Properties, Inc.                                                                                8,700         245,775
   Town & Country Trust                                                                                     28,300         367,900
                                                                                                                          --------
     Real Estate total                                                                                                     613,675
                                                                                                                          --------

Printing/Publishing:                         0.3%
   Readers Digest Assn, Inc. - Class A                                                                       6,300         322,875
                                                                                                                          --------

Foods-Food Products:                         2.8%
   Nabisco Holdings Corp. - Class A                                                                         24,200         789,525
   Sara Lee Corp.                                                                                           37,500       1,195,312
   Tyson Foods, Inc. - Class A                                                                              40,900       1,068,513
                                                                                                                          --------
     Foods-Food Products total                                                                                           3,053,350
                                                                                                                          --------

Beverage/Confect/Tobacco:                    0.4%
   Pepsico, Inc.                                                                                             8,800         491,700
                                                                                                                          --------

Auto-Related:                                2.3%
   A. O. Smith Corp.                                                                                        15,700         325,775
   Bandag Inc. - Class A                                                                                    16,300         863,900
   Bandag Inc.                                                                                               5,000         270,625
   General Motors Corporation                                                                               21,200       1,120,950
                                                                                                                          --------
     Auto-Related total                                                                                                  2,581,250
                                                                                                                          --------

Home Furnishings:                            0.9%
   Congoleum Corporation***                                                                                 20,300         218,225
   Department 56, Inc.                                                                                      19,300         740,638
                                                                                                                          --------
     Home Furnishings total                                                                                                958,863
                                                                                                                          --------

Apparel/Textile:                             0.8%
   Farah, Inc.***                                                                                           28,000         133,000
   Kellwood Co.                                                                                             35,800         729,425
                                                                                                                          --------
     Apparel/Textile total                                                                                                 862,425
                                                                                                                          --------

Office Equipment/Computers:                  2.8%
   Amdahl Corp.***                                                                                          43,000         365,500
   EMC Corp.***                                                                                             25,700         395,138
   International Business Machines Corp.                                                                    13,150       1,206,512
   Seagate Technology, Inc.***                                                                               4,800         228,000
   Wang Laboratories, Inc.***                                                                               53,500         889,438
                                                                                                                          --------
     Office Equipment/Computers total                                                                                    3,084,588
                                                                                                                          --------
</TABLE>

                                       28
<PAGE>

                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net
CONTINUED:                                  Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                            <C>          <C> 
Electronics:                                 1.1%
   Motorola, Inc.                                                                                            3,400         193,800
   Texas Instruments, Inc.                                                                                   7,700         398,475
   Zero Corporation                                                                                         35,300         626,575
                                                                                                                          --------
     Electronics total                                                                                                   1,218,850
                                                                                                                          --------

Telecommunications:                          1.4%
   MCI Communications, Inc.                                                                                 59,100       1,543,987
                                                                                                                          --------

Electrical Equipment:                        1.1%
   BWIP Holding, Inc.                                                                                       43,200         712,800
   Grainger, (W. W.) Inc.                                                                                    7,000         463,750
   Stewart & Stevenson Services, Inc.                                                                        2,800          70,700
                                                                                                                          --------
     Electrical Equipment total                                                                                          1,247,250
                                                                                                                          --------

Pollution Control:                           1.7%
   WMX Technologies, Inc.                                                                                   61,150       1,826,856
                                                                                                                          --------

Oil/Oil Service:                             5.1%
   Amerada Hess Corporation                                                                                  7,300         386,900
   Amoco Corporation                                                                                        18,000       1,293,750
   Ashland, Inc.                                                                                             6,100         214,262
   Belden & Blake Corp.***                                                                                  19,000         332,500
   Occidental Petroleum Corp.                                                                               37,800         807,975
   Phillips Petroleum Co.                                                                                   25,400         866,775
   Ranger Oil Ltd.                                                                                          25,400         158,750
   Schlumberger, Ltd.                                                                                       10,050         695,962
   Unocal Corp.                                                                                             11,100         323,287
   USX-Marathon Group                                                                                       30,300         590,850
                                                                                                                          --------
     Oil/Oil Service total                                                                                               5,671,011
                                                                                                                          --------

Containers:                                  0.8%
   Owens-Illinois, Inc.                                                                                     58,500         848,250
                                                                                                                          --------

Chemicals:                                   0.8%
   Dow Chemical Company                                                                                      9,400         661,525
   Hanna Company (M. A.)                                                                                     9,800         274,400
                                                                                                                          --------
     Chemicals total                                                                                                       935,925
                                                                                                                          --------

Specialty Chemicals:                         0.3%
   Praxair Inc.                                                                                             10,900         366,512
                                                                                                                          --------

Transportation:                              0.9%
   Delta Air Lines Inc.                                                                                      7,000         517,125
   Hunt (JB) Transport Services, Inc.                                                                       28,500         477,375
                                                                                                                          --------
     Transportation total                                                                                                  994,500
                                                                                                                          --------
</TABLE>

                                       29
<PAGE>

                                                                                
                       BALANCED FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BALANCED FUND INVESTMENTS,                   % Net
CONTINUED:                                  Assets                                                         Shares            Value
                                            ------                                                         ------            -----
<S>                                          <C>                                                            <C>         <C>       
Utilities-Telephone:                         4.8%
   Airtouch Communications, Inc.***                                                                         38,400      $1,084,800
   Ameritech Corporation                                                                                    12,700         749,300
   AT&T Corp.                                                                                               28,500       1,845,375
   GTE Corporation                                                                                          20,500         902,000
   NYNEX Corp.                                                                                               4,000         216,000
   SBC Communications, Inc.                                                                                  8,500         488,750
                                                                                                                          --------
     Utilities-Telephone total                                                                                           5,286,225
                                                                                                                          --------

Utilities-Electric:                          1.1%
   Duke Power Company                                                                                        5,800         274,775
   Pacific Gas & Electric Company                                                                           32,700         927,863
                                                                                                                          --------
     Utilities-Electric total                                                                                            1,202,638
                                                                                                                          --------

Diversified Companies:                       1.7%
   Alexander & Baldwin, Inc.                                                                                21,700         499,100
   Rockwell International Corporation                                                                       22,100       1,168,538
   Tenneco, Inc.                                                                                             4,600         228,275
                                                                                                                          --------
     Diversified Companies total                                                                                         1,895,913
                                                                                                                          --------

Miscellaneous:                               1.4%
   BDM, International Inc.***                                                                               22,400         649,600
   Interim Services, Inc.***                                                                                24,300         844,425
                                                                                                                          --------
     Miscellaneous total                                                                                                 1,494,025
                                                                                                                          --------

     TOTAL COMMON STOCKS,
     (COST: $43,972,558)                                                                                               $50,635,161
                                                                                                                        ----------

     TOTAL INVESTMENTS, BALANCED SERIES
     FUND (COST: $100,610,619)**                                                                                      $109,598,168
                                                                                                                       ===========


See accompanying notes to investments in securities.
<FN>
    *Moody's/Standard & Poors' quality ratings.  See the current Prospectus and Statement of Additional  Information for a complete
     description of these ratings.

   **At December 31, 1995,  the cost of securities  for federal  income tax purposes was  $100,610,619.  The aggregate  unrealized
     appreciation and depreciation of investments in securities based on this cost were:

     Gross unrealized appreciation............................ $10,599,239
     Gross unrealized depreciation............................ (1,611,689)
                                                                 ---------
     Net unrealized appreciation..............................  $8,987,550
                                                                 =========
 ***This Security is not income producing.
</FN>
</TABLE>

                                       30
<PAGE>


                         BOND FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
                                             % Net        Quality      Annualized       Maturity             Par
BOND FUND INVESTMENTS:                      Assets        Rating*         Yield           Date             Amount            Value
                                            ------        -------         -----           ----             ------            -----
<S>                                          <C>            <C>           <C>         <C>                  <C>            <C>
Short-Term Investments:
Savings:                                     3.3%
   Chase Manhattan - Cash Account                                         4.82%                                           $452,116
                                                                                                                          --------
     TOTAL SHORT-TERM INVESTMENTS,
     AT COST:                                                                                                             $452,116
                                                                                                                          --------
<FN>
* For Short-term Investments, Market Value is assumed to equal Book Value.
</FN>

<CAPTION>
                                             % Net        Quality        Coupon         Maturity             Par
Government & Agency Bonds:                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                  <C>          <C>
Government Guaranteed - U.S.:                14.2%
   U.S. Treasury Note                                     AAA             8.500       May 15, 1997         300,000         312,938
   U.S. Treasury Note                                     AAA             7.125       Oct 15, 1998         250,000         261,953
   U.S. Treasury Note                                     AAA             7.500       Nov 15, 2001         200,000         220,437
   U.S. Treasury Note                                     AAA             6.375       Jan 15, 1999         300,000         309,281
   U.S. Treasury Note                                     AAA             7.000       Apr 15, 1999         400,000         420,375
   U.S. Treasury Note                                     AAA             7.125       Sep 30, 1999         250,000         265,000
   U.S. Treasury Note                                     AAA             5.875       Feb 15, 2004         150,000         153,047
                                                                                                                          --------
     Government Guaranteed - U.S. total
     (Cost $1,851,475)                                                                                                  $1,943,031
                                                                                                                         ---------

Quasi-Government/Government Sponsored:       3.5%
   Federal Home Loan Bank                                 AAA             4.400       Jan 21, 1997         300,000         297,385
   Federal Home Loan Mortgage Corp.                       AAA             6.440       Jan 28, 2000         150,000         154,743
   FHLMC Pass Through Cert.                               AAA             8.500       Apr 01, 2001           9,054           9,311
   FHLMC Pass Through Cert.                               AAA             8.500       May 01, 2002          22,673          23,317
                                                                                                                          --------
     Quasi-Government/Government Sponsored
     Total (Cost $483,773)                                                                                                $484,756
                                                                                                                          --------

Nonconvertible Corporate Bonds:              77.5%

Forest Products/Paper:                       3.6%
   Champion International Corp.                           BAA-1/BBB       9.875       Jun 01, 2000         100,000         115,148
   Champion International Corp.                           BAA-1/BBB       7.100       Sep 01, 2005         250,000         262,556
   Kimberly-Clark Corp.                                   AA-2/AA         9.000       Aug 01, 2000         100,000         112,869
                                                                                                                          --------
     Forest Products/Paper total                                                                                           490,573
                                                                                                                          --------

Insurance:                                   1.8%
   Aetna Life & Casualty                                  A-2/A-          6.375       Aug 15, 2003         250,000         250,348
                                                                                                                          --------

Investment Banking/Brokerage:                2.6%
   Donaldson, Lufkin, Jenrette, Inc.                      BAA-1/A-        6.875       Nov 01, 2005         200,000         204,938
   Salomon Inc.                                           BAA-1/BBB       6.700       Dec 01, 1998         150,000         150,911
                                                                                                                          --------
     Investment Banking/Brokerage total                                                                                    355,849
                                                                                                                          --------
</TABLE>

                                       31
<PAGE>


                         BOND FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BOND FUND INVESTMENTS,                       % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>     
Finance Co. - Consumer Loans:                2.5%
   Household Finance Co.                                  A-2/A           7.125       Sep 01, 2005        $325,000        $345,289
                                                                                                                          --------

Drugs/Health Care:                           3.4%
   Abbott Labs                                            AA-1/AAA        5.600       Oct 01, 2003         200,000         197,133
   American Home Products                                 A-2/A-          7.700       Feb 15, 2000         250,000         267,881
                                                                                                                          --------
     Drugs/Health Care total                                                                                               465,014
                                                                                                                          --------

Cosmetics/Personal Care:                     1.9%
   Procter & Gamble Co.                                   AA-2/AA         6.850       Jun 01, 1997         250,000         255,093
                                                                                                                          --------

Media:                                       0.8%
   McGraw-Hill, Inc.                                      A-1             9.430       Sep 01, 2000         100,000         114,878
                                                                                                                          --------

Publishing/New:                              1.8%
   Gannett Co.                                            AA-2/A+         5.850       May 01, 2000         250,000         250,901
                                                                                                                          --------

Retail-Department:                           4.2%
   Dayton Hudson Corp.                                    A-3/BBB+        9.750       Nov 01, 1998         250,000         275,190
   Wal-Mart Stores, Inc.                                  AA-1/AA         5.500       Mar 01, 1998         300,000         295,464
                                                                                                                          --------
     Retail-Department total                                                                                               570,654
                                                                                                                          --------

Foods-Products & Services:                   1.5%
   Dean Foods Co.                                         A-3/A           6.750       Jun 15, 2005         100,000         102,791
   H.J. Heinz Company                                     A-1/A+          5.500       Sep 15, 1997         100,000         100,143
                                                                                                                          --------
     Foods-Products & Services total                                                                                       202,934
                                                                                                                          --------

Beverages/Confect/Tobacco:                   1.8%
   Coca-Cola Co.                                          AA-3/AA         6.000       Jul 15, 2003         250,000         251,363
                                                                                                                          --------

Auto-Related:                                2.3%
   Ford Motor Co.                                         A-1/A+          7.500       Nov 15, 1999         200,000         211,255
   General Motors Acceptance Corporation                  A-3/A-          6.625       Oct 01, 2002         100,000         102,840
                                                                                                                          --------
     Auto-Related total                                                                                                    314,095
                                                                                                                          --------

Office Equipment/Computers:                  1.9%
   International Business Machines Corp.                  A-1/A           6.375       Nov 01, 1997         262,000         265,275
                                                                                                                          --------

Electronics:                                 2.3%
   Raytheon Co.                                           A-1/A+          6.500       Jul 15, 2005         300,000         309,698
                                                                                                                          --------

Electrical Equipment:                        2.3%
   Emerson Electric Co.                                   AA-1/AA+        6.300       Nov 01, 2005         300,000         308,521

                                                                                                                          --------

</TABLE>
                                       32
<PAGE>


                         BOND FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
BOND FUND INVESTMENTS,                       % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>      
Aerospace/Defense:                           1.1%
   Rockwell International Corp.                           AA-3/AA-        6.750       Sep 15, 2002        $150,000        $157,119
                                                                                                                          --------

Electric Household Appliance:                0.9%
   Maytag Corporation                                     BAA-1/BBB+      9.750       May 15, 2002         100,000         119,398
                                                                                                                          --------

Engineering/Construction Services:           1.5%
   Foster Wheeler Corp.                                   BAA-2/BBB       6.750       Nov 15, 2005         200,000         204,770
                                                                                                                          --------

Machine Tools:                               1.9%
   Giddings & Lewis                                       BA1/BBB         7.500       Oct 01, 2005         250,000         261,922
                                                                                                                          --------

Finance-Diversified:                         3.7%
   John Deere Capital                                     A-2/A           7.375       Sep 02, 1996         250,000         248,534
   Dow Capital B.V.                                       A-1/A           7.375       Jul 15, 2002         250,000         260,494
                                                                                                                          --------
     Finance-Diversified total                                                                                             509,028
                                                                                                                          --------

Pollution Control:                           1.2%
   WMX Technologies, Inc.                                 A-1/AA-         4.100       Oct 01, 2002         150,000         163,873
                                                                                                                          --------

Oil/Oil Service:                             5.8%
   Enron Corp                                             BAA-2/BBB+      7.625       Sep 10, 2004         300,000         327,554
   Shell Oil Company                                      AA-2/AAA        6.625       Jul 01, 1999         150,000         155,032
   Union Oil Co. of California                            BAA-2/BBB       7.200       May 15, 2005         300,000         318,449
                                                                                                                          --------
     Oil/Oil Service total                                                                                                 801,035
                                                                                                                          --------

Chemicals:                                   1.8%
   Monsanto Co.                                           A-1/A           6.000       Jul 01, 2000         250,000         251,701
                                                                                                                          --------

Transportation:                              1.5%
   Burlington Northern, Inc.                              BAA-2/BBB       7.400       May 15, 1999         200,000         209,062
                                                                                                                          --------

Metals-Fabrication & Manufacturing:          1.0%
   Cyprus Minerals                                        BAA-2/BBB-      6.625       Oct 15, 2005         130,000         131,681
                                                                                                                          --------

Utilities-Nat'l Gas Diversified:             1.8%
   Consolidated Natural Gas Co.                           A-1/AA-         5.750       Aug 01, 2003         250,000         246,312
                                                                                                                          --------


</TABLE>

                                       33
<PAGE>

                         BOND FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>

BOND FUND INVESTMENTS,                       % Net        Quality        Coupon         Maturity             Par
CONTINUED:                                  Assets        Rating*         Rate            Date             Amount            Value
                                            ------        -------         ----            ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>
Utilities-Telephone:                         9.3%
   Bell South Telecommunications, Inc.                    AAA/AAA         6.500       Feb 01, 2000        $150,000        $154,232
   Bell South Telecommunications, Inc.                    AAA/AAA         6.500       Jun 15, 2005         150,000         155,583
   Bell Tel of Penn                                       AA-1/AA         6.125       Mar 15, 2003         250,000         252,406
   GTE-North                                              A-1/AA-         5.500       Feb 15, 1999         250,000         249,078
   Indiana Bell Tele.                                     AAA/AAA         4.375       Jun 01, 2003         200,000         180,571
   New Jersey Bell Telephone                              AAA/AA+         4.625       Jun 01, 2005         191,000         170,853
   Northwestern Bell Telephone Co.                        AA-3/AA-        9.500       May 01, 2000         100,000         113,723
                                                                                                                          --------
     Utilities-Telephone total                                                                                           1,276,446
                                                                                                                          --------

Utilities-Electric:                          10.5%
   Baltimore Gas & Electric                               A-1/A+          5.500       Jul 15, 2000         100,000          98,864
   Consolidated Edison of New York                        A-1/A+          6.250       Apr 01, 1998         200,000         202,503
   Gulf Power Co.                                         A-1/A+          5.550       Apr 01, 1998         150,000         149,769
   Midwest Power Systems                                  A-2/A+          7.125       Feb 01, 2003         150,000         158,229
   Northern States Power                                  A-1/AA-         5.875       Oct 01, 1997         150,000         150,910
   Pacificorp                                             A-2/A           6.750       Apr 01, 2005         250,000         257,205
   Union Electric Company                                 A-1/AA-         6.750       Oct 15, 1999         150,000         154,757
   Wisconsin Public Service, Inc.                         AA-2/AA+        7.300       Oct 01, 2002         250,000         265,235
                                                                                                                          --------
     Utilities-Electric total                                                                                            1,437,472
                                                                                                                          --------

Utilities-Natural Gas Pipeline:              0.8%
   Burlington Resources, Inc.                             A-3/A-          9.625       Jun 15, 2000         100,000         114,447
                                                                                                                          --------

     TOTAL NONCONVERTIBLE CORPORATE
     BONDS (COST: $10,155,116)                                                                                         $10,634,751
                                                                                                                        ----------

     TOTAL INVESTMENTS, BOND FUND
     (COST: $12,942,480)**                                                                                             $13,514,654
                                                                                                                        ==========



See accompanying notes to investments in securities.
<FN>
    *Moody's/Standard & Poors' quality ratings.  See the current Prospectus and Statement of Additional  Information for a complete
     description of these ratings.

   **At December 31, 1995,  the cost of  securities  for federal  income tax purposes was  $12,942,480.  The aggregate  unrealized
     appreciation and depreciation of investments in securities based on this cost were:
  
    Gross unrealized appreciation................................ $579,993
    Gross unrealized depreciation................................  (7,819)
                                                                  --------
    Net unrealized appreciation.................................. $572,174
                                                                  ========
</FN>
</TABLE>

                                       34
<PAGE>

                     MONEY MARKET FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>
                                             % Net        Quality      Annualized       Maturity             Par
MONEY MARKET FUND INVESTMENTS:              Assets        Rating*         Yield           Date             Amount            Value
                                            ------        -------         -----           ----             ------            -----
<S>                                          <C>          <C>             <C>         <C>                 <C>             <C>
Short-Term Investments:
Commercial Paper/Savings:                    56.3%
   American Express Credit                                A-1/P-1         5.71%       Apr 02, 1996        $598,000        $589,365
   Associates Corp of North America                       A-1+/P-1        5.86%       Jan 19, 1996         612,000         610,062
   Chevron Oil Finance Company                            A-1+/P-1        5.80%       Jan 19, 1996         493,000         491,444
   Coca-Cola Co.                                          A-1+/P-1        5.73%       Jan 31, 1996         591,000         588,068
   Ford Motor Credit Company                              A-1/P-1         5.86%       Jan 05, 1996         600,000         599,430
   Interstate Power                                       A-1/P-1         5.88%       Jan 31, 1996         598,000         594,944
   John Deere Capital Corp.                               A-1/P-1         5.75%       Feb 23, 1996         590,000         584,970
   Madison Gas & Electric Co.                             A-1+/P-1        5.73%       Feb 15, 1996         600,000         595,613
   Merrill Lynch Capital Markets                          A-1+/P-1        5.91%       Jan 31, 1996         564,000         561,132
   Pfizer Inc.                                            A-1+/P-1        5.79%       Jan 19, 1996         603,000         601,097
   Chase Manhattan - Cash Account                                         4.82%                            587,450         587,450
                                                                                                                        ----------
     TOTAL COMMERCIAL PAPER/
     SAVINGS, AT COST                                                                                                   $6,403,573
                                                                                                                        ----------

Quasi-Government/Government Sponsored:       34.8%
   Federal Home Loan Bank                                 P-1             5.62%       Mar 07, 1996       4,000,000       3,959,658
                                                                                                                        ----------
     TOTAL QUASI-GOVERNMENT/
     GOVERNMENT SPONSORED, AT COST                                                                                      $3,959,658
                                                                                                                        ----------

Government Guaranteed:                       8.8%
   Student Loan Marketing Assn.                           P-1             5.78%       Mar 14, 1996       1,000,000       1,000,000
                                                                                                                        ----------
     TOTAL GOVERNMENT GUARANTEED,
     AT COST                                                                                                            $1,000,000
                                                                                                                        ----------

     TOTAL INVESTMENTS, MONEY
     MARKET FUND, AT COST                                                                                              $11,363,233
                                                                                                                        ----------



See accompanying notes to investments in securities.
<FN>
    *Moody's/Standard & Poors' quality ratings.  See the current Prospectus and Statement of Additional  Information for a complete
     description of these ratings.
</FN>
</TABLE>


                                       35
<PAGE>



                     TREASURY 2000 FUND OF ULTRA SERIES FUND
                      Investments in Securities (Continued)
                                December 31, 1995

<TABLE>
<CAPTION>

                                                                   Interest         Maturity          Principal
TREASURY 2000 FUND INVESTMENTS:                                      Rate             Date             Amount            Value
                                                                     ----             ----             ------            -----
<S>                                                                  <C>           <C>               <C>            <C>
Government Guaranteed - U.S.:
   U.S. Treasury Strip (Cost $1,273,222)*                            9.69%         Nov 15, 2000      $2,000,000     $1,545,960.00
                                                                                                                     ============



See accompanying notes to investments in securities.

Notes to investments in securities:
Interest  rates on  short-term  investments  and  stripped  Treasury  Securities
represent annualized yield to maturity at date of purchase.
Interest rates on other securities represent coupon rates.
Values of  investment  securities  are  determined as described in Note 2 of the
financial statements.
<FN>
    *At December 31, 1995,  the cost of  securities  for federal  income tax purposes  was  $1,273,222.  The  aggregate  unrealized
     appreciation and depreciation of investments in securities based on this cost were:

    Gross unrealized appreciation............................ $272,738
    Gross unrealized depreciation............................       --
                                                              --------
    Net unrealized appreciation.............................. $272,738
                                                              ========
</FN>                                                              
</TABLE>



                                       36
<PAGE>
                                ULTRA SERIES FUND
                             Statement of Operations
                          Year Ended December 31, 1995

<TABLE>
<CAPTION>
                                            Capital      Growth and                                       Money        Treasury
                                         Appreciation   Income Stock     Balanced          Bond          Market          2000
                                          Stock Fund        Fund           Fund            Fund           Fund           Fund
                                          ----------        ----           ----            ----           ----           ----
<S>                                     <C>           <C>             <C>             <C>              <C>             <C>     
Investment income (note 2):
  Interest income                          $79,700       $331,523      $3,152,226       $690,419       $562,355        $111,658

  Dividend income                          337,588      1,762,795         939,820             --             --              --
                                        ----------     ----------      ----------       --------       --------        --------
    Total income                           417,288      2,094,318       4,092,046        690,419        562,355         111,658
                                        ----------     ----------      ----------       --------       --------        --------
Expenses (note 4):

  Advisory fees                            102,598        355,655         434,607         51,014         47,967              --

  Advisory/Administrative fees                  --             --              --             --             --           6,379

  Accounting and custodian fees             37,690         80,630          96,927         11,410         14,694              --

  Trustees' fees                               877          3,027           3,694            434            408              --

  Legal fees                                 1,299          4,484           5,472            643            605              --

  Audit fees                                 1,959          6,763           8,253            969            912              --

  Other expenses                            11,761         40,609          49,554          5,820          5,476              --
                                        ----------     ----------      ----------       --------       --------        --------
  Expenses before reimbursement            156,184        491,168         598,507         70,290         70,062           6,379

  Reimbursable expenses from Century
   Life of America                         (22,806)       (28,817)        (33,518)        (3,971)        (7,705)             --
                                        ----------     ----------      ----------       --------       --------        --------
    Total net expenses                     133,378        462,351         564,989         66,319         62,357           6,379
                                        ----------     ----------      ----------       --------       --------        --------
   Net investment income                   283,910      1,631,967       3,527,057        624,100        499,998         105,279
                                        ----------     ----------      ----------       --------       --------        --------
Realized and unrealized gain (loss
 on investments (notes 2 and 3):

  Realized gain (loss)on security
   transactions:

   Proceeds from sale of securities
     and principal pay downs            13,157,907     40,626,106      30,316,916      1,257,169      2,747,991              --

   Cost of securities sold             (12,079,245)   (34,069,788)    (26,069,055)    (1,227,329)    (2,747,991)             --
                                        ----------     ----------      ----------      ---------       --------        --------
   Net realized gain (loss) on security
    transactions                         1,078,662      6,556,318       4,247,861         29,840             --              --

  Net change in unrealized appreciation
   or depreciation on investments        3,744,217     11,134,096       9,430,371        883,542             --         161,762
                                        ----------     ----------      ----------      ---------       --------        --------
  Net gain (loss) on investments         4,822,879     17,690,414      13,678,232        913,382             --         161,762
                                        ----------     ----------      ----------      ---------       --------        --------


  Net increase (decrease) in net assets
   resulting from operations            $5,106,789    $19,322,381     $17,205,289     $1,537,482       $499,998        $267,041
                                        ==========     ==========      ==========      =========       ========        ========

</TABLE>

See accompanying notes to financial statements.



                                       37
<PAGE>

                                ULTRA SERIES FUND
                       Statement of Changes in Net Assets
                     Years Ended December 31, 1995 and 1994


<TABLE>
<CAPTION>
                                            CAPITAL APPRECIATION               GROWTH AND INCOME
                                                 STOCK FUND                       STOCK FUND                      BALANCED FUND
Operations:                                1995            1994           1995             1994            1995             1994
- -----------                                ----            ----           ----             ----            ----             ----
<S>                                  <C>              <C>          <C>                <C>           <C>                <C>        
  Net investment income                 $283,910         $77,791     $1,631,967         $ 874,346     $3,527,057       $ 2,397,340 

  Net realized gain (loss) on security
   transaction                         1,078,662         415,595      6,556,318           969,090      4,247,861           996,435

  Net change in unrealized appreciation
   or depreciation on investments      3,744,217        (325,464)    11,134,096        (1,460,770)     9,430,371        (3,711,318)
                                     -----------      ----------    -----------       -----------    -----------       -----------
   Change in net assets from     
    operations                         5,106,789         167,922     19,322,381           382,666     17,205,289          (317,543)
                                     -----------      ----------    -----------       -----------    -----------       -----------

Distributions to shareholders:

  From net investment income            (280,255)        (74,385)    (1,628,238)         (867,949)    (3,519,859)       (2,388,749)

  From realized gains on investments  (1,089,798)       (404,459)    (6,422,927)       (1,080,893)    (4,072,590)       (1,095,767)
                                      -----------      ----------    -----------       -----------    -----------       -----------
   Change in net assets from
    distributions                     (1,370,053)       (478,844)    (8,051,165)       (1,948,842)    (7,592,449)       (3,484,516)
                                      -----------      ----------    -----------       -----------    -----------       -----------

Capital share transactions (note 5):

  Proceeds from sale of shares        25,682,821       9,344,358     35,770,514        17,152,559     28,498,420        16,851,604

  Net asset value of shares issued in
   reinvestment of distributions       1,370,053         478,844      8,051,165         1,948,842      7,592,449         3,484,516
                                     -----------      ----------    -----------       -----------    -----------       -----------
                                      27,052,874       9,823,202     43,821,679        19,101,401     36,090,869        20,336,120

  Cost of shares repurchased          (2,121,172)        (63,386)    (1,868,194)       (1,089,803)    (2,203,087)       (3,428,898)
                                     -----------      ----------    -----------       -----------    -----------       -----------
   Change in net assets derived from
    capital share transactions        24,931,702       9,759,816     41,953,485        18,011,598     33,887,782        16,907,222
                                     -----------      ----------    -----------       -----------    -----------       -----------
Increase in net assets                28,668,438       9,448,894     53,224,701        16,445,422     43,500,622        13,105,163

Net assets:

  Beginning of year                    9,448,894              --     48,913,461        32,468,039     67,468,336        54,363,173
                                     -----------      ----------    -----------       -----------    -----------       -----------
  End of year                        $38,117,332      $9,448,894   $102,138,162       $48,913,461   $110,968,958       $67,468,336
                                     ===========      ==========    ===========       ===========    ===========       ===========
Undistributed net investment
  income included in net assets           $7,061          $3,406        $10,991            $7,261        $23,449           $16,251
                                     ===========      ==========    ===========       ===========    ===========       ===========

</TABLE>

See accompanying notes to financial statements.



                                       38
<PAGE>

                                ULTRA SERIES FUND
                 Statement of Changes in Net Assets (Continued)
                     Years Ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
                                                  BOND FUND                    MONEY MARKET FUND              TREASURY 2000 FUND
Operations:                               1995              1994           1995             1994            1995            1994
- -----------                               ----              ----           ----             ----            ----            ----
<S>                                  <C>                <C>           <C>                <C>            <C>              <C>
  Net investment income                 $624,100          $416,928       $499,998          $209,397       $105,279          $96,809

  Net realized gain (loss) on security
   transactions                           29,840             4,272             --                --             --               --

  Net change in unrealized appreciation
   or depreciation on investments        883,542          (649,375)            --                --        161,762         (193,861)
                                      ----------        ----------     ----------        ----------     ----------       ----------
   Change in net assets from
    operations                         1,537,482          (228,175)       499,998           209,397        267,041          (97,052)
                                     -----------        ----------    -----------       -----------    -----------      -----------
Distributions to shareholders:

  From net investment income            (622,541)         (416,148)      (499,998)         (209,397)            --               --

  From realized gains on investments     (29,840)           (4,272)            --                --             --               --
                                     -----------        ----------    -----------       -----------    -----------      -----------
   Change in net assets from
    distributions                       (652,381)         (420,420)      (499,998)         (209,397)            --               --
                                     -----------        ----------    -----------       -----------    -----------      -----------
Capital share transactions (note 5):

  Proceeds from sale of shares         5,496,387         2,888,932     16,248,249        11,468,113          6,176            5,899

  Net asset value of shares issued in
   reinvestment of distributions         652,380           420,420        499,536           208,618             --               --
                                     -----------        ----------    -----------       -----------    -----------      -----------
                                       6,148,767         3,309,352     16,747,785        11,676,731          6,176            5,899

  Cost of shares repurchased          (1,176,460)       (1,090,887)   (13,173,017)       (8,626,862)            --               --
                                     -----------        ----------    -----------       -----------    -----------      -----------


   Change in net assets derived from
    capital share transactions         4,972,307         2,218,465      3,574,768         3,049,869          6,176            5,899
                                     -----------        ----------    -----------       -----------    -----------      -----------
Increase (decrease) in net assets      5,857,408         1,569,870      3,574,768         3,049,869        273,217          (91,153)

Net assets:

  Beginning of year                    7,867,360         6,297,490      7,799,361         4,749,492      1,272,110        1,363,263
                                     -----------        ----------    -----------       -----------    -----------      -----------
  End of year                        $13,724,768        $7,867,360    $11,374,129        $7,799,361     $1,545,327       $1,272,110
                                     ===========        ==========    ===========       ===========    ===========      ===========
 
Undistributed net investment
  income included in net assets           $4,349            $2,789             --                --             --               --
                                     ===========        ==========    ===========       ===========    ===========      ===========

</TABLE>

See accompanying notes to financial statements.




                                       39
<PAGE>

              CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31

<TABLE>
<CAPTION>
                                     ------------------------------------ CAPITAL APPRECIATION STOCK FUND ----------------------
<S>                                              <C>               <C> 
(For a share outstanding throughout the period):   1995              1994
                                                   ----              ----

Net Asset Value, Beginning of Period               $9.97           $10.00
                                                  ------           ------


  Income from Investment Operations

   Net Investment Income                            .14              0.16

   Net Realized and Unrealized Gain (Loss)
    on Investments                                 2.91              0.37
                                                 ------            ------

  Total from Investment Operations                 3.05              0.53
                                               --------------------------

  Distributions

   Distributions from Net Investment Income        (.14)            (0.15)
                                                 ------            ------

   Distributions from Realized Capital Gains       (.37)            (0.41)
                                                 ------            ------

  Total Distributions                              (.51)            (0.56)
                                               --------------------------

Net Asset Value, End of Period                   $12.51             $9.97
====================================================================================================================================

Total Return*                                    30.75%             5.44%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)        $38,117            $9,449

Ratio of Expenses to Average Net Assets**          0.65%             0.65%

Ratio of Net Investment Income to Average
  Net Assets**                                     1.37%             1.55%

Portfolio Turnover Rate                           61.32%            65.81%

Average Commission Rate                           $0.06
====================================================================================================================================
    
<FN>
    *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.

   **During the periods shown,  Century Life of America and its affiliates  absorbed all expenses in excess of .65% of the average
     net assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond and Money Market Funds under the terms of
     an Expense Reimbursement  Agreement between the Ultra Series Fund and Century Life of America.  Annually,  the Fund and Century
     Life of America have renewed the Expense Reimbursement Agreement. If the Expense Reimbursement Agreement had not been in effect
     and if the full expenses  allowable under the Investment  Advisory  Agreement  between the Ultra Series Fund and the Investment
     Adviser had been charged, the amounts that would have been charged and the ratios that would have resulted are:
</FN>
<CAPTION>
Capital Appreciation Stock Fund                    1995              1994
                                                   ----              ----
<S>                                              <C>                <C>    
Amount Charged                                   $156,184           $42,519

Ratio of Expenses to
Average Net Assets                                 0.75%             0.85%

Ratio of Net Investment
Income to Average Net Assets                       1.25%             1.35%

 </TABLE>

                                       40
<PAGE>



                GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31

<TABLE>
<CAPTION>

                                 ---------------------------------- GROWTH AND INCOME STOCK FUND ----------------------------
<S>                                            <C>                <C>              <C>               <C>               <C> 
(For a share outstanding throughout the period):   1995              1994             1993              1992             1991
                                                -----------------------------------------------------------------------------

Net Asset Value, Beginning of Period             $15.06            $15.51           $15.49            $15.21            $12.75
                                                  -----             -----            -----             -----             -----

Income from Investment Operations

Net Investment Income                               .37              0.32             0.29              0.32             0.33

Net Realized and Unrealized Gain (Loss)
on Investments                                     4.37             (0.04)            1.87              0.90             2.95
                                                  -----             -----            -----             -----             -----

Total from Investment Operations                   4.74              0.28             2.16              1.22             3.29
                                               -------------------------------------------------------------------------------------

  Distributions

   Distributions from Net Investment Income        (.37)            (0.32)           (0.29)            (0.32)           (0.34)

   Distributions from Realized Capital Gains      (1.23)            (0.40)           (1.85)            (0.62)           (0.49)
                                                  -----             -----            -----             -----             -----

  Total Distributions                             (1.60)            (0.73)           (2.14)            (0.94)           (0.83)
                                               -------------------------------------------------------------------------------------

Net Asset Value, End of Period                   $18.20            $15.06           $15.51            $15.49            $15.21
====================================================================================================================================

Total Return*                                    31.75%             1.42%           13.77%             7.66%            25.66%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)       $102,138           $48,913          $32,468           $24,382           $17,101

Ratio of Expenses to Average Net Assets**          0.65%             0.65%            0.65%             0.65%            0.65%

Ratio of Net Investment Income to Average
  Net Assets**                                     2.28%             2.19%            1.84%             2.11%            2.58%

Portfolio Turnover Rate                           57.80%            45.36%           56.79%            29.67%           27.90%

Average Commission Rate                           $0.06
====================================================================================================================================
<FN>
    *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.

   **During the periods shown,  Century Life of America and its affiliates  absorbed all expenses in excess of .65% of the average
     net assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond and Money Market Funds under the terms of
     an Expense Reimbursement  Agreement between the Ultra Series Fund and Century Life of America.  Annually,  the Fund and Century
     Life of America have renewed the Expense Reimbursement Agreement. If the Expense Reimbursement Agreement had not been in effect
     and if the full expenses  allowable under the Investment  Advisory  Agreement  between the Ultra Series Fund and the Investment
     Adviser had been charged, the amounts that would have been charged and the ratios that would have resulted are:
</FN>
<CAPTION>
Growth and Income Stock Fund                       1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                              <C>               <C>              <C>               <C>               <C>    
Amount Charged                                   $491,168          $281,760         $210,141          $151,195          $90,028

Ratio of Expenses to
Average Net Assets                                 0.69%             0.70%            0.73%             0.74%            0.74%

Ratio of Net Investment
Income to Average Net Assets                       2.23%             2.14%            1.76%             2.02%            2.49%
</TABLE>


                                       41
<PAGE>



                       BALANCED FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31

<TABLE>
<CAPTION>
                             ---------------------------------------------------- BALANCED FUND -----------------------------
(For a share outstanding throughout the period):   1995              1994             1993              1992             1991
                                                -----------------------------------------------------------------------------
<S>                                            <C>                <C>              <C>               <C>               <C>       
Net Asset Value, Beginning of Period             $12.90            $13.70           $13.54            $13.44            $12.11
                                                  -----             -----            -----             -----             -----

  Income from Investment Operations

   Net Investment Income                            .55              0.52             0.50              0.55             0.62

   Net Realized and Unrealized Gain (Loss)
    on Investments                                 2.29             (0.56)            0.95              0.40             1.56
                                                  -----             -----            -----             -----             -----

  Total from Investment Operations                 2.84             (0.04)            1.45              0.95             2.18
                                               -------------------------------------------------------------------------------------

  Distributions

   Distributions from Net Investment Income        (.55)            (0.51)           (0.50)            (0.55)           (0.63)

   Distributions from Realized Capital Gains       (.56)            (0.25)           (0.79)            (0.30)           (0.22)
                                                  -----             -----            -----             -----             -----

  Total Distributions                             (1.11)            (0.76)           (1.29)            (0.85)           (0.85)
                                               -------------------------------------------------------------------------------------

Net Asset Value, End of Period                   $14.63            $12.90           $13.70            $13.54            $13.44
====================================================================================================================================

Total Return*                                    22.27%            -0.46%           10.47%             6.85%            18.53%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)       $110,969           $67,468          $54,363           $41,604           $29,539

Ratio of Expenses to Average Net Assets**          0.65%             0.65%            0.65%             0.65%            0.65%

Ratio of Net Investment Income to Average
  Net Assets**                                     4.03%             4.00%            3.62%             4.10%            4.98%

Portfolio Turnover Rate                           36.68%            28.53%           28.71%            19.23%           13.26%

Average Commission Rate                           $0.06
====================================================================================================================================
<FN>
    *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.

   **During the periods shown,  Century Life of America and its affiliates  absorbed all expenses in excess of .65% of the average
     net assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond and Money Market Funds under the terms of
     an Expense Reimbursement  Agreement between the Ultra Series Fund and Century Life of America.  Annually,  the Fund and Century
     Life of America have renewed the Expense Reimbursement Agreement. If the Expense Reimbursement Agreement had not been in effect
     and if the full expenses  allowable under the Investment  Advisory  Agreement  between the Ultra Series Fund and the Investment
     Adviser had been charged, the amounts that would have been charged and the ratios that would have resulted are:
</FN>
<CAPTION>
Balanced Fund                                      1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                              <C>               <C>              <C>               <C>              <C>     
Amount Charged                                   $598,507          $417,750         $362,284          $254,326         $172,438

Ratio of Expenses to
Average Net Assets                                 0.68%             0.70%            0.74%             0.72%            0.71%

Ratio of Net Investment
Income to Average Net Assets                       4.00%             3.95%            3.53%             4.03%            4.92%


</TABLE>

                                       42
<PAGE>


                         BOND FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31


<TABLE>
<CAPTION>
                            ------------------------------------------------------- BOND FUND ---------------------------------
(For a share outstanding throughout the period):   1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                             <C>              <C>              <C>               <C>                <C>  
Net Asset Value, Beginning of Period              $9.67            $10.58           $10.32            $10.37             $9.75
                                                  -----             -----            -----             -----             -----

  Income from Investment Operations

   Net Investment Income                            .60              0.59             0.64              0.69             0.77

   Net Realized and Unrealized Gain (Loss)
    on Investments                                  .96             (0.90)            0.28             (0.03)            0.62
                                                  -----             -----            -----             -----             -----

  Total from Investment Operations                 1.56             (0.31)            0.92              0.66             1.39
                                               -------------------------------------------------------------------------------------

  Distributions

   Distributions from Net Investment Income        (.59)            (0.59)           (0.65)            (0.70)           (0.77)

   Distributions from Realized Capital Gains       (.01)            (0.01)           (0.01)            (0.01)            0.00
                                                  -----             -----            -----             -----             -----

  Total Distributions                              (.60)            (0.60)           (0.66)            (0.71)           (0.77)
                                               -------------------------------------------------------------------------------------

Net Asset Value, End of Period                   $10.63             $9.67           $10.58            $10.32            $10.37
- ------------------------------------------------------------------------------------------------------------------------------------

Total Return*                                    16.37%            -3.06%            8.87%             6.47%            14.70%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)        $13,725            $7,867           $6,297            $5,244            $3,975

Ratio of Expenses to Average Net Assets**          0.65%             0.65%             0.65%            0.65%             0.65%

Ratio of Net Investment Income to Average
  Net Assets**                                     6.08%             6.03%             5.99%            6.83%             7.74%

Portfolio Turnover Rate                           14.74%            11.97%            12.23%           13.58%             8.74%
====================================================================================================================================
<FN>
    *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.

   **During the periods shown,  Century Life of America and its affiliates  absorbed all expenses in excess of .65% of the average
     net assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond and Money Market Funds under the terms of
     an Expense Reimbursement  Agreement between the Ultra Series Fund and Century Life of America.  Annually,  the Fund and Century
     Life of America have renewed the Expense Reimbursement Agreement. If the Expense Reimbursement Agreement had not been in effect
     and if the full expenses  allowable under the Investment  Advisory  Agreement  between the Ultra Series Fund and the Investment
     Adviser had been charged, the amounts that would have been charged and the ratios that would have resulted are:
</FN>
<CAPTION>
Bond Fund                                          1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                               <C>               <C>              <C>               <C>              <C>    
Amount Charged                                    $70,290           $48,651          $44,293           $33,269          $27,311

Ratio of Expenses to
Average Net Assets                                 0.68%             0.70%            0.75%             0.75%            0.75%

Ratio of Net Investment
Income to Average Net Assets                       6.04%             5.98%            5.89%             6.74%            7.65%


</TABLE>


                                       43
<PAGE>



                     MONEY MARKET FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31


<TABLE>
<CAPTION>

                                 ---------------------------------------------- MONEY MARKET FUND -------------------------------
(For a share outstanding throughout the period):   1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                             <C>               <C>              <C>               <C>              <C>  
Net Asset Value, Beginning of Period              $1.00             $1.00            $1.00             $1.00            $1.00
                                                  -----             -----            -----             -----             -----

  Income from Investment Operations

   Net Investment Income                           0.05              0.03             0.03              0.03             0.05

   Net Realized and Unrealized Gain (Loss)
    on Investments                                 0.00              0.00             0.00              0.00             0.00
                                                  -----             -----            -----             -----             -----

  Total from Investment Operations                 0.05              0.03             0.03              0.03             0.05
                                              --------------------------------------------------------------------------------------

  Distributions

   Distributions from Net Investment Income       (0.05)            (0.03)           (0.03)            (0.03)           (0.05)

   Distributions from Realized Capital Gains      (0.00)             0.00             0.00              0.00             0.00
                                                  -----             -----            -----             -----             -----

  Total Distributions                             (0.05)            (0.03)           (0.03)            (0.03)           (0.05)
                                              --------------------------------------------------------------------------------------

Net Asset Value, End of Period                    $1.00             $1.00            $1.00             $1.00            $1.00
====================================================================================================================================

Total Return*                                     5.21%             3.34%            2.86%             3.05%             5.36%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)        $11,374            $7,799           $4,749            $5,097            $5,082

Ratio of Expenses to Average Net Assets**         0.65%             0.65%            0.65%             0.65%             0.65%

Ratio of Net Investment Income to Average
  Net Assets**                                    5.17%             3.66%            2.43%             3.05%             5.36%

Portfolio Turnover Rate                             --                --               --                --                --
====================================================================================================================================

For the Money  Market Fund,  the  "seven-day  average"  yield for the seven days
ended December 31, 1995, was 4.93% and the "effective" yield for that period was
5.05%.
<FN>
    *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.

   **During the periods shown,  Century Life of America and its affiliates  absorbed all expenses in excess of .65% of the average
     net assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond and Money Market Funds under the terms of
     an Expense Reimbursement  Agreement between the Ultra Series Fund and Century Life of America.  Annually,  the Fund and Century
     Life of America have renewed the Expense Reimbursement Agreement. If the Expense Reimbursement Agreement had not been in effect
     and if the full expenses  allowable under the Investment  Advisory  Agreement  between the Ultra Series Fund and the Investment
     Adviser had been charged, the amounts that would have been charged and the ratios that would have resulted are:
</FN>
<CAPTION>
Money Market Fund                                  1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                               <C>               <C>              <C>               <C>              <C>    
Amount Charged                                    $70,062           $44,391          $44,836           $39,068          $38,030

Ratio of Expenses to
Average Net Assets                                 0.73%             0.78%            0.77%             0.75%            0.73%

Ratio of Net Investment
Income to Average Net Assets                       5.09%             3.53%            2.31%             2.96%            5.29%


</TABLE>

                                       44
<PAGE>



                     TREASURY 2000 FUND OF ULTRA SERIES FUND
                              Financial Highlights
                             Years Ended December 31


<TABLE>
<CAPTION>
                             ------------------------------------------------- TREASURY 2000 FUND -------------------------------
(For a share outstanding throughout the period)    1995              1994             1993              1992             1991
                                                   ----              ----             ----              ----             ----
<S>                                             <C>               <C>              <C>               <C>              <C>  
Net Asset Value, Beginning of Period              $7.00             $7.53            $6.53             $6.04            $5.02
                                                  -----             -----            -----             -----             -----

  Income from Investment Operations

   Net Investment Income                           0.58              0.53             0.48              0.45             0.41

   Net Realized and Unrealized Gain (Loss)
    on Investments                                 0.89             (1.06)            0.52              0.04             0.61
                                                  -----             -----            -----             -----             -----

  Total from Investment Operations                 1.47             (0.53)            1.00              0.49             1.02
                                             ---------------------------------------------------------------------------------------

  Distributions

   Distributions from Net Investment Income        0.00              0.00             0.00              0.00             0.00

   Distributions from Realized Capital Gains       0.00              0.00             0.00              0.00             0.00
                                                  -----             -----            -----             -----             -----

  Total Distributions                              0.00              0.00             0.00              0.00             0.00
                                             ---------------------------------------------------------------------------------------

Net Asset Value, End of Period                    $8.47             $7.00            $7.53             $6.53            $6.04
====================================================================================================================================

Total Return*                                    20.99%            -7.12%           15.43%             8.01%            20.37%
====================================================================================================================================

Ratio/Supplemental Data

Net Assets, End of Period (000s Omitted)         $1,545            $1,272           $1,363            $1,176            $1,084

Ratio of Expenses to Average Net Assets           0.45%             0.45%            0.45%             0.45%             0.45%

Ratio of Net Investment Income to Average
  Net Assets                                      7.40%             7.50%            6.69%             7.26%             7.76%

Portfolio Turnover Rate                             --                --               --                --                --
====================================================================================================================================

<FN>
     *These returns are after all charges at the mutual fund level have been  subtracted.  These returns are higher than the returns
     at the separate account level because charges made at the separate account level have not been subtracted.
</FN>
</TABLE>
                                       45
<PAGE>



                                ULTRA SERIES FUND
                          Notes to Financial Statements

(1)  Description of the Fund

     The Ultra Series Fund, a  Massachusetts  Business Trust, is registered as a
     diversified,  open-end  management  investment company under the Investment
     Company  Act of 1940.  The  Ultra  Series  Fund is a series  fund  with six
     investment  portfolios (funds),  each with different investment  objectives
     and policies  and each issuing a separate  class of common stock with a par
     value of $.01 per share. Fund shares are sold and redeemed at a price equal
     to the shares' net asset  value  (note  2(b)).  The assets of each fund are
     held separate from the assets of the other funds.

     Shares in each fund are  currently  offered  only to  separate  accounts of
     Century  Life of America  at a price  equal to their  respective  net asset
     values per share, without sales charge.


(2)  Significant Accounting Policies

     (a) Valuation of Investment Securities

         Value of  Securities,  including  call  options,  which  are  traded on
         exchanges are valued at the last sales price on the principal  exchange
         as of the close of the New York  Stock  Exchange  or 3:00 p.m.  Central
         Standard  Time,  whichever is earlier,  on the day the  securities  are
         being valued.  Securities not traded on a stock exchange on a given day
         or traded  over-the-counter  are valued using a procedure determined in
         good faith to  represent  a fair value and which is  authorized  by the
         Board of Trustees.  Pursuant to Rule 2A-7 of the Investment Company Act
         of 1940 (as amended),  all money market instruments in the Money Market
         Fund are valued on an amortized cost basis. Money Market instruments in
         the other funds are valued on an amortized cost basis if there are less
         than 60 days to maturity.

     (b) Share Valuation and Dividends to Shareholders

         The net asset value of the shares of each fund is determined on a daily
         basis based on the  valuation of the net assets of the funds divided by
         the number of shares of the fund outstanding.  Expenses,  including the
         investment  advisory and  advisory/  administrative  fees (note 4), are
         accrued daily and reduce the net asset value per share.

         Dividends  on the Money  Market  Fund will be declared  and  reinvested
         daily in  additional  full and  fractional  shares of the Money  Market
         Fund.  Dividends of ordinary income from the Capital Appreciation Stock
         Fund,  Growth and Income Stock Fund,  Bond Fund, and Balanced Fund will
         be declared and reinvested  quarterly in additional full and fractional
         shares of the respective funds. All net realized capital gains of these
         funds, if any, will be declared and reinvested at least  annually.  The
         Treasury 2000 Fund will utilize an annual  consent  dividend  procedure
         which provides the Fund with the deduction for dividends constructively
         paid to shareholders. During 1995 the Treasury 2000 Series reclassified
         $105,588 of undistributed net investment income into additional paid-in
         capital as a result of a consent dividend process.

     (c) Federal Income and Excise Taxes

         The Ultra Series Fund intends to distribute  all of its taxable  income
         and to comply with the other  requirements of the Internal Revenue Code
         applicable to regulated investment companies. Accordingly, no provision
         for income or excise taxes is required.

     (d) Other

         Security  transactions  are recorded on the trade date basis.  Realized
         gains  and  losses  from  security  transactions  are  reported  on the
         identified cost basis. Interest,  including amortization of premium and
         discount,  is accrued  daily and  dividend  income is  recorded  on the
         ex-dividend date.




                                       46
<PAGE>



     (e) Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of increase
         and decrease in net assets from  operations  during the period.  Actual
         results could differ from those estimates.


(3)  Purchase and Sales of Investment Securities

     The cost of  securities  purchased and the proceeds  from  securities  sold
     (including maturities, excluding short-term securities for all funds except
     Money Market) for each fund during the year ended  December 31, 1995,  were
     as follows:

<TABLE>
<CAPTION>
                                             Capital       Growth and                                      Money       Treasury
                                          Appreciation    Income Stock       Balanced        Bond         Market         2000
                                           Stock Fund         Fund             Fund          Fund          Fund          Fund
                                           ----------         ----             ----          ----          ----          ----
<S>                                       <C>              <C>             <C>            <C>          <C>             <C>
     Total costs of securities purchased  36,043,321       74,801,837      58,644,587     6,257,222    104,918,148     $     --
                                          ==========      ===========     ===========    ==========    ===========     ========
     Total proceeds received on security
     sales and principal paydowns         13,157,907       40,626,106      30,316,916     1,257,169    101,900,757     $     --
                                          ==========      ===========     ===========    ==========    ===========     ========
</TABLE>


(4)  Transactions with Affiliates

     The Ultra Series Fund has entered  into an  investment  advisory  agreement
     with  Century  Investment  Management  Co.  (the  Investment  Adviser),  an
     affiliated  company.  During 1995, the Investment  Adviser received monthly
     advisory  or  advisory/administrative  fees,  based on  average  daily  net
     assets, at an annual rate of .5 percent of the Capital  Appreciation Stock,
     Growth and Income  Stock,  Balanced,  Bond and Money  Market  Funds and .45
     percent of the Treasury 2000 Fund.

     Expenses of the Ultra  Series Fund are accrued  daily.  Each fund bears the
     expenses  directly  attributable  to its  own  investments.  Such  expenses
     include,  but are not limited to,  brokerage  and other  commission  costs,
     legal  fees  relating  to  the  enforcement  of  rights  under  a  specific
     investment owned by the fund and expenses related to defense of claims made
     solely against the fund.  However,  certain  expenses from shared resources
     are  allocated  to the various  funds on the basis of the net assets of the
     respective funds as determined each day. These expenses  include  Trustees,
     accountants,   legal,   investment   management   and  other   general  and
     administrative  expenses. As a result of sharing these resources, the funds
     are expected to  experience  cost savings  over the  aggregate  amount that
     would be payable if each fund were a separate mutual fund.  There can be no
     assurance, however, that such savings will be realized.

     The  Investment  Adviser is required to reimburse the funds for the amount,
     if any,  by  which  the  aggregate  expenses  of any  fund  (including  the
     Investment  Adviser's fee, but excluding brokerage  commissions,  interest,
     taxes, and extraordinary  expenses) in any calendar year exceed 2.0 percent
     of the average daily net assets of the funds. In addition,  Century Life of
     America has voluntarily agreed to reimburse the Capital Appreciation Stock,
     Growth and Income Stock, Balanced, Bond and Money Market Funds for ordinary
     business  expenses  in excess of .65  percent  (of which .5  percent is the
     advisory fee and .15 percent is general and administrative expenses) of the
     average daily net assets of these funds.  Also, the Investment  Adviser has
     agreed to assume  responsibility for providing all administrative  services
     and paying all ordinary  business  expenses of the Treasury 2000 Fund which
     exceed .45  percent  (all of which is the  advisory/administrative  fee) of
     average  daily net  assets.  Currently,  Century  Life of America  and CUNA
     Mutual   Insurance   Society,    affiliated   companies,    are   providing
     administrative services on behalf of the Adviser.


                                       47
<PAGE>



     During  the  year  ended  December  31,  1995,   Century  Life  of  America
     voluntarily  reimbursed  expenses  for each of the  funds in the  following
     amounts:
   
          Capital Appreciation Stock Fund...............$22,806      
          Bond Fund......................................$3,971
          Growth and Income Stock Fund..................$28,817      
          Money Market Fund..............................$7,705
          Balanced Fund.................................$33,518

     All capital shares  outstanding at December 31,1995,  are owned by separate
     investment accounts of Century Life of America.

     Certain  officers and  directors of the Ultra Series Fund are also officers
     of Century Life of America or Century Investment  Management Co. During the
     year ended December 31, 1995, the Ultra Series Fund made no direct payments
     to its officers and paid trustees' fees of  approximately  $8,500.00 to its
     unaffiliated trustees.


(5)  Share Activity

     Transactions  in shares of each fund for the years ended  December 31, 1995
     and 1994, were as follows:

<TABLE>
<CAPTION>
                                                 Capital       Growth and                                     Money      Treasury
                                              Appreciation    Income Stock      Balanced         Bond        Market        2000
                                               Stock Fund         Fund            Fund           Fund         Fund         Fund
                                               ----------         ----            ----           ----         ----         ----
<S>                                            <C>              <C>             <C>            <C>          <C>             <C>  
     Shares outstanding at December 31, 1993         --         2,093,707       3,969,329        595,097     4,749,492      180,966
                                             
     Share sold, including reinvestment      
            of dividends                         964,787        1,322,730       1,687,122        351,808    11,676,731          841
                                             
     Shares repurchased                          (17,362)        (167,734)       (425,576)      (133,385)   (8,626,862)          --
                                               ---------        ---------       ---------       --------    ----------      -------
     Shares outstanding at December 31, 1994     947,425        3,248,703       5,230,875        813,520     7,799,361      181,807
                                               ---------        ---------       ---------       --------    ----------      -------
     Share sold, including reinvestment      
            of dividends                       2,337,211        2,621,441       2,823,694        657,600    16,747,785       43,617
                                             
     Shares repurchased                         (238,086)        (259,097)       (469,326)      (179,841)  (13,173,017)     (42,878)
                                               ---------        ---------       ---------       --------    ----------      -------
     Shares outstanding at December 31, 1995   3,046,550        5,611,047       7,585,243      1,291,279    11,374,129      182,546
                                                --------        ---------       ---------       --------    ----------      ------- 
                                         
</TABLE>

                                       48
<PAGE>



                                ULTRA SERIES FUND
                          INDEPENDENT AUDITORS' REPORT


The Trustees and Shareholders
Ultra Series Fund:

We have  audited  the  statements  of  assets  and  liabilities,  including  the
schedules of investments in securities,  of the Capital Appreciation Stock Fund,
Growth and Income Stock Fund,  Balanced Fund, Bond Fund,  Money Market Fund, and
Treasury  2000 Fund of the Ultra Series Fund as of December  31,  1995,  and the
related  statements of  operations  for the year then ended,  the  statements of
changes in net assets for each of the years in the  two-year  period then ended,
and financial  highlights  for each of the years in the five-year (two years for
Capital  Appreciation Stock Fund) period then ended. These financial  statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Investment  securities  held in custody were confirmed to us by the
custodian. As to securities purchased or sold, but not received or delivered, we
request  confirmation  from  brokers,  and where  replies are not  received,  we
carried out other appropriate audit procedures. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Capital  Appreciation  Stock Fund, Growth and Income Stock Fund,  Balanced Fund,
Bond Fund,  Money Market Fund, and Treasury 2000 Fund of Ultra Series Fund as of
December 31, 1995, the results of their  operations for the year then ended, the
changes in their nets assets for each of the years in the  two-year  period then
ended, and the financial  highlights for each of the years in the five-year (two
years for Capital Appreciation Stock Fund) period then ended, in conformity with
generally accepted accounting principles.



                              KPMG PEAT MARWICK LLP


Des Moines, Iowa
February 16, 1996



                                       49
<PAGE>



                                ULTRA SERIES FUND
                              Officers and Trustees

<TABLE>
<CAPTION>
OFFICERS                                                                             BOARD OF TRUSTEES
<S>                                                                                  <C>   
Michael S. Daubs, President                                                          Gwendolyn M. Boeke
Lawrence R. Halverson, Vice President/Secretary                                      Alfred L. Disrud
Donald Heltner, Vice President                                                       Kevin T. Lentz
Michael G. Joneson, Chief Accounting Officer, Treasurer and Assistant Secretary      Keith S. Noah
Robert M. Buckingham, Chief Financial Officer/Assitant Secretary                     Thomas C. Watt
</TABLE>





                                       50
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission