AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1996
Registration No: 2-87775
811-4815
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 17 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 21 |X|
ULTRA SERIES FUND
(Exact Name of Registrant as Specified in Charter)
2000 Heritage Way, Waverly, Iowa 50677
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (319) 352-4090, ext. 2157
Name and complete address of agent for service:
Barbara L. Secor, Esq.
Century Life of America
2000 Heritage Way
Waverly, Iowa 50677
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|X| on May 1, 1996 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on _______________ pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on _______________ pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 24f-2, Registrant registered an indefinite amount of securities
under the Securities Act of 1933. The Rule 24f-2 Notice for Registrant's most
recent fiscal year was filed on February 9, 1996.
The index to attached exhibits is found following the signature pages after page
C-12 .
===============================================================================
<PAGE>
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 N/A
3 Financial Highlights
4a The ULTRA SERIES FUND, Investment Objectives
4b,c Investment Objectives
5a,b,c,d,e,f Management of the Ultra Series Fund
5g N/A
5A Response is in Annual Report
6a,b,c Shareholder Rights
6d N/A
6e Inquiries
6f Dividends
6g Tax Status
7a Inquiries, Century Life of America
7b Net Asset Value
7c,d,e N/A
7f Distribution Plan
8a Offer, Purchase and Redemption of Shares
8b,c,d N/A
9 N/A
Part B Statement of Additional Information Caption
10a,b Cover Page
11 Table of Contents
12 General Information
13a,c Investment Practices
13b Investment Limitations
13d Portfolio Turnover
14a,b Management
14c N/A
15a,b,c Management of the Ultra Series Fund
16a,b,d Investment Adviser
16c Expenses of the fund
16e N/A
16f Distribution Plan and Agreement
16g N/A
16h Custodian; Independent Auditors
16i Transfer Agent
17a,c Brokerage
17b N/A
18a General Information
18b N/A
19a,b Net Asset Value of Fund Shares
19c N/A
20 Dividends, Distributions and Taxes
21a How Securities are Offered, Net Asset Value of Shares
21b,c N/A
22 Calculation of Yields and Total Returns
23 Financials
<PAGE>
Part A
THE PROSPECTUS
Ultra Series Fund PROSPECTUS
2000 Heritage Way, Waverly, Iowa 50677
(319) 352-4090 (800) 798-5500 MAY 1, 1996
This Prospectus describes the Ultra Series Fund, a diversified, open-end
management investment company, commonly known as a mutual fund. Shares of the
fund are sold only to separate accounts of Century Life of America in connection
with variable life insurance and variable annuity contracts. The Ultra Series
Fund is a series fund with six investment portfolios (each a "fund" or "series).
The term Ultra Series Fund describes the series fund as a whole. The six funds
within the Ultra Series Fund are: Capital Appreciation Stock, Growth and Income
Stock, Balanced, Bond, Money Market and Treasury 2000. In the future the number
of funds may change. Each fund has a different investment objective.
There can be no assurance that the investment objective of any fund will be
achieved. Investment experience of each fund will vary.
When used in connection with individual variable annuity contracts or variable
life insurance contracts, this Prospectus must be accompanied by prospectuses
for those contracts. This Prospectus may also be used in connection with group
variable annuity contracts offered to qualified employee benefit plans.
This Prospectus should be read and retained for future reference. It sets forth
concisely information that a prospective investor should know before investing.
Additional information about the Ultra Series Fund is contained in a Statement
of Additional Information dated May 1, 1996, as supplemented from time to time,
available without charge from the address shown below. The Statement of
Additional Information is incorporated by reference into this Prospectus and has
been filed with the Securities and Exchange Commission.
UNLIKE CREDIT UNION AND BANK ACCOUNTS, THE VALUE OF AN INVESTMENT IN THIS FUND
IS NOT INSURED. SHARES OF THE FUND ARE NOT A DEPOSIT OF, OR GUARANTEED BY, ANY
BANK OR CREDIT UNION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR GOVERNMENT AGENCY. AN INVESTMENT INVOLVES CERTAIN RISKS INCLUDING
A LOSS OF PRINCIPAL.
AN INVESTMENT IN THE MONEY MARKET SERIES IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE MONEY MARKET SERIES WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Distributed by:
CUNA BROKERAGE SERVICES, INC.
Office of Supervisory Jurisdiction
2000 Heritage Way
Waverly, IA 50677
(319) 352-4090
(800) 798-5500
<PAGE>
TABLE OF CONTENTS
PAGE
FINANCIAL HIGHLIGHTS....................................................
THE ULTRA SERIES FUND...................................................
INVESTMENT OBJECTIVES AND POLICIES......................................
Capital Appreciation Stock...........................................
Growth and Income Stock..............................................
Balanced.............................................................
Bond.................................................................
Money Market.........................................................
Treasury 2000........................................................
INVESTMENT TECHNIQUES AND LIMITATIONS...................................
Repurchase Agreements................................................
Borrowing............................................................
MANAGEMENT OF THE ULTRA SERIES FUND.....................................
The Trustees.........................................................
Cost Savings.........................................................
Century Life of America..............................................
The Investment Adviser...............................................
Offer, Purchase and Redemption of Shares.............................
GENERAL INFORMATION.....................................................
Shareholder Rights...................................................
Inquiries............................................................
Dividends............................................................
The Ultra Series Fund Performance....................................
Tax Status...........................................................
Net Asset Value......................................................
APPENDIX A..............................................................
<PAGE>
The highlights for the years 1986 through 1995 have been audited by KPMG Peat
Marwick, LLP, independent auditors. These highlights should be read in
conjunction with the financial statements and related notes and the Auditors'
Report in the Statement of Additional Information, available without charge from
the address shown on the first page of this Prospectus.
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
---------------------------------- CAPITAL APPRECIATION STOCK FUND ----------
(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
===============================================================================
*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:
Capital Appreciation Stock Fund 1995 1994
---- ----
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%
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
----------------------------------- GROWTH AND INCOME STOCK FUND -------------------------------------
(For a share outstanding
throughout the period): 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $15.06 $15.51 $15.49 $15.21 $12.75 $14.13 $12.15 $10.74 $11.97 $12.36
Income from Investment Operations
Net Investment Income .37 0.32 0.29 0.32 0.33 0.44 0.33 0.31 0.38 0.34
Net Realized and Unrealized Gain (Loss)
on Investments 4.37 (0.04) 1.87 0.90 2.95 (0.73) 2.61 1.47 (0.17) 1.24
-----------------------------------------------------------------------------------
Total from Investment Operations 4.74 0.28 2.16 1.22 3.29 (0.29) 2.94 1.77 0.21 1.58
Distributions
Distributions from Net
Investment Income (.37) (0.32) (0.29) (0.32) (0.34) (0.44) 0.38) (0.33) (0.50) (0.82)
Distributions from Realized
Capital Gains (1.23) (0.40) (1.85) (0.62) (0.49) (0.66) 0.58) (0.03) (0.84) (1.15)
----------------------------------------------------------------------------------
Total Distributions (1.60) (0.73) (2.14) (0.94) (0.83) (1.10) (0.96) (0.36) (1.44) (1.97)
-------------------------------------------------------------------------------------
Net Asset Value, End of Period $18.20 $15.06 $15.51 $15.49 $15.21 $12.75 $14.13 $12.15 $10.74 $11.97
================================================================================================================================
Total Return 31.75% 1.42% 13.77% 7.66% 25.66% -1.98% 24.37% 16.62% 1.33% 13.53%
================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period
(000s Omitted) $102,138 $48,913 $32,468 $24,382 $17,101 $9,258 $7,932 $5,337 $4,342 $3,664
Ratio of Expenses to Average Net
Assets* 0.65% 0.65% 0.65% 0.65% 0.65% 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% 3.33% 2.83% 2.75% 3.34% 3.22%
Portfolio Turnover Rate 57.80% 45.36% 56.79% 29.67% 27.90% 32.02% 35.55% 26.22% 21.95% 51.66%
Average Commission Rate $0.06
================================================================================================================================
<FN>
*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>
Growth and Income Stock Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- -----------------------------------------------
Amount Charged $491,168 $281,760 $210,141 $151,195 $90,028 $64,759 $54,773 $53,742 $50,913 $39,053
Ratio of Expenses to
Average Net Assets 0.69% 0.70% 0.73% 0.74% 0.74% 0.77% 0.84% 1.10% 1.10% 1.21%
Ratio of Net Investment
Income to Average Net Assets 2.23% 2.14% 1.76% 2.02% 2.49% 3.21% 2.64% 2.30% 2.89% 2.67%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
---------------------------------------------------- BALANCED FUND ---------------------------------
(For a share outstanding throughout
the period): 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period 12.90 $13.70 $13.54 $13.44 $12.11 $12.59 $11.47 $10.98 $11.50 $12.14
Income from Investment Operations
Net Investment Income .55 0.52 0.50 0.55 0.62 0.74 0.61 0.60 0.55 0.44
Net Realized and Unrealized Gain
(Loss) on Investments 2.29 (0.56) 0.95 0.40 1.56 (0.29) 1.42 0.57 0.10 0.95
-----------------------------------------------------------------------------------
Total from Investment Operations 2.84 (0.04) 1.45 0.95 2.18 .46 2.03 1.18 0.65 1.39
Distributions
Distributions from Net
Investment Income (.55) (0.51) (0.50) (0.55) (0.63) (0.74) (0.71) (0.68) (0.74) (1.13)
Distributions from Realized
Capital Gains (.56) (0.25) (0.79) (0.30) (0.22) (0.20) (0.20) 0.00 (0.38) (0.91)
----------------------------------------------------------------------------------
Total Distributions (1.11) (0.76) (1.29) (0.85) (0.85) (0.94) (0.91) (0.68) (1.17) (2.03)
-------------------------------------------------------------------------------------
Net Asset Value, End of Period $14.63 $12.90 $13.70 $13.54 $13.44 $12.11 $12.59 $11.47 $10.98 $11.50
==============================================================================================================================
Total Return 22.27% -0.46% 10.47% 6.85% 18.53% 3.75% 18.03% 10.87% 5.58% 12.37%
==============================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period
(000s Omitted) $110,969 $67,468 $54,363 $41,604 $29,539 $19,964 $15,416 $10,271 $7,563 $4,416
Ratio of Expenses to Average
Net Assets* 0.65% 0.65% 0.65% 0.65% 0.65% 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% 6.23% 5.97% 6.02% 5.85% 5.12%
Portfolio Turnover Rate 36.68% 28.53% 28.71% 19.23% 13.26% 27.07% 30.64% 11.35% 20.18% 64.42%
Average Commission Rate $0.06
==============================================================================================================================
<FN>
*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>
Balanced Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- -----------------------------------------------
Amount Charged 598,507 $417,750 $362,284 $254,326 $172,438 $132,028 $102,858 $81,246 $59,847 $40,031
Ratio of Expenses to
Average Net Assets 0.68% 0.70% 0.74% 0.72% 0.71% 0.74% 0.82% 0.91% 0.93% 1.21%
Ratio of Net Investment
Income to Average Net Assets 4.00% 3.95% 3.53% 4.03% 4.92% 6.14% 5.79% 5.77% 5.57% 4.56%
</TABLE>
<TABLE>
<CAPTION>
BOND FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
--------------------------------------------- BOND FUND ------------------------------------
(For a share outstanding throughout
the period): 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $9.67 $10.58 $10.32 $10.37 $9.75 $9.93 $9.70 $9.79 $10.47 $11.88
Income from Investment Operations
Net Investment Income .60 0.59 0.64 0.69 0.77 0.89 0.87 0.80 0.76 0.80
Net Realized and Unrealized Gain
(Loss)on Investments .96 (0.90) 0.28 (0.03) 0.62 (0.18) 0.23 (0.03) (0.46) 0.41
Total from Investment Operations 1.56 (0.31) 0.92 0.66 1.39 0.71 1.11 0.77 0.30 1.21
-----------------------------------------------------------------------------------
Distributions
Distributions from Net
Investment Income (.59) (0.59) (0.65) (0.70) (0.77) (0.89) (0.88) (0.86) (0.98) (1.64)
Distributions from Realized
Capital Gains (.01) (0.01) (0.01) (0.01) 0.00 0.00 0.00 0.00 (0.00) (0.98)
----------------------------------------------------------------------------------
Total Distributions (.60) (0.60) (0.66) (0.71) (0.77) (0.89) (0.88) (0.86) (0.98) (2.61)
------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.63 $9.67 $10.58 $10.32 $10.37 $9.75 $9.93 $9.70 $9.79 $10.47
==============================================================================================================================
Total Return 16.37% -3.06% 8.87% 6.47% 4.70% 7.41% 11.74% 8.05% 3.06% 11.51%
==============================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period
(000s Omitted) $13,725 $7,867 $6,297 $5,244 $3,975 $3,399 $3,315 $3,401 $3,029 $2,680
Ratio of Expenses to Average
Net Assets* 0.65% 0.65% 0.65% 0.65% 0.65% 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% 8.87% 8.63% 8.50% 8.20% 8.04%
Portfolio Turnover Rate 14.74% 11.97% 12.23% 13.58% 8.74% 46.09% 24.47% 4.31% 26.23% 75.34%
===============================================================================================================================
<FN>
*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>
Bond Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- -----------------------------------------------
Amount Charged $70,290 $48,651 $44,293 $33,269 $27,311 $25,651 $28,139 $43,266 $41,968 $35,927
Ratio of Expenses to
Average Net Assets 0.68% 0.70% 0.75% 0.75% 0.75% 0.77% 0.83% 1.31% 1.47% 1.41%
Ratio of Net Investment
Income to Average Net Assets 6.04% 5.98% 5.89% 6.74% 7.65% 8.75% 8.45% 7.84% 7.39% 7.28%
</TABLE>
<TABLE>
<CAPTION>
MONEY MARKET FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
------------------------------ MONEY MARKET FUND ------------------------------------------
(For a share outstanding throughout the
period): 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $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 0.08 0.08 0.07 0.06 0.06
Net Realized and Unrealized Gain
(Loss) on Investments 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------
Total from Investment Operations 0.05 0.03 0.03 0.03 0.05 0.08 0.08 0.07 0.06 0.06
Distributions
Distributions from Net Investment
Income (0.05) (0.03) (0.03) (0.03) (0.05) (0.08) (0.08) (0.07) (0.06) (0.06)
Distributions from Realized
Capital Gains (0.00) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-----------------------------------------------------------------------------------------
Total Distributions (0.05) (0.03) (0.03) (0.03) (0.05) (0.08) (0.08) (0.07) 0.06 0.06
-----------------------------------------------------------------------------------------
Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
==================================================================================================================================
Total Return 5.21% 3.34% 2.86% 3.05% 5.36% 7.53% 8.39% 6.91% 6.14% 6.20%
==================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period
(000s Omitted) $11,374 $ 7,799 $4,749 $5,097 $5,082 $4,794 $4,420 $2,541 $2,341 $2,268
Ratio of Expenses to Average
Net Assets* 0.65% 0.65% 0.65% 0.65% 0.65% 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% 7.53% 8.39% 6.91% 6.14% 6.20%
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>
*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>
Money Market Fund 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- -----------------------------------------------
Amount Charged $70,062 $44,391 $44,836 $39,068 $38,030 $34,514 $28,647 $37,340 $39,358 $34,946
Ratio of Expenses to
Average Net Assets 0.73% 0.78% 0.77% 0.75% 0.73% 0.77% 0.87% 1.49% 1.68% 1.48%
Ratio of Net Investment
Income to Average Net Assets 5.09% 3.53% 2.31% 2.96% 5.29% 7.42% 8.17% 6.07% 5.11% 5.37%
</TABLE>
<TABLE>
<CAPTION>
TREASURY 2000 FUND OF ULTRA SERIES FUND
Financial Highlights
Years Ended December 31
------------------------------------------------- TREASURY 2000 FUND -------------------
(For a share outstanding throughout the period) 1995 1994 1993 1992 1991 1990 1989 1988
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $7.00 $7.53 $6.53 $6.04 $5.02 $4.69 $3.85 $3.62
---------------------------------------------------------------------
Income from Investment Operations
Net Investment Income 0.58 0.53 0.48 0.45 0.41 0.38 0.34 0.14
Net Realized and Unrealized Gain (Loss)
on Investments 0.89 (1.06) 0.52 0.04 0.61 (0.05) 0.50 0.09
---------------------------------------------------------------------
Total from Investment Operations 1.47 (0.53) 1.00 0.49 1.02 0.33 0.84 0.23
---------------------------------------------------------------------
Distributions
Distributions from Net Investment Income 0.00 0.00 0.00 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 0.00 0.00 0.00
------------------------------------------------------------------
Total Distributions 0.00 0.00 0.00 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 $5.02 $4.69 $3.85
======================================================================================================================
Total Return 20.99% -7.12% 15.43% 8.01% 20.37% 7.12% 21.79% 6.28%
======================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $1,545 $1,272 $1,363 $1,176 $1,084 $987 $834 $681
Ratio of Expenses to Average Net Assets 0.45% 0.45% 0.45% 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% 8.25% 8.02% 8.70%
Portfolio Turnover Rate -- -- -- -- -- -- -- --
======================================================================================================================
</TABLE>
<PAGE>
THE ULTRA SERIES FUND
The Ultra Series Fund is a diversified, open-end management investment company
established as a Massachusetts Business Trust under a Declaration of Trust dated
September 16, 1983. The Ultra Series Fund is a series fund with six investment
portfolios, each of which is, in effect, a separate mutual fund. The Ultra
Series Fund issues a separate class (or series) of shares of beneficial interest
for each fund representing fractional undivided interests in that fund. An
investor in a fund is entitled to a pro-rata share of all dividends and
distributions arising from the net income and capital gains on the investments
of that fund. An investor also shares in any losses of that fund. The six funds
within the Ultra Series Fund are: Capital Appreciation Stock, Growth and Income
Stock, Balanced, Bond, Money Market, and Treasury 2000. In the future, the
number of funds may change. The Declaration of Trust permits the Ultra Series
Fund to issue an unlimited number of shares of each class.
The Ultra Series Fund currently offers its shares to separate accounts of
Century Life of America (the "Company") as funding vehicles for certain
individual variable annuity contracts, group variable annuity contracts and
individual variable life insurance contracts. The Company's separate accounts
supporting individual variable annuity and variable life insurance contracts are
each, like the Ultra Series Fund, registered as investment companies with the
Securities and Exchange Commission ("SEC"), and a separate prospectus, which
accompanies this Prospectus, describes each such separate account and its
related contract. The Company's separate account supporting group variable
annuity contracts is not an investment company and is not registered with the
SEC nor are interests in the separate account registered as securities under the
federal securities laws. The Ultra Series Fund does not offer its shares
directly to the general public.
Because shares of the Ultra Series Fund are sold to the Company's separate
accounts to fund individual and group variable annuity contracts as well as
individual variable life insurance contracts, it is possible that material
conflicts could arise between the interest of variable annuity contract owners
(or participants under group variable annuity contracts) and variable life
insurance contract owners, or between the interests of individual variable
annuity contract owners and participants under group variable annuity contracts.
Such material conflicts could include, for example, differences in federal tax
treatment of variable annuity contracts versus variable life insurance
contracts. The Ultra Series Fund does not currently foresee any disadvantage to
one category of investors vis-a-vis another arising from the fact that the
fund's shares support different types of variable insurance contracts. However,
the Ultra Series Fund's Board of Trustees will continuously monitor events to
identify any potential material conflicts that may arise between the interests
of different categories of investors and to determine what action, if any,
should be taken to resolve such conflicts. Such action may include redeeming
shares of the Ultra Series Fund held by one or more of the separate accounts
involved in any material irreconcilable conflict.
INVESTMENT OBJECTIVES AND POLICIES
Each fund has a different investment objective which it pursues through separate
investment policies as described below. Differences in objectives and policies
among the funds affects the degree of market and financial risk to which each
fund is subject and the total return each fund receives. Each fund has an
investment objective which may not be changed without the approval of the
holders of a majority of the outstanding shares of that fund. There can be no
guarantee that the investment objectives of any fund will be met. The
descriptions below are brief. More detailed information is contained in the
Statement of Additional Information available without charge from the address
shown on the first page of this Prospectus.
Capital Appreciation Stock
The primary investment objective of the Capital Appreciation Stock fund is
long-term capital growth. Due to its more aggressive focus on capital growth and
lack of emphasis on current income, this fund will probably experience greater
variability of returns over time than the Growth and Income Stock fund. A
characteristic common to most stocks owned will be an attractive valuation
relative to the expected level and certainty of the issuing company's future
earnings. Relative to the Growth and Income Stock fund, the Capital Appreciation
Stock fund will include some smaller, less developed issuers and some companies
undergoing more significant fundamental changes in their markets or operations.
The fund will diversify its holdings among various industries and among
companies within those industries but will often be less diversified than the
Growth and Income Stock fund. The combination of these factors introduces
greater investment risk than the Growth and Income Stock fund, but can also
provide higher long-term returns than the returns typically available from less
variable investments. When, in the opinion of management, current cash needs or
market or economic conditions warrant, the fund may maintain a portion of its
assets in cash or cash equivalents of the types permitted for the Money Market
fund.
The fund's investments are subject to fluctuation in market value which may
result in loss of principal.
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page [ ] and
Borrowing on page [ ].) Also, the fund may lend portfolio securities, invest in
restricted securities, invest in foreign securities, invest in put and call
options, stock index futures and related options. The fund has not employed
those practices in the past year and has no current intention of employing them
in the foreseeable future. The practices are described in the Statement of
Additional Information.
Growth and Income Stock
The primary investment objective of the Growth and Income Stock fund is
long-term capital growth, with income as a secondary consideration. The fund
will focus on stocks of companies with financial and market strength and a
long-term record of performance. Primarily through ownership of a diversified
portfolio of common stocks and securities convertible into common stocks, the
fund will seek a rate of return in excess of returns typically available from
less variable investment alternatives. A characteristic common to most stocks
owned will be an attractive valuation relative to the issuing company's apparent
strength and earnings capability. The fund will diversify its holdings among
various industries and among companies within those industries. When, in the
opinion of management, current cash needs or market or economic conditions
warrant, the fund may maintain a portion of its assets in cash or cash
equivalents of the types permitted for the Money Market fund.
The fund's investments are subject to fluctuation in market value which may
result in loss of principal.
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page[ ] and
Borrowing on page [ ] .) Also, the fund may lend portfolio securities, invest in
restricted securities, invest in foreign securities, and invest in put and call
options, stock index futures and related options. The fund has not employed
those practices in the past year and has no current intention of employing them
in the foreseeable future. The practices are described in the Statement of
Additional Information.
Balanced
The investment objective of the Balanced fund is to achieve a high total return
through the combination of income and capital appreciation. Total returns are
expected to be less variable than those of the Capital Appreciation Stock fund
and the Growth and Income Stock fund but more variable than the Bond fund. The
Balanced fund invests in a broadly diversified list of securities including
common stocks, bonds and money market instruments. The percentage of assets
invested in equity securities, fixed income securities and money market
instruments may vary somewhat depending upon management's judgment of the
relative attractiveness of each sector and anticipated cash needs of the fund.
Generally, however, common stock will constitute 60% to 40% of fund's assets,
bonds will constitute 40% to 60% of fund's assets and money market instruments
may constitute up to 20% of fund's assets. (See Money Market fund for
description of money market instruments; see Bond fund for description of bonds;
see Capital Appreciation Stock fund and Growth and Income Stock fund for
description of equity securities.)
The fund's investments are subject to fluctuation in market value which may
result in loss of principal. Debt securities invested in by the fund will be
affected by general changes in interest rates, resulting in increases or
decreases in the value of these securities. Market prices of debt securities
tend to rise when interest rates fall, and fall when interest rates rise.
Issuers of debt securities may not be able to meet their interest or principal
payment obligations when due. The ability of the portfolio to realize interest
under repurchase agreements and pursuant to loans of the fund's securities is
dependent on the ability of the seller or borrower, as the case may be, to
perform its obligations to the fund.
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page and
Borrowing on page .) Also, the fund may lend portfolio securities, invest in
restricted securities, invest in foreign securities, invest in put and call
options, financial futures, stock index futures and related options. The fund
has not employed those practices in the past year and has no current intention
of employing them in the foreseeable future. The practices are described in the
Statement of Additional Information.
Bond
The primary investment objective of the Bond fund is to generate 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. To keep current income relatively stable and to
limit unit value volatility, the portfolio will emphasize investment grade,
primarily intermediate term securities. Pursuit of these objectives can be
expected to result over time in a lower average return than in the Capital
Appreciation Stock fund, Growth and Income Stock fund or Balanced fund. The
assets of the fund may also be held in cash or temporarily invested in
short-term investments when, in the opinion of management, current liquidity
needs or market or economic conditions warrant. The fund may invest in the
following instruments:
Corporate Debt Securities: Issued by domestic and foreign corporations
which have a rating within the four highest categories as determined by
Standard & Poor's Corporation and/or Moody's Investors Service, Inc.
The ratings are described in the Statement of Additional Information;
U.S. Government Debt Securities: Issued or guaranteed by the U.S.
Government or its agencies or instrumentalities (see Money Market fund
for a description of U.S. Government securities);
Foreign Government Debt Securities: Issued or guaranteed by a foreign
government or its agencies or instrumentalities, payable in U.S.
dollars, which have a rating within the four highest categories as
established by Standard & Poor's Corporation and/or Moody's Investors
Service, Inc.;
Other Issuer Debt Securities: Issued or guaranteed by corporations,
banking institutions, and others which, although not rated by a
national rating service, are considered by the Investment Adviser to
have an investment quality equivalent to the four highest categories as
determined by Standard and Poor's Corporation and/or Moody's Investors
Service, Inc.; or
Cash or Cash Equivalents: Of the types permitted for the Money Market
fund.
The Bond fund will be affected by general changes in interest rates resulting in
increases or decreases in the value of the fund's securities. Market prices of
debt securities tend to rise when interest rates fall and fall when interest
rates rise. Issuers of debt securities may not be able to meet their interest or
principal payment obligations when due. The ability of the fund to realize
interest under repurchase agreements and pursuant to loans of the fund's
securities is dependent on the ability of the seller or borrower, as the case
may be, to perform its obligation to the fund.
The Bond fund currently invests no more than 5% of its net assets in corporate
debt securities which are not in the four highest categories as rated by
Standard & Poor's Corporation or Moody's Investors Service, Inc.
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page and
Borrowing on page .) Also, the fund may lend portfolio securities, invest in
restricted securities, invest in foreign securities, invest in put and call
options, financial futures, and related options. The fund has not employed those
practices in the past year and has no current intention of employing them in the
foreseeable future. The practices are described in the Statement of Additional
Information.
Money Market
The investment objective of the Money Market fund is to seek the highest current
income available from money market instruments consistent with the preservation
of capital and liquidity. The fund will maintain a dollar weighted average
portfolio maturity which does not exceed 90 days. The fund will purchase
instruments maturing in twelve months or less from the date of purchase.
The fund will purchase instruments that meet one of the following quality
standards:
1. Government securities;
2. Securities that at the time of purchase are rated in the highest rating
category for short-term debt obligations by at least two nationally
recognized statistical rating organizations;
3. Securities that at the time of issuance were long-term securities but
that at the time of purchase have a remaining maturity of less than one
year and whose issuer has received with respect to a class of
short-term debt obligations (or any security within that class) that
now is comparable in priority and security with the security to be
purchased, the highest rating category for short-term debt obligations
from at least two nationally recognized statistical rating
organizations.
The fund may invest in the following instruments meeting the above maturity and
quality standards:
U.S. Government Obligations: U.S. Government securities include, but
are not limited to: direct obligations of the U.S. Treasury such as
U.S. Treasury bills, notes and bonds, and notes, bonds, and discount
notes of U.S. Government instrumentalities or agencies, such as the
Federal Land Bank, Bank for Cooperatives, Federal Intermediate Credit
Bank, Federal Home Loan Bank, Farmers Home Administration and Federal
National Mortgage Association. The fund may invest in securities issued
or guaranteed by any of the foregoing entities or by any other agency
or instrumentality established or sponsored by the U.S. Government.
Some obligations issued or guaranteed by government agencies or
instrumentalities of the U.S. Government are backed by the full faith
and credit of the U.S. Government, such as U.S. Treasury bills; others
are backed by the right of the issuer to borrow from the U.S. Treasury
or are backed by the credit of the agency or instrumentality issuing
the obligation. No assurance can be given that the U.S. Government
would provide financial support to U.S. Government-sponsored
instrumentalities because it is not obligated to do so.
Commercial Paper: Corporations issue these unsecured promissory notes
to finance their short-term credit needs.
Corporate Obligations: Corporations issue these bonds and notes to
finance long-term credit needs. The fund only invests in corporate
obligations which have a maturity when purchased of one year or less.
Bank Obligations: The fund may invest in the following obligations
issued by banks subject to regulation by the U.S. Government and having
total assets of $1 billion or more: certificates of deposit, time
deposits, bankers' acceptances. The fund may also invest in
certificates of deposit of savings institutions regulated by the U.S.
Government and having total assets of $1 billion or more. The fund may
invest in the securities of foreign branches of U.S. banks, such as
negotiable certificates of deposit ("Eurodollar CDs"), and may invest
in foreign securities. All such securities must be payable in U.S.
dollars. U.S. dollar denominated obligations of foreign branches of
U.S. banks and U.S. branches of foreign banks are not insured by the
Federal Deposit Insurance Corporation. (See Foreign Securities in the
Statement of Additional Information.)
Certificates of Deposit of Smaller Banks and Savings Institutions: The
fund may invest in certificates of deposit issued by banks and savings
institutions with total assets of less than $1 billion provided they
are fully insured in principal amount, but not as to interest, by the
Federal Deposit Insurance Corporation, or the National Credit Union
Share Insurance Fund. In determining whether and to what extent such
securities will be acquired by the fund, the Investment Adviser will
consider factors such as yield, availability of a resale market for
certificates of deposit of small institutions, and the effect
investments in these securities may have on the fund's overall
liquidity.
Although the fund seeks to maintain a Net Asset Value of $1 per share for
purposes of purchases and redemptions, there can be no assurance that the fund
will be able to maintain a stable Net Asset Value of $1 per share. The fund will
be affected by general changes in interest rates resulting in increases or
decreases in the value of the obligations held by the fund. The values of the
securities in the portfolio can be expected to vary inversely to the changes in
prevailing interest rates. Thus, if interest rates have increased from the time
a security was purchased, such security, if sold, might be sold at a price less
than its purchase cost. Similarly, if interest rates have declined from the time
a security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was held to
maturity, no loss or gain would normally be realized as a result of these
fluctuations. Redemptions of shares could require the sale of investments at a
time when such a sale might not otherwise be desirable. The ability of the other
party to the transaction to perform its obligations to the fund may determine
whether the fund will receive the principal invested and the interest due.
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page and
Borrowing on page .) Also, the fund may invest in foreign securities. The fund
has not employed this practice in the past year and has no current intention of
employing it in the foreseeable future. The practice is described in the
Statement of Additional Information.
Treasury 2000
The investment objective of the Treasury 2000 fund is to provide safety of
capital and a relatively predictable payout upon portfolio maturity, primarily
by investing in Stripped Treasury Securities. Stripped Treasury Securities
include U.S. Treasury debt obligations originally issued as bearer bonds which
have been stripped of their unmatured interest coupons, coupons which have been
stripped from U.S. Treasury bearer bonds, and receipts or certificates for
stripped U.S. Treasury debt obligations. Stripped Treasury Securities do not
receive any periodic payments of interest and are not subject to early
redemption. The Stripped Treasury Securities held by this fund mature on (have a
portfolio maturity date of) November 15, 2000.
Unlike most coupon-bearing bonds, Stripped Treasury Securities are sold at a
substantial discount from face value because the buyer of Stripped Treasury
Securities receives only the right to receive one future fixed payment on the
security and does not receive any rights to periodic interest payments on the
security. While Stripped Treasury Securities insulate shareholders from being
unable to invest interest payments received at a rate as high as the yield on
the original security, they also prevent investing the interest at a higher rate
should interest rates raise.
Because of their substantial discount, Stripped Treasury Securities are
particularly susceptible to wide fluctuations in value as interest rates
increase or decrease. The longer the term to maturity, the more susceptible they
will be to a given change in interest rate levels. Variable rates of inflation
and economic growth, together with the fiscal and monetary policies adopted to
attempt to deal with these and other economic problems, contribute to wide
fluctuations in interest rates (and thus in the value of fixed-rate debt
obligations like these). Although more volatile, Stripped Treasury Securities
avoid reinvestment risk on the increase in value of the security. Avoiding this
risk is an important factor in being able to achieve a relatively predictable
payout upon portfolio maturity.
In addition to Stripped Treasury Securities, the Treasury fund may invest in
coupon-bearing Treasury Notes with maturities identical to those of the Stripped
Treasury Securities held in the portfolio. The Treasury Notes may be purchased
to the extent necessary to maintain sufficient cash flow to pay the Adviser's
fees.
On or within 12 months prior to the portfolio maturity date, the securities will
be liquidated. (See Offer, Purchase and Redemption of Shares on page .) Current
expectations are that, once a Treasury fund has liquidated its portfolio,
additional Stripped Treasury Securities with a portfolio maturity date selected
at that time will be purchased and the fund will continue, with liquidation and
subsequent refunding occurring from time to time. Operation of the new portfolio
is expected to be consistent with the operation of the Treasury 2000 portfolio.
If, at the time of the Portfolio Maturity date for this fund, it appears not to
be in the best interest of the fund to purchase additional Stripped Treasury
Securities, the fund will distribute its assets.(See Offer, Purchase and
Redemption of Shares on page .)
Consistent with applicable regulatory requirements, the fund may enter into
repurchase agreements and borrow. (See Repurchase Agreements on page and
Borrowing on page .) Also, the fund may lend portfolio securities and invest in
financial futures and related options. The fund has not employed those practices
in the past year and has no current intention of employing them in the
foreseeable future. The practices are described in the Statement of Additional
Information.
INVESTMENT TECHNIQUES AND LIMITATIONS
Repurchase Agreements
Each fund may enter into repurchase agreements ("repos") with banks and dealers
in U.S. Government securities. Under a repurchase agreement, a fund may acquire
an underlying debt instrument for a relatively short period subject to an
obligation of the seller to repurchase and the fund to resell the instrument at
a fixed price and time, thereby determining the yield during the fund's holding
period. The yield during the holding period is insulated from market
fluctuations. The yield is not related to the interest rate on the underlying
securities. Under the Investment Company Act of 1940, repurchase agreements are
considered loans by the fund. The difference between the total amount to be
received upon the repurchase of the securities and the price paid by the fund
upon their acquisition is accrued daily as interest. If the institution defaults
on the repurchase agreement, the fund will retain possession of the underlying
securities. In the event of a default by an institution, the fund may incur
certain costs in liquidating the collateral, and could also incur a loss if the
proceeds realized upon sale of the underlying obligations are less than the
original purchase price. In addition, if bankruptcy proceedings are commenced
with respect to the seller, realization on the collateral may be delayed or
limited and the fund may incur additional costs. In such a case, the fund will
be subject to risks associated with changes in the market value of the
collateral securities. In order to limit the risks associated with entry into
repurchase agreements, the Trustees have adopted the following policies with
respect to repurchase agreements. The portfolios will enter into repurchase
agreements only (a) with the Ultra Series Fund's custodian bank, (b) with banks
(other than the custodian) having capital (and surplus) of at least $1 billion
or (c) with major brokerage firms which are among the 10 largest government
securities dealers and which have been approved by the Board of Trustees, upon
recommendation by the Ultra Series Fund's Investment Adviser. The fund will
obtain collateral in proper form having a market value of not less than 100% of
the repurchase price. Such collateral will be U.S. Government obligations as
defined under the section describing the Money Market fund.
Borrowing
Each fund may borrow money up to one-third of the value of its total assets
taken at market value, but only from banks as a temporary measure for
extraordinary or emergency purposes. This borrowing is not for investment
leverage.
MANAGEMENT OF THE ULTRA SERIES FUND
The Trustees
The overall responsibility for the supervision of the affairs of the Ultra
Series Fund vests in the Trustees. Century Investment Management Co. (the
"Investment Adviser" or "Adviser") has agreed to handle the day-to-day affairs
of the Ultra Series Fund. The Trustees meet periodically to review the affairs
of the Ultra Series Fund and to establish certain guidelines which the
Investment Adviser is expected to follow in implementing the investment
objectives and policies of the Ultra Series Fund.
Cost Savings
The Ultra Series Fund is expected to experience cost savings over the aggregate
amount that would be payable if each fund were a separate fund, although there
can be no assurance that such savings will be realized. The funds will share the
same Trustees, accountants, auditors, attorneys, and other general and
administrative expenses. General and administrative expenses will be allocated
on the basis of the size of the respective fund. Each fund will bear 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
funds and expenses related to defense of claims made solely against a specific
fund.
Century Life of America
Century Life of America is a mutual life insurance company organized under the
laws of Iowa, with its home office at 2000 Heritage Way, Waverly, Iowa 50677.
Century Life of America is the transfer agent and the dividend disbursing agent
for the Ultra Series Fund. Century Life of America owns a one-half interest in
Century Investment Management Co. (the "Investment Adviser"). On July 1, 1990,
Century Life of America entered into a permanent affiliation with the CUNA
Mutual Insurance Society, 5910 Mineral Point Road, Madison, Wisconsin 53705.
CUNA Mutual Investment Corporation, 5910 Mineral Point Road, Madison, Wisconsin
53705, is an investment subsidiary wholly owned by CUNA Mutual Insurance
Society. CUNA Mutual Investment Corporation owns a one-half interest in the
Investment Adviser. CUNA Mutual Investment Corporation is the sole owner of CUNA
Brokerage Services, Inc., the principal underwriter for the Ultra Series Fund.
Both Century Life of America and CUNA Mutual Insurance Society are mutual
insurance companies owned by their policyholders. In February 1996, the Board of
Directors of the Company recommended that the Company name be changed to CUNA
Mutual Life Insurance Company. The recommended name change will be voted on by
policyholders May 10, 1996. If approved, the new name will become effective no
later then January 1, 1997.
The Investment Adviser
Since the inception of the Ultra Series Fund, the Investment Adviser has been
Century Investment Management Co. (CIMCO). The Investment Adviser was
established July 6, 1982. It provides investment advice to the Ultra Series
Fund, pension funds, to Century Life of America and its subsidiaries and to CUNA
Mutual Insurance Society and its subsidiaries. The majority of the Board of
Directors of the Investment Adviser are independent of Century Life of America
and CUNA Mutual Insurance Society. The principal place of business of the
Investment Adviser is 5910 Mineral Point Road, Madison, WI 53705.
Lawrence R. Halverson, CFA (Chartered Financial Analyst), is primary portfolio
manager of the Balanced fund and co-manager of the Capital Appreciation Stock
fund, Growth and Income Stock fund, Bond fund, and Treasury 2000 fund. Since
December 1, 1987, he has been employed with the Investment Adviser and is now
Vice President and Secretary of the Ultra Series Fund, and Vice President and
Secretary of the Investment Adviser. Charles R. Gibbons, CFA, is manager of the
Capital Appreciation Stock fund and Growth and Income Stock fund, and co-manager
of the Balanced fund. He has been employed by the Investment Adviser since
January 1, 1992, and had been employed in the Investment Department of CUNA
Mutual Insurance Society for several years prior to that date. Joseph L. Gogola,
CFA, is manager of the Bond fund and Treasury 2000 fund and co-manager of the
Balanced fund. He has been employed by the Investment Adviser since January 1,
1992, and had been employed in the Investment Department of CUNA Mutual
Insurance Society for several years prior to that date. In addition to work on
behalf of the Ultra Series Fund, each manager performs advisory services for
other clients of the Investment Adviser.
The Investment Adviser, pursuant to an Investment Advisory Agreement, provides
investment advice and in general supervises the management and investment
program of the Ultra Series Fund. As full compensation for these services, the
Ultra Series Fund pays the Investment Adviser an investment advisory fee
computed at an annualized rate of 0.5% of the average value of the daily net
assets of the Capital Appreciation Stock fund, Growth and Income Stock fund,
Balanced fund, Bond fund and Money Market fund. In addition, the Adviser
provides all services, including but not limited to, investment advisory, legal,
accounting, mailing, printing, and custodial services to the Treasury 2000 fund.
As full compensation for these services, the Treasury 2000 fund will pay the
Adviser an investment advisory/administrative fee computed at an annualized rate
of .45% of the average value of the daily net assets of the Treasury 2000 fund.
Under the terms of a servicing agreement with Century Life of America, the
Investment Adviser purchases certain accounting, administrative, tax and other
services on behalf of the Ultra Series Fund and pays to Century Life of America
a portion of the investment advisory fees received from the Ultra Series Fund.
Under the terms of a Servicing Agreement with CUNA Mutual Insurance Society, the
Investment Adviser purchases on behalf of the Ultra Series Fund certain cash
management and investment administration services. As payment for those
services, the Adviser pays to CUNA Mutual Insurance Society a portion of the fee
the Investment Adviser receives from the Ultra Series Fund.
The Company, Century Life of America, has voluntarily agreed to absorb all
ordinary business expenses of the Capital Appreciation Stock, Growth and Income
Stock, Balanced, Bond and Money Market funds in excess of .65% of the average
daily net assets of those funds. Although the Company and the Ultra Series Fund
at some time in the future may reduce or eliminate the Company's voluntary
absorption of the Ultra Series Fund expenses, they have no intention to do so
within the next year. If the Company stopped absorbing the Ultra Series Fund
expenses in excess of .65% of average daily net assets, those expenses would be
borne by the Ultra Series Fund and the charges borne by shareholders might
increase.
Offer, Purchase and Redemption of Shares
Pursuant to a distribution agreement, CUNA Brokerage Services, Inc. serves as
principal underwriter for the Ultra Series Fund. CUNA Brokerage Services, Inc.
has its principal place of business at 5910 Mineral Point Road, Madison,
Wisconsin 53705.
Shares of the Ultra Series Fund are sold in a continuous offering and are
authorized to be offered to separate accounts of the Company to support
individual and group variable annuity contracts and variable life insurance
contracts. Net purchase payments under such contracts are placed in one of the
subaccounts of the separate accounts and assets of each such subaccount are
invested in a class of shares of the Ultra Series Fund corresponding to that
subaccount. The Company purchases and redeems shares of the Ultra Series Fund
for the separate accounts at net asset value without sales or redemption
charges.
On each day on which a fund's net asset value is calculated, the Company
transmits (on behalf of its separate accounts) to the Ultra Series Fund any
orders to purchase or redeem the various classes of shares based on purchase
payments, redemption (surrender) requests, and transfer requests from owners of
variable annuity or variable life insurance contract owners, annuitants and
beneficiaries that have been processed on that day. The Company purchases and
redeems shares of each class for its separate accounts at the appropriate fund's
net asset value per share calculated as of that same day.
Please refer to the separate prospectuses for individual variable annuity
contracts and variable life insurance contracts for a more detailed description
of the procedures whereby a contract owner, annuitant, or beneficiary under such
contracts may allocate his or her interest in a separate account to a subaccount
using one of the classes of shares of the Ultra Series Fund as an underlying
investment medium. Please refer to appropriate literature for employee benefit
plans for a more detailed description of the procedures whereby a plan
participant may allocate his or her interest in the plan to a subaccount using
one of the classes of shares of the Ultra Series Fund as an underlying
investment medium.
Treasury 2000 Fund Only: The Ultra Series Fund anticipates demand for shares in
the Treasury 2000 fund to decrease as the Portfolio Maturity date approaches.
Also, as the Maturity Date approaches, it may not be possible to purchase
additional Stripped Treasury Securities with a portfolio maturity date which is
the same as the Stripped Treasury Securities in the fund. Accordingly, the Ultra
Series Fund reserves the right to stop selling shares in the Treasury fund at
any time that the Trustees decide further sale of shares in the Treasury 2000
fund is not in the best interest of the fund. On or within 12 months prior to
maturity of the portfolio the securities will be liquidated, and the proceeds
(after deductions for accrued but unpaid fees, taxes and governmental and other
charges) will be automatically reinvested at the current Net Asset Value in the
Money Market fund, unless an owner of a variable contract directs otherwise. No
charge will be made for reinvestment of these proceeds. No later than 45 days
before the Portfolio Maturity Date, Century Life of America will mail to each
owner of a variable contract with an interest in the Treasury 2000 fund a Notice
of Impending Maturity. The notice will state that on the date the portfolio
matures, the proceeds allocable to each owner of a variable contract will be
automatically reinvested in the Money Market fund in accordance with the
procedures set out above. Proceeds will be reinvested in another fund if Century
Life of America receives a written request 5 days before portfolio maturity.
Distribution Plan: The Ultra Series Fund has adopted a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 under
which the Ultra Series Fund may bear certain expenses relating to the
distribution of shares. The Ultra Series Fund will not implement the Plan until
it has been specifically approved by the Securities and Exchange Commission (the
"Commission"). The Commission staff has indicated that investment companies
underlying variable life insurance separate accounts cannot implement a 12b-1
plan without an exemption from the Commission. The Ultra Series Fund has not
applied for such an exemption but may wish to do so in the future. Additional
information is given in the Statement of Additional Information.
GENERAL INFORMATION
Shareholder Rights
All shares of the Ultra Series Fund are owned by separate accounts of the
Company, Century Life of America. Pursuant to current interpretations of the
Investment Company Act of 1940, the Company will solicit voting instructions
with respect to any matters that are presented to a vote of shareholders. On any
matter submitted to a vote of shareholders, all shares of the Ultra Series Fund
then issued and outstanding and entitled to vote shall be voted in the aggregate
and not by class, except for matters concerning only a class. Certain matters
approved by a vote of all shareholders of the Ultra Series Fund may not be
binding on a fund whose shareholders have not approved such matter. This will
occur if the matter affects interests of that fund which are not identical with
the interests of all other funds such as change of investment policy, approval
of the Investment Adviser and failure by the holders of a majority of the
outstanding voting securities of the fund to approve the matter. The holders of
each share of stock of the Ultra Series Fund shall be entitled to one vote for
each full share and a fractional vote for each fractional share of stock. Shares
of one class may not bear the same economic relationship to the Ultra Series
Fund as another class.
The Ultra Series Fund is not required to hold annual meetings of shareholders
and does not plan to do so. The Trustees may call special meetings of
shareholders for action by shareholder vote as may be required by the Investment
Company Act of 1940 or the Declaration of Trust. The Trustees have the power to
alter the number and the terms of office of the Trustees, and may lengthen their
own terms or make their terms of unlimited duration and appoint their
successors, provided always at least a majority of the Trustees have been
elected by the shareholders of the Ultra Series Fund. The Declaration of Trust
provides that shareholders can remove Trustees by a vote of two-thirds of the
outstanding shares and the Declaration sets out procedures to be followed.
Inquiries
Any inquiries regarding the Ultra Series Fund should be directed to CUNA
Brokerage Services, Inc., Office of Supervisory Jurisdiction, 2000 Heritage Way,
Waverly, Iowa 50677, (800) 798-5500 or (319) 352-4090.
Dividends
All dividends (except those from the Treasury fund) are distributed to the
separate accounts for variable products of Century Life of America and then
automatically reinvested in the Ultra Series Fund shares. Dividends from the
Money Market fund will be declared daily and reinvested monthly in additional
full and fractional shares of the Money Market fund. Dividends of ordinary
income from the Capital Appreciation Stock, Growth and Income Stock, Balanced,
and Bond funds, will be declared and reinvested quarterly in additional full and
fractional shares, and dividends of capital gains from these funds will be
declared and reinvested at least annually in additional full and fractional
shares. In no event will capital gain dividends be declared and paid more
frequently than allowed under Commission rules. Annually, the Treasury 2000 fund
will declare a consent dividend for income tax purposes.
The Ultra Series Fund Performance
The Ultra Series Fund may distribute sales literature showing total return
performance. Total return calculations are based on historical results and are
not intended to indicate future performance. Total return will vary over time
depending on market conditions, assets owned and operating expenses. Information
about the performance of the fund is contained in the annual report to
shareholders which may be obtained without charge from the address shown on the
first page of this Prospectus.
Total return figures distributed by the Ultra Series Fund will show the change
in value of an investment in the Ultra Series Fund from the beginning of the
measuring period to the end of the measuring period. All dividends and capital
gains are assumed to be immediately reinvested. Average annual total return is
calculated by determining the growth or decline in value of a $1,000
hypothetical investment over a stated period and then calculating the annually
compounded percentage rate that would have produced the same ending value if the
rate of growth or decline in value had been constant during the entire period.
The actual rate of growth or decline varies over time, rather than being
constant, so actual year-to-year performance will be different from "average"
annual return. The Ultra Series Fund will show average annual total returns for
1, 5 and 10 year periods (or, if shorter, the period since inception) and may
show actual and average total returns for other periods. The Ultra Series Fund
may also show cumulative return, computed by dividing the value at the end of
the period by the value at the beginning of the period. Cumulative total return
may be shown either as a percentage change or as a dollar value. Performance
data may be shown in the form of graphs, charts, tables and numerical examples.
The Ultra Series Fund may also distribute sales literature showing yield figures
for its Money Market Series. Yield figures are based on historical earnings and
are not intended to indicate future performance. The yield of the Money Market
Series refers to the income generated by an investment in the fund over the
stated seven-day period. This income is then annualized, that is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 365-day period and is shown as a percentage of the investment.
The effective yield is calculated similarly but, when annualized, the income
earned is assumed to be reinvested or "compounded." The effective yield will be
slightly higher than the yield because of the effect of assumed reinvestment.
The Ultra Series Fund may distribute sales literature comparing its total
returns to standard industry measures, for example, the Dow Jones Industrial
Average, the Standard & Poor's 500 Stock Index, one or more of the Lehman Bond
Indexes, the Consumer Price Index, and data published by Lipper Analytical
Services, Morningstar, Inc., and Ibbotson Associates. The Dow Jones Industrial
Average (DJIA) is a market value-weighted, unmanaged index of 30 large
industrial stocks traded on the New York Stock Exchange. The Standard and Poor's
500 Stock Index (S&P 500) is an unmanaged, weighted index of 500 industrial,
transportation, utility and financial companies. The Lehman Bond Indexes
represent unmanaged groups of securities of various issuers and terms to
maturity which are representative of bond market performance. The Consumer Price
Index is a statistical measure of changes in the prices of goods and services
over time published by the U.S. Bureau of Labor Statistics. Lipper Analytical
Services and Morningstar, Inc. are independent services that monitor performance
of mutual funds and insurance company separate accounts. Lipper Performance
Summary Averages represent the average annual total return of all the funds
(within a specified investment category) that are covered by the Lipper
Analytical Services Variable Insurance Products Performance Analysis Service.
Ibbotson Associates annually updates "Stocks, Bonds, Bills and Inflation" (SBBI)
which compares historical investment returns and trends over specified periods.
To show how different types of investments have performed over time, a chart has
been included as Appendix A.
The volatility of each fund may be compared to the volatility of the relevant
market as a whole. "Beta" is a measure of the sensitivity of a particular asset
or a particular fund relative to the marketplace in which it is traded. The beta
of the market is 1.0 which serves as a benchmark to assess other assets
including the six funds within the Ultra Series Fund. Beta is a measure of the
degree to which the return on the asset or the fund moved relative to how the
return of the relevant market moved. A number that is both positive and less
than 1.0 means that the asset or fund moved in the same direction as the market
but to a smaller degree. In other words, a beta of less than 1.0 indicates less
volatility (less investment risk) than the market.
Standard deviation measures the volatility of actual periodic returns around a
trendline of average returns. For example, a portfolio that grew over a
five-year period at an average annual total return of 10% with a standard
deviation of 15% would be much more volatile (would involve more investment
risk) than a portfolio that grew at an average annual total return of 8% with a
standard deviation of 5%. The latter portfolio might meet the investment needs
of a risk averse investor better than the former portfolio.
Tax Status
The Ultra Series Fund intends to qualify as a "regulated investment company"
under Subchapter M of the Code. The Ultra Series Fund expects to distribute all
of its net investment income and net realized capital gains to its shareholders
(the separate accounts) to avoid imposition of a fund-level income or excise
tax. The Ultra Series Fund will inform its shareholders (the separate accounts)
of the amount and nature of all distributions. Each fund is treated as a
separate entity for federal income tax purposes, and therefore, the investments
and results of the funds are determined separately for purposes of determining
whether the Ultra Series Fund qualifies as a "regulated investment company" and
for purposes of determining net investment income or loss and net realized
capital gain or loss. Additional tax information appears in the Statement of
Additional Information.
The Ultra Series Fund shares are only offered to separate accounts of the
Company. Under the Code, no tax is imposed on an insurance company with respect
to income of a qualifying separate account properly allocable to the value of
eligible variable annuity or variable life insurance contracts. Please refer to
the appropriate tax disclosure in the prospectuses related to a separate account
and to its related variable annuity or variable life insurance contract for more
information on the taxation of life insurance companies, separate accounts, as
well as the tax treatment of variable annuity and variable life insurance
contracts and the holders thereof.
Each fund intends to comply with the diversification requirements of section
817(h) of the Code and the regulations thereunder. These requirements are in
addition to the diversification requirements imposed on each fund by Subchapter
M and the Investment Company Act of 1940. These requirements place certain
limitations on the assets of each separate account that may be invested in the
securities of a single issuer. Because section 817(h) and the regulations
thereunder treat each fund's assets as assets of the related separate account,
these limitations apply to each fund's assets that may be invested in the
securities of a single issuer. Failure of a fund to satisfy the section 817(h)
requirements would result in taxation of the separate accounts, the Company, the
variable annuity contracts and variable life insurance contracts, and tax
consequences to the holders thereof, other than as described in the respective
variable contract prospectuses.
Net Asset Value
Funds' shares are sold and redeemed at a price equal to the shares' Net Asset
Value with no sales or other charges. Net Asset Value is determined by adding
the total current values of each fund's securities, cash, receivables, and other
assets and then subtracting all liabilities. Net asset value per share is
calculated on each Valuation Day at the earlier of 3:00 p.m. Central Standard
Time or the close of the New York Stock Exchange. A Valuation Day is any day the
New York Stock Exchange is open for business, except that the Friday immediately
following Thanksgiving and the final scheduled work day preceding Christmas are
not Valuation Days, and the days immediately preceding or immediately following
New Year's Day and Independence Day when such days fall on Saturday or Sunday,
respectively, are not Valuation Days. Federal securities regulations will be
followed in case of an emergency which makes valuation extremely difficult, for
example, fire, blizzard or tornado.
Funds' shares will be purchased and redeemed at the Net Asset Value next
determined after receipt of a sales order or request for redemption. The Capital
Appreciation Stock, Growth and Income Stock, Balanced, Bond, and Treasury 2000
funds will value their assets based on market value if such a value can be
established. If not, a good faith determination will be made by or at the
direction of the Trustees. Short-term investments having maturities of 60 days
or less will be valued at amortized cost. The Money Market fund will value its
portfolio assets using the amortized cost method. This method is designed to
stabilize the Net Asset Value at $1.00 per share. More information about the
calculation of Net Asset Value is in the Statement of Additional Information.
<PAGE>
APPENDIX A
The chart depicts the growth of a dollar invested in common stocks, small
company stocks, long-term government bonds, Treasury bills and an index of
inflation over the period from the end of 1925 to the end of 1995. Results
assume reinvestment of dividends on stocks or coupons on bonds and no taxes.
Transaction costs are not accounted for except in the small stock index starting
in 1982. The chart was prepared to show changes in the market value of
securities, not returns on variable life and annuity contracts. The chart does
not reflect any of the charges made at the separate account level or at the
mutual fund level of a variable contract.
The chart shows how stocks, bonds and bills have performed in the past. The
chart illustrates the basic relationship between risk and return. Treasury bills
had the least investment risk and the lowest investment return. Stocks had the
most investment risk and the highest investment return. The common stock
performance shown is based on the Standard and Poor's 500 Stock Index, a
weighted index of industrial, financial, utility and transportation stocks. The
chart is a historical record of the past. It is not a projection of future
return.
At this place, the document shows a graphic representation of the information
set forth above.
ce: (C) Stocks, Bonds, Bills and Inflation 1996 YearbookTM, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved.
Part B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
ULTRA SERIES FUND
2000 Heritage Way
Waverly, Iowa 50677
(319) 352-4090
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE ULTRA SERIES FUND WHICH IS
REFERRED TO HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
SHOULD KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS, DATED MAY 1, 1996,
CALL OR WRITE CUNA BROKERAGE SERVICES, INC., OFFICE OF SUPERVISORY JURISDICTION,
2000 HERITAGE WAY, WAVERLY, IOWA 50677, (319) 352-4090, (800) 798-5500.
Date: May 1, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION....................................................
INVESTMENT PRACTICES...................................................
Lending Portfolio Securities..................................
Restricted Securities.........................................
Foreign Securities............................................
Put and Call Options..........................................
Financial Futures and Related Options.........................
Stock Index Futures and Related Options.......................
Bond Fund Practices...........................................
INVESTMENT LIMITATIONS.................................................
PORTFOLIO TURNOVER.....................................................
BELOW INVESTMENT GRADE CORPORATE DEBT SECURITIES.......................
MANAGEMENT OF THE FUND.................................................
Officers and Trustees.........................................
Trustees Compensation.........................................
Substantial Shareholders......................................
Beneficial Owners.............................................
THE INVESTMENT ADVISER.................................................
EXPENSES OF THE FUND...................................................
DISTRIBUTION PLAN AND AGREEMENT........................................
CUSTODIAN..............................................................
INDEPENDENT AUDITORS...................................................
BROKERAGE..............................................................
HOW SECURITIES ARE OFFERED.............................................
Distributor...................................................
Transfer Agent................................................
NET ASSET VALUE OF SHARES..............................................
Money Market Fund.............................................
Capital Appreciation Stock, Growth and
Income Stock, Balanced, Bond, and Treasury 2000 Funds.........
DIVIDENDS, DISTRIBUTIONS AND TAXES.....................................
Options and Futures Transactions..............................
Straddles.....................................................
CALCULATION OF YIELDS AND TOTAL RETURNS................................
Money Market Fund Yields......................................
Other Fund Yields.............................................
Average Annual Total Returns..................................
Other Total Returns...........................................
DESCRIPTION OF BOND RATINGS (AS PUBLISHED BY THE RATING SERVICES)......
DESCRIPTION OF COMMERCIAL PAPER RATINGS
(AS PUBLISHED BY THE RATING SERVICES).........................
FINANCIAL STATEMENTS...................................................
<PAGE>
GENERAL INFORMATION
The Ultra Series Fund is described in the Ultra Series Fund Prospectus. The
Ultra Series Fund is a series fund with six investment portfolios. The terms
"fund" or "series" will be used to describe each of the investment portfolios.
The term Ultra Series Fund will be used to describe the series fund as a whole.
The six funds within the Ultra Series Fund are: Capital Appreciation Stock,
Growth and Income Stock, Balanced, Bond, Money Market, and Treasury 2000. The
Ultra Series Fund was organized under the laws of the Commonwealth of
Massachusetts on September 16, 1983, and is a Massachusetts Business Trust.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Ultra Series Fund. The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Ultra Series Fund and
requires that notice of such disclaimer be given in each instrument entered into
or executed by the Ultra Series Fund. The Declaration of Trust provides for
indemnification out of the Ultra Series Fund property for any shareholder held
personally liable for the obligations of the Ultra Series Fund. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Ultra Series Fund itself would be unable
to meet its obligations.
INVESTMENT PRACTICES
The Ultra Series Fund Prospectus describes the investment objective and policies
of each of the six funds. The following information is provided for those
investors wishing to have more comprehensive information than that contained in
the Prospectus. Within the past year, no fund has employed any of the following
practices: lending of portfolio securities, investing in restricted securities,
investing in foreign securities, investing in options, financial futures, stock
index futures and related options. No fund has a current intention of employing
these practices in the foreseeable future. If they are used in the foreseeable
future, no more than 5% of a fund's net assets will be at risk.
If the Ultra Series Fund enters into futures contracts or call options thereon,
reverse repurchase agreements, firm commitment agreements or standby commitment
agreements, the Ultra Series Fund will obtain approval from the Board of
Trustees to establish a segregated account with the Custodian of the Ultra
Series Fund. The segregated account will hold liquid assets such as cash, U.S.
government assets and high grade debt obligations. The cash value of the
segregated account will be not less than the market value of the futures
contracts and call options thereon, reverse repurchase agreements, firm
commitment agreements and standby commitment agreements.
Lending Portfolio Securities
All funds, except the Money Market Fund, may lend portfolio securities. Such
loans will be made only in accordance with guidelines established by the
Trustees and on the request of broker-dealers or institutional investors deemed
qualified, and only when the borrower agrees to maintain cash or U.S. Treasury
bills as collateral with the fund equal at all times to at least 100% of the
value of the securities. The fund will continue to receive interest or dividends
on the securities loaned and will, at the same time, earn an agreed upon amount
of interest on the collateral which will be invested in readily marketable
short-term obligations of high quality. The fund will retain the right to call
the loaned securities and intends to call loaned voting securities if important
shareholder meetings are imminent. Such security loans will not be made if, as a
result, the aggregate of such loans exceeds 30% of the value of the fund's
assets. The fund may terminate such loans at any time. While there may be delays
in recovery of loaned securities or even a loss of rights in collateral supplied
should the borrower fail financially, loans will be made only to firms deemed by
the Investment Adviser to be in good standing and will not be made unless, in
the judgment of the Investment Adviser, the consideration to be earned from such
loans would justify the risk.
Restricted Securities
Each fund, except the Money Market and Treasury 2000 funds, may invest in
restricted securities. Securities regulations limit the sale of restricted
securities which have been acquired through private placement transactions,
directly from the issuer or from security holders, generally at higher yields or
on terms more favorable to investors than comparable publicly traded securities.
Privately placed securities are not readily marketable and ordinarily can be
sold only in privately negotiated transactions to a limited number of purchasers
or in public offerings made pursuant to an effective registration statement
under the Securities Act of 1933 or by obtaining an exemption therefrom. Private
or public sales of such securities by the fund may involve significant delays
and expense. Private sales require negotiations with one or more purchasers and
generally produce less favorable prices than the sale of comparable unrestricted
securities. Public sales generally involve the time and expense of preparing and
processing a registration statement under the Securities Act of 1933 and may
involve the payment of underwriting commissions; accordingly, the proceeds may
be less than the proceeds from the sale of securities of the same class which
are freely marketable. Restricted securities in each fund will be valued at fair
value as determined in good faith by or at the direction of the Trustees for
purposes of determining the fund's Net Asset Value. Such securities, when
possible, will be valued on a comparative basis to securities with similar
characteristics for which market prices are available.
Foreign Securities
All funds, except the Treasury fund, may invest in foreign securities.
Investment in foreign issuers involves investment risks that are different, in
some respects, from an investment in U.S. domestic issuers. Such risks may
include foreign political and economic developments. Publicly available
information concerning issuers located outside the United States may not be
comparable in scope or depth of analysis to that generally available for
publicly held U.S. issuers. Accounting and auditing practices and financial
reporting requirements may vary significantly from country to country and
generally are not comparable to those applicable to publicly held U.S.
corporations. In the event of default, debt obligations of foreign issuers may
be difficult to enforce. The Investment Adviser will make every effort to
analyze potential investments in foreign issuers on the same basis as the rating
services analyze domestic issuers but because public information is not always
comparable to that available on domestic issuers, this may not be possible.
Therefore, while the Investment Adviser will make every effort to select
investments in foreign securities on the same basis relative to quality and risk
as its investments in domestic securities, this may not always be possible. No
fund will invest more than 10% of the value of its assets in foreign securities.
Put and Call Options
All funds, except the Money Market fund, may engage in the purchase, sale and
writing of put and call options that are traded on U.S. exchanges and boards of
trade. A call option is a contract (generally having a duration of nine months
or less) pursuant to which the purchaser of the call option in return for a
premium paid, has the right to buy the security or instrument underlying the
option at a specified exercise price at any time during the term of the option.
The writer of the call option, who receives the premium, has the obligation,
upon exercise of the option, to deliver the underlying security or instrument
against payment of the exercise price during the option period. A put option is
a similar contract which gives the purchaser of the put option, in return for a
premium, the right to sell the underlying security or instrument at a specified
price during the term of the option. The writer of the put, who receives the
premium, has the obligation to buy the underlying security or instrument, upon
exercise, at the exercise price during the option period.
The writing of a call option is "covered" if the fund owns the underlying
security or instrument covered by the call or has an absolute and immediate
right to acquire that security or instrument without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities or instruments
held in its portfolio. The writing of a call option is also covered if the fund
holds a call on an equivalent amount of the same security or instrument as the
call written where the exercise price of the call held is equal to or less than
the exercise price of the call written or greater than the exercise price of the
call written if the difference is maintained by the fund in cash, U.S. Treasury
bills or other high grade short-term obligations in a segregated account with
its custodian. The writing of a put option is "covered" if the fund maintains
cash, U.S. Treasury bills or other high grade short-term obligations with a
value equal to the exercise price in a segregated account with its custodian, or
else holds a put on an equivalent amount of the same security or instrument as
the put written where the exercise price of the put held is equal to or greater
than the exercise price of the put written. The premium paid by the purchaser of
an option will reflect, among other things, the relationship of the exercise
price to the market price and volatility of the underlying security or
instrument, the remaining term of the option, supply and demand, and interest
rates.
If the writer of an option wishes to terminate his obligation, he may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same fund as the option previously written. The effect of the purchase is that
the writer's position will be canceled by the clearing corporation. However, a
writer may not effect a closing purchase transaction after it has been notified
of the exercise of an option. Likewise, an investor who is the holder of an
option may liquidate his position by effecting a "closing sale transaction."
This is accomplished by selling an option of the same fund as the option
previously purchased. There is no guarantee that either a closing purchase or a
closing sale transaction can be effected.
Effecting a closing transaction in the case of a written call option will permit
the fund to write another call option on the underlying security or instrument
with either a different exercise price or expiration date or both, or in the
case of a written put option will permit the fund to write another put option to
the extent that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities or instruments
subject to the option to be used for other fund investments. If the fund desires
to sell a particular security or instrument from its portfolio on which it has
written a call option, it will effect a closing transaction prior to or
concurrent with the sale of the security or instrument.
The fund may write put and call options only if they are covered, and the
options must remain covered so long as a fund is obligated as a writer.
An option position may be closed out only on an exchange or board of trade which
provides a secondary market for an option of the same fund. Although the fund
will generally purchase or write only those options for which there appears to
be an active secondary market, there is no assurance that a liquid secondary
market on an exchange or board of trade will exist for any particular option, or
at any particular time, and for some options no secondary market on an exchange
or board of trade may exist. In such event it might not be possible to effect
closing transactions in particular options, with the result that the fund would
have to exercise its options in order to realize any profit and would incur
brokerage commissions upon the exercise of call options and upon the subsequent
disposition of underlying securities or instruments acquired through the
exercise of call options or upon the purchase of underlying securities or
instruments for the exercise of put options. If the fund, as a covered call
option writer, is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security or instrument until
the option expires or it delivers the underlying security or instrument upon
exercise.
The use of put and call options is restricted to no more than twenty percent
(20%) of the net assets in the fund using such option.
Financial Futures and Related Options
The Balanced, Bond, and Treasury 2000 funds may engage in transactions in
financial futures contracts or related options, but only as a hedge against
changes resulting from market conditions in the values of securities held in the
fund's portfolio or which it intends to purchase and where the transactions are
economically appropriate to the reduction of risks inherent in the ongoing
management of the fund. A fund may not purchase or sell financial futures or
purchase related options if, immediately thereafter, more than one-third of its
net assets would be hedged. In addition, a fund may not purchase or sell
financial futures or purchase related options if, immediately thereafter, the
sum of the amount of margin deposits on the fund's existing futures positions
and premiums paid for related options would exceed five percent (5%) of the
market value of the fund's total assets.
Unlike when a fund purchases or sells a security, no price is paid or received
by the fund upon the purchase or sale of a futures contract. Initially, the fund
will be required to deposit with the custodian under the name of the futures
commission merchant an amount of cash or U.S. Treasury bills, known as initial
margin. The nature of initial margin in futures transactions is different from
that of margin in securities transactions in that a futures contract margin does
not involve the borrowing of funds by a customer to finance the transaction.
Rather, the initial margin is in the nature of a performance bond or a good
faith deposit on a contract which is returned to the fund upon termination of
the fund's contract assuming all contractual obligations have been satisfied.
Subsequent payments, called "variation margin," to or from the custodian will be
made on a daily basis as the price of the underlying securities or instruments
fluctuates making the long and short positions in the futures contract more or
less valuable, a process known as "mark to the market." At any time prior to
expiration of the futures contract, the fund may elect to close the position by
taking an opposite position which will operate to terminate the fund's position
in the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the fund, and the fund
realizes a loss or a gain.
There are several risks in connection with the use of financial futures as a
hedging device. One risk arises because of the imperfect correlation between
movements in the price of the futures contracts and movements in the price of
the securities or instruments which are the subject of the hedge. The price of
the futures contract may move more than or less than the price of the securities
or instruments being hedged. If the price of the futures contract moves less
than the price of the securities or instruments which are the subject of the
hedge, the hedge will not be fully effective but, if the price of the securities
or instruments being hedged has moved in an unfavorable direction, the fund
would be in a better position than if it had not hedged at all. If the price of
the securities being hedged has moved in a favorable direction, this advantage
will be partially offset by the futures. If the price of the futures contract
moves more than the price of the securities or instruments being hedged, the
fund will experience either a loss or a gain on the futures contract which will
not be completely offset by movements in the price of the securities or
instruments. To compensate for the imperfect correlation of movements in the
price of securities or instruments being hedged and movements in the price of
the futures contracts, the fund may buy or sell financial futures contracts in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the prices of such securities has been greater than the
historical volatility of the futures. Conversely, the fund may buy or sell fewer
financial futures contracts if the historical volatility of the price of the
securities being hedged is less than the historical volatility of the futures.
Successful use of financial futures is subject to the Investment Adviser's
ability to predict correctly movements in interest rates. For example, if the
fund is hedged against the possibility of a rise in interest rates, adversely
affecting the value of bonds held in its portfolio, and bond prices increase
instead, the fund will lose part or all of the benefit of the increased value of
its bonds which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. The fund may have to sell
securities at a time when it may be disadvantageous to do so.
Stock Index Futures and Related Options
The Capital Appreciation Stock, Growth and Income Stock, and the Balanced funds
may engage in transactions in stock index futures contracts or related options,
but only as a hedge against changes resulting from market conditions in the
values of securities held in the fund's portfolio or which the fund intends to
purchase and where the transactions are economically appropriate to the
reduction of risks inherent in the ongoing management of the fund. A fund may
not purchase or sell stock index futures or purchase related options if,
immediately thereafter, more than one-third of its net assets would be hedged.
In addition, a fund may not purchase or sell stock index futures or purchase
related options if, immediately thereafter, the sum of the amount of margin
deposits on the fund's existing futures positions and premiums paid for related
options would exceed five percent (5%) of the market value of total assets.
Unlike when a fund purchases or sells a security, no price is paid or received
by the fund upon the purchase or sale of a futures contract. Initially, the fund
will be required to deposit with the custodian under the name of the futures
commission merchant an amount of cash or U.S. Treasury bills known as initial
margin. The nature of initial margin in futures transactions is different from
that of margin in security transactions in that futures contract margin does not
involve the borrowing of funds by a customer to finance the transactions.
Rather, the initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the fund upon termination of the
futures contract assuming all contractual obligations have been satisfied.
Subsequent payments, called "variation margin," to or from the custodian, will
be made on a daily basis as the price of the underlying stock index fluctuates
making the long and short positions in the futures contract more or less
valuable, a process known as "mark to the market." At any time prior to
expiration of the futures contract, the fund may elect to close the position by
taking an opposite position which will operate to terminate the fund's position
in the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the fund, and the fund
realizes a loss or a gain.
There are several risks in connection with the use of stock index futures as a
hedging device. One risk arises because of the imperfect correlation between
movements in the price of the stock index future and movements in the price of
the securities which are the subject of the hedge. The price of the stock index
future may move more than or less than the price of the securities being hedged.
If the price of the stock index future moves less than the price of the
securities which are the subject of the hedge, the hedge will not be fully
effective but, if the price of the securities being hedged has moved in an
unfavorable direction, the fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
stock, the fund will experience either a loss or a gain on the futures contract
which will not be completely offset by movements in the price of the securities
which are the subject of the hedge. To compensate for the imperfect correlation
of movements in the price of securities being hedged and movements in the price
of the stock index futures, the fund may buy or sell stock index futures
contracts in a greater dollar amount than the dollar amount of securities being
hedged if the historical volatility of the prices of such securities has been
greater than the historical volatility of the index. Conversely, the fund may
buy or sell fewer stock index futures contracts if the historical volatility of
the price of the securities being hedged is less than the historical volatility
of the stock index.
Successful use of stock index futures is also subject to the Investment
Adviser's ability to predict correctly movements in the direction of the market.
For example, if the fund has hedged against the possibility of a decline in the
market adversely affecting stocks held in its portfolio and stock prices
increase instead, the fund will lose part or all of the benefit of the increased
value of its stocks which it has hedged because it will have offsetting losses
in its futures positions. In addition, in such situations, if the fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market.
The fund may have to sell securities at a time when it may be disadvantageous to
do so.
Compared to the use of stock index futures, the purchase of options on stock
index futures involves less potential risk because the maximum amount at risk is
the premium paid for the options (plus transaction costs). However, there may be
circumstances when the use of an option on a stock index future would result in
a loss when the use of a stock index future would not, such as when there is no
movement in the level of the index.
Bond Fund Practices
As stated in the Prospectus, the Bond fund will emphasize investment grade,
primarily intermediate term securities. If an investment grade security is
downgraded by the rating agencies or otherwise falls below the investment
quality standards stated in the Prospectus, management will retain that
instrument only if management believes it is in the best interest of the fund.
Management does not currently intend to invest more than five percent (5%) of
the net assets in corporate debt securities which are not in the four highest
ratings by Standard and Poor's Corporation or Moody's Investors Service, Inc.,
but, on occasion, the fund may do so. The fund may also invest in debt options,
interest rate futures contracts, and options on interest rate futures contracts.
The fund may utilize interest rate futures and options to manage the risk of
fluctuating interest rates. These instruments will be used to control risk or
obtain additional income and not with a view toward speculation. The fund will
invest only in futures and options which are traded on U.S. exchanges or boards
of trade.
In the fixed income securities market, purchases of some issues are occasionally
made under firm (forward) commitment agreements. Purchases of securities under
such agreements can involve risk of loss due to changes in the market rate of
interest between the commitment date and the settlement date. As a matter of
operating policy, the fund will not commit itself to forward commitment
agreements in an amount in excess of 25% of net assets and will not engage in
such agreements for leveraging purposes. For purposes of this limitation,
forward commitment agreements are defined as those agreements involving more
than five business days between the commitment date and the settlement date.
INVESTMENT LIMITATIONS
The Ultra Series Fund has adopted the following restrictions and policies
relating to the investment of assets and the activities of each fund. The
policies in this "Investment Limitation" section are fundamental and may not be
changed for a fund without the approval of the holders of a majority of the
outstanding voting shares of that fund (which for this purpose and under the
Investment Company Act of 1940 means the lesser of (i) sixty-seven percent (67%)
of the shares represented at a meeting at which more than fifty percent (50%) of
the outstanding shares are represented or (ii) more than fifty percent (50%) of
the outstanding shares). None of the funds within the Ultra Series Fund may:
1. Borrow money in excess of one-third of the value of its total assets
taken at market value (including the amount borrowed) and then only
from banks as a temporary measure for extraordinary or emergency
purposes. This borrowing provision is not for investment leverage, but
solely to facilitate management of a fund by enabling the fund to meet
redemption requests where the liquidation of an investment is deemed to
be inconvenient or disadvantageous. Monies used to pay interest on
borrowed funds will not be available for investment. A fund will not
make additional investments while it has borrowings outstanding.
2. Underwrite securities of other issuers, except that a fund may acquire
portfolio securities under circumstances where, if the securities are
later publicly offered or sold by the fund, it may be deemed to be an
underwriter for purposes of the Securities Act of 1933.
3. Invest over twenty-five percent (25%) of assets taken at its market
value in any one industry. Securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, or instruments secured
by these money market instruments, such as repurchase agreements, shall
not be considered investments in any one industry for purposes of these
rules. Telephone, gas, and electric utility industries shall be
considered separate industries.
4. Purchase or sell commodities, commodity contracts (except futures
contracts), foreign exchange or real estate, including interests in
real estate investment trusts whose securities are not readily
marketable or invest in oil, gas or other mineral development or
exploration programs. (This does not prohibit investment in the
securities of corporations which own interests in commodities, foreign
exchange, real estate or oil, gas or other mineral development or
exploration programs.)
5. Invest more than five percent (5%) of the value of the assets of a fund
in securities of any one issuer, except in the case of the securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
6. Invest in securities of a company for the purpose of exercising control
or management.
7. Invest in securities issued by any other registered investment
companies in excess of five percent (5%) of total assets, nor in excess
of three percent (3%) of the assets of the acquired investment company.
Not more than ten percent (10%) of total assets taken at market value
will be invested in such securities.
8. Purchase or sell real estate, except a fund may purchase securities
which are issued by companies which invest in real estate or interests
therein.
9. Issue senior securities as defined in the Investment Company Act of
1940, except insofar as a fund may be deemed to have issued a senior
security by reason of (a) entering into any repurchase agreement; (b)
borrowing money in accordance with restrictions described above; (c)
lending portfolio securities; (d) purchasing securities on a
when-issued or delayed delivery basis; or (e) accommodating short
sales. If the asset coverage falls below three hundred percent (300%),
when taking into account items (a) through (e), a fund may be required
to liquidate investments to be in compliance with the Investment
Company Act of 1940.
10. Lend portfolio securities in excess of thirty percent (30%) of the
value of its total assets. Any loans of portfolio securities will be
made according to guidelines established by the Trustees, including
maintenance of collateral of the borrower at least equal at all times
to the current market value of the securities loaned.
11. Invest in illiquid assets (which include repurchase agreements that do
not mature within seven (7) days, non-negotiable time deposits maturing
in over seven (7) days, restricted securities, and other securities for
which there is no ready market) in an amount in excess of ten percent
(10%) of the value of its total assets.
12. Make loans (the acquisition of bonds, debentures, notes and other
securities as permitted by the investment objectives of a fund shall
not be deemed to be the making of loans) except that a fund may
purchase securities subject to repurchase agreements under policies
established by the Trustees.
13. Invest in foreign securities in excess of ten percent (10%) of the
value of its total assets.
Except for the limitations on borrowing from banks, if the above percentage
restrictions are adhered to at the time of investment, a later increase or
decrease in such percentage resulting from a change in values of securities or
amount of net assets will not be considered a violation of any of the foregoing
restrictions.
The Money Market fund may not:
1. Write put and call options.
2. Purchase common stock or other equity securities.
3. Purchase securities on margin or sell short.
The Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond, and
Treasury 2000 funds may not purchase securities on margin or sell short.
However, each fund may obtain such short-term credits as may be necessary for
the clearance of transactions and may make margin payments in connection with
transactions in futures and related options as permitted by its investment
policies.
PORTFOLIO TURNOVER
1. While the Money Market fund is not subject to specific restrictions on
portfolio turnover, it generally does not seek profits by short-term
trading. However, it may dispose of a portfolio security prior to its
maturity where disposition seems advisable because of a revised credit
evaluation of the issuer or other considerations. Because money market
instruments have short maturities, the fund expects to have a high
portfolio turnover, but since brokerage commissions are not customarily
charged on money market instruments, a high turnover should not affect
Net Asset Value or net investment income.
2. The Capital Appreciation Stock, Growth and Income Stock, Balanced,
Bond, and Treasury 2000 funds will trade whenever, in management's
view, changes are appropriate to achieve the stated investment
objectives. Management does not anticipate that unusual portfolio
turnover will be required and intends to keep such turnover to a
minimum consistent with the objectives of each fund. Although
management makes no assurances, it is expected that the annual
portfolio turnover rate will be generally less than 100%. This would
mean that normally less than 100% of the securities held by the fund
would be replaced in any one year (excluding turnover of securities
having a maturity of one year or less). The portfolio turnover rate for
the fiscal year ended December 31, 1994, for each fund is as follows:
Capital Appreciation Stock, 65.81%; Growth and Income Stock, 45.36%;
Balanced, 28.53%; Bond, 11.97%; and Treasury 2000, 0.0%. The portfolio
turnover rate for the fiscal year ended December 31, 1995, for each
fund is as follows: Capital Appreciation Stock, 61.32%; Growth and
Income Stock, 57.8%; Balanced, 36.68%; Bond, 14.74%; and Treasury 2000.
0.0%.
BELOW INVESTMENT GRADE CORPORATE DEBT SECURITIES
Corporate debt securities which are not within the four highest ratings by
Standard & Poor's Corporation or Moody's Investors Services, Inc.
("non-investment grade bonds") may have speculative characteristics and adverse
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than higher grade
corporate debt securities.
Lower rated securities involve higher risks, in that they are especially subject
to adverse changes in general economic conditions and in the industries in which
the issuers are engaged, to changes in the financial condition of the issuers
and to price fluctuation in response to changes in interest rates. Accordingly,
the yield on lower rated debt securities will fluctuate over time. During
periods of economic downturn or rising interest rates, highly leveraged issuers
may experience financial stress which could adversely affect their ability to
make payments of principal and interest and increase the possibility of default.
In addition, noninvestment grade bonds may have a limited secondary market in
which to dispose of or from which to obtain valuations of these securities.
Therefore, any valuation of these securities may be more subjective than valuing
securities for which there is a more established secondary market. Also, adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and liquidity of these securities.
Achievement of the investment objective of a fund that invests in noninvestment
grade bonds may be more dependent on the Investment Adviser's credit analysis
than a fund which invests exclusively in investment-grade securities. While
ratings are, therefore, important in the securities selection process, the
Investment Adviser does not rely totally on ratings assigned to corporate debt
obligations by commercial rating firms. For more information about the
characteristics of the various bond ratings, see DESCRIPTION OF BOND RATINGS.
Subsequent to its purchase, a rating of an issue of debt securities may be
reduced below the minimum rating required for purchase. The Investment Adviser
will consider such an event when deciding whether a fund should continue to hold
that security. The funds are not required to dispose of securities after ratings
have dropped below such minimum rating.
<TABLE>
<CAPTION>
MANAGEMENT OF THE FUND
Officers and Trustees
<S> <C> <C>
Name and Address Position(s) Held with Fund Principal Occupation(s) For
the Past 5 Years
Michael S. Daubs President Century Investment Management Co.
5910 Mineral Point Road 1983 - Present President
Madison, WI 53705 1982 - Present
Century Life of America
Chief Investment Officer
1989 - Present
CUNA Mutual Insurance Society
Chief Investment Officer
1990 - Present
Lawrence R. Halverson Vice President Century Investment Management Co.
5910 Mineral Point Road 1987 - Present Vice President
Madison, WI 53705 Secretary 1987 - Present
1992 - Present Secretary
1992 - Present
Century Life of America
Vice President, Investments
1987 - 1991
CUNA Mutual Insurance Society
Vice President, Investments
1987 - 1991
Donald E. Heltner Vice President Century Investment Management Co.
5910 Mineral Point Road 1983 - Present Vice President
Madison, WI 53705 1982 - Present
Treasurer
1992 - Present
Century Life of America
Vice President, Private Placements
1975 - 1991
CUNA Mutual Insurance Society
Vice President, Private Placements
1990 - 1991
Robert M. Buckingham Chief Financial Officer and Century Life of America
2000 Heritage Way Assistant Secretary Vice President and Valuation Actuary
Waverly, IA 50677 1993-Present 1991-Present
Century Life of America
Assistant Vice President and Valuation
Actuary
1983-1991
Michael G. Joneson Chief Accounting Officer Century Life of America
2000 Heritage Way Treasurer and Assistant Vice President - Controller, Treasurer
Waverly, IA 50677 Secretary 1986-Present
1992-Present
Gwendolyn M. Boeke Trustee Evangelical Lutheran Church in America
2000 Heritage Way 1988 - Present Area Representative - Iowa
Waverly, IA 50677 1990 - Present
Alfred L. Disrud Trustee Planned Giving Services
2000 Heritage Way 1987 - Present Waverly, Iowa 50677
Waverly, IA 50677 Owner
1986 - Present
Kevin T. Lentz * Trustee Century Life of America
2000 Heritage Way 1993 - Present Chief Operating Officer
Waverly, IA 50677 1993 - Present
Century Life of America
Vice President, Individual Life & Health
1992 - 1993
CUNA Mutual Insurance Company
Vice President, Individual Life & Health
1992 - Present
Century Life of America
Vice President, Finance
1989 - 1992
Keith S. Noah Trustee Noah & Smith
2000 Heritage Way 1984 - Present Charles City, Iowa 50616
Waverly, IA 50677 Partner
1948 - Present
Thomas C. Watt Trustee Midwest Power Systems, Inc.
2000 Heritage Way 1986 - Present Waterloo, Iowa 50704
Waverly, IA 50677 Division Manager
1992 - Present
Iowa Public Service Company
Waterloo, Iowa 50704
Vice President - East District
1962 - 1992
<FN>
*An interested person within the meaning of the Investment Company Act of 1940.
</FN>
</TABLE>
Trustees Compensation
Aggregate Compensation
Names of Trustees From The Ultra Series Fund 1995
- ----------------- -------------------------------
Gwendolyn M. Boeke $2,000
Alfred L. Disrud $2,000
Arnold A. Fredrick* $1,000
Kevin T. Lentz** $ 0
Keith S. Noah $2,000
Thomas C. Watt $2,000
* Deceased June 27, 1995
** Uncompensated Interested Trustee
Trustees and officers of the Ultra Series Fund do not receive any benefits from
the Ultra Series Fund upon retirement nor does the fund accrue any expense for
pension or retirement benefits. The Trustees and officers of the Ultra Series
Fund do not currently serve as trustees or officers of any open-end management
investment company that is an affiliated person of the Ultra Series Fund or that
is managed by the Investment Adviser.
Substantial Shareholders
Century Life of America established the fund as an investment vehicle underlying
the separate accounts of Century Life which issue variable contracts. The
separate accounts are the only shareholders of the fund. Voting rights are
described in the Ultra Series Fund Prospectus in the "Shareholder Rights"
section.
Beneficial Owners
Except for Century Life of America's initial capital contribution, the
beneficial owners of the fund are policyowners and contract owners of Century
Life of America. As of March 31, 1996, the directors and officers as a group own
less than one percent (1%). In addition to its own beneficial interest in each
fund, Century holds legal title on behalf of the beneficiaries of employee
benefit plans held within separate accounts not registered pursuant to an
exemption from the registration provisions of the securities acts. As of March
31, 1996, the following persons had a beneficial interest exceeding five percent
(5%):
Fund Beneficial Owner Holdings Percentage of
Net Assets
Treasury 2000 Century Life of America $467,080.79 30.86%
2000 Heritage Way
Waverly, IA 50677
THE INVESTMENT ADVISER
The Investment Advisory Agreement ("Agreement") provides that the Investment
Adviser provide continuous professional investment management of the investments
of the Ultra Series Fund, including establishing an investment program complying
with the investment objectives, policies and restrictions of each fund. In
addition, the Adviser has agreed to provide, or arrange to have provided, all
services to the Treasury 2000 fund, including but not limited to legal and
accounting services, mailing and printing services, custodial and transfer agent
services, etc. The Investment Adviser is Century Investment Management Co.
Century Life of America and CUNA Mutual Investment Corporation each own a
one-half interest in the Investment Adviser. CUNA Mutual Insurance Society is
the sole owner of CUNA Mutual Investment Corporation. CUNA Mutual Investment
Corporation is the sole owner of CUNA Brokerage Services, Inc., the principal
underwriter. The Investment Adviser has servicing agreements with Century Life
of America and with CUNA Mutual Insurance Society. Century Life of America and
CUNA Mutual Insurance Society entered into a permanent affiliation July 1, 1990.
At the current time, all of the directors of Century Life are also directors of
CUNA Mutual and many of the senior executive officers of Century Life hold
similar positions with CUNA Mutual.
As full compensation for its services under the Investment Advisory Agreement,
the Ultra Series Fund will pay to the Investment Adviser an investment advisory
fee computed at an annualized rate of 0.5% of the average value of the daily net
assets of the Capital Appreciation Stock, Growth and Income Stock, Balanced,
Bond, and Money Market funds, and an investment advisory/administrative fee
computed at an annualized rate of .45% of the average value of the daily net
assets of the Treasury 2000 fund. The total fee paid to the Investment Adviser
during the year ended December 31, 1993, was $450,212. The fees were allocated
to the funds as follows: $142,729 to Growth and Income, $243,015 to Balanced,
$29,637 to Bond, $28,965 to Money Market, and $5,866 to Treasury 2000. The total
fee paid to the Investment Adviser during the year ended December 31, 1994, was
$594,112. The fees were allocated to the funds as follows: $199,911 to Growth
and Income Stock, $24,864 to Capital Appreciation, $300,282 to Balanced, $34,590
to Bond, $28,639 to Money Market, and $5,826 to Treasury 2000. The total fee
paid to the Investment Adviser during the year ended December 31, 1995, was
$998,220. The fees were allocated to the funds as follows: $102,598 to Capital
Appreciation Stock, $355,655 to Growth and Income Stock, $434,607 to Balanced,
$51,014 to Bond, $47,967 to Money Market, and $6,379 to Treasury 2000.
The Investment Adviser makes the investment decisions and is responsible for the
investment and reinvestment of assets; performs research, statistical analysis,
and continuous supervision of the fund's investment portfolio; furnishes office
space for the Ultra Series Fund; provides the Ultra Series Fund with such
accounting data concerning the investment activities of the Ultra Series Fund as
is required to be prepared and files all periodic financial reports and returns
required to be filed with the Securities and Exchange Commission ("Commission")
and any other regulatory agency; continuously monitors compliance by the Ultra
Series Fund in its investment activities with the requirements of the Investment
Company Act of 1940 and the rules promulgated pursuant thereto; and renders to
the Ultra Series Fund such periodic and special reports as may be reasonably
requested with respect to matters relating to the duties of the Investment
Adviser.
Effective January 1, 1992, the Adviser contracted with Century Life of America
to perform some of these services on behalf of the Ultra Series Fund in return
for a portion of the investment advisory fee. In 1993, the Adviser paid $120,697
for those services. In 1994, the Adviser paid $129,311 for those services. In
1995, the Adviser paid $217,034 for those services. Effective July 17, 1993, the
Adviser contracted with CUNA Mutual Insurance Society to perform cash management
and investment accounting services on behalf of the Ultra Series Fund in return
for a portion of the investment advisory fee. In 1993, the Adviser paid $2,166
to CUNA Mutual for those services. In 1994, the Adviser paid $5,578 to CUNA
Mutual for those services. In 1995, the Adviser paid $9,487 to CUNA Mutual for
those services.
In the event that the ordinary business expenses of any fund for any fiscal year
should exceed 1.5% of that fund's average Net Asset Value taken at the close of
business on the last business day of each calendar month of the year, the
compensation due the Adviser for such fiscal year for such fund shall be reduced
by the amount of such excess. The Adviser's compensation shall be so reduced at
the time such compensation is payable at the end of each calendar month during
each fiscal year of the Ultra Series Fund. If such amount should exceed such
monthly compensation, the Adviser shall pay to that fund an amount sufficient to
make up the deficiency, subject to readjustment during the fiscal year of the
Ultra Series Fund. For purposes of this provision, all ordinary business
expenses of such fund shall exclude expenses incurred by the fund (1) for
interest and taxes; (2) for brokerage commissions; (3) as a result of litigation
in connection with a suit involving a claim for recovery by the funds; (4) as a
result of litigation involving a defense against a liability asserted against
the funds, provided that, if the Adviser made the decision or took the action
which resulted in such claim, it acted in good faith without negligence or
misconduct; and (5) any indemnification paid by the funds to its officers and
Trustees and the Adviser in accordance with applicable state and federal laws as
a result of such litigation. However, as long as the Company (Century Life of
America) agrees to absorb all ordinary business expenses of the Capital
Appreciation Stock, Growth and Income Stock, Balanced, Bond, and Money Market
funds in excess of .65% of the average value of the daily net assets of those
funds, it is unlikely that the Adviser will refund its compensation as described
in the preceding paragraph.
The Investment Advisory Agreement has been approved by the beneficial owners of
the Ultra Series Fund and by the Trustees of the Ultra Series Fund, including a
majority of Trustees who are not parties to the Agreement or interested persons
to any such party as defined in the Investment Company Act of 1940. The
Agreement, unless sooner terminated, shall continue until one year from the
effective date of the Agreement and thereafter shall continue automatically for
periods of one calendar year so long as such continuance is specifically
approved at least annually (a) by the vote of a majority of the shareholders of
the Ultra Series Fund or by a majority of the Trustees, and (b) by a vote of a
majority of those Trustees who are not parties to the Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval provided, the Agreement may be terminated by the Ultra
Series Fund at any time, without the payment of any penalty, by vote of a
majority of the Trustees or by a majority vote of a majority of the shareholders
on sixty (60) days written notice to the Ultra Series Fund. The Agreement will
terminate automatically in the event of its assignment.
The Agreement provides that the Investment Adviser shall not be liable to the
Ultra Series Fund or any shareholder for anything done or omitted by it, or for
any losses that may be sustained in the purchase, holding or sale of any
security, except for an act or omission involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed upon it by
the Agreement.
The directors and principal officers of the Investment Adviser are as follows:
Joyce A. Harris Director and Chair
James C. Hickman Director
Michael B. Kitchen Director
Michael S. Daubs President
George A. Nelson Director and Vice Chair
Lawrence R. Halverson Vice President and Secretary
Donald E. Heltner Vice President and Treasurer
Charles A. Knudsen Vice President
Daniel J. Larson Vice President
Thomas J. Merfeld Vice President
EXPENSES OF THE FUND
The Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond, and
Money Market funds are currently obligated to pay up to .65% of the average
value of their daily net assets toward the fund's ordinary business expenses, of
which .50% is the investment advisory fee paid to the Investment Adviser.
Currently, expenses which exceed .65% of the average value of daily net assets
of such fund are being absorbed by the Company. For the year ended December 31,
1995, the Company absorbed $96,817 of ordinary business expense. This expense
was allocated among the funds as follows: $22,806 was allocated to Capital
Appreciation Stock, $28,817 to the Growth and Income Stock, $33,518 to Balanced,
$3,971 to Bond, and $7,705 to Money Market.
For the year ended December 31, 1995, total expenses, as a percentage of average
net assets, less the amount paid by the Company, were:
Capital Appreciation Stock .65%
Growth and Income Stock .65%
Balanced .65%
Bond .65%
Money Market .65%
The Treasury 2000 fund is obligated to pay .45% of the average daily value of
its net assets (all of which is the investment advisory/administrative fee) to
the Investment Adviser to compensate the Adviser for its services. As part of
its services, the Adviser has agreed to provide, or arrange to have provided,
administrative services to the Treasury fund. Currently, the Company is
providing these services on behalf of the Adviser. Accordingly, all expenses in
excess of .45% of the average value of daily net assets are paid by the Company.
Because the Company is paying all expenses of the Treasury fund (other than the
advisory/administrative fee), the fund is obligated to pay only .45% of the
average daily value of its net assets (the amount of the advisory/administrative
fee) toward the ordinary business expenses of the fund. For the year ended
December 31, 1995, the fund's total expenses, as a percentage of average net
assets, were .45%.
DISTRIBUTION PLAN AND AGREEMENT
As noted in the Prospectus, the Board of Trustees has adopted a Distribution
Plan for the fund under Rule 12b-1 of the Investment Company Act of 1940 to
compensate the Distributor for certain services and to pay expenses of the Ultra
Series Fund incurred in connection with the offering of fund shares. The
Distributor and the Ultra Series Fund will not implement the Plan until it has
been specifically approved by the Securities and Exchange Commission.
The maximum amount of distribution expenses that can be incurred by the Ultra
Series Fund under the Plan is .20% of the average net assets of the Ultra Series
Fund, subject to the authority of the Board of Trustees to reduce the amount of
such payment or to suspend the Plan for such period or periods as they may
determine. Under the Plan and the Distribution Agreement, the Ultra Series Fund
may bear certain expenses relating to distribution such as printing of
prospectuses, sales materials, delivery costs (such as mailing and postage), and
payment to the Distributor of compensation for its services (including, but not
limited to, costs of maintaining a telephone line for the Ultra Series Fund,
commissions, and producing copies of records). Additionally, other entities such
as other brokers or dealers and their agents may be paid for selling or
arranging for Ultra Series Fund shares to be sold to other insurance companies.
On October 28, 1993, the Trustees approved a Distribution Agreement with CUNA
Brokerage Services, Inc. to take effect December 29, 1993. The Agreement was
last approved by the Board on January 25, 1996.
The Distribution Plan was initially approved on April 23, 1985, by the Board of
Trustees of the Ultra Series Fund, including all disinterested Trustees. The
Plan was approved by a majority of shareholders of the Ultra Series Fund on
September 28, 1988. The Plan continues in effect from year to year only so long
as such continuance is approved at least annually by the Trustees, including a
majority of the Trustees who are not interested, as defined by the Investment
Company Act of 1940, and who have no direct or indirect financial interest in
the operation of the Plan or agreements related to it. The Plan was last
approved by the Board of Trustees on January 25, 1996.
Any amendment which would materially increase the amount which the Ultra Series
Fund may expend under the Plan requires approval by holders of a majority of the
outstanding shares of the Ultra Series Fund. Any agreement related to the Plan
may be terminated at any time, upon sixty (60) days written notice to the other
party, by a vote of a majority of the disinterested Trustees, or by vote of a
majority of the Trust's outstanding voting securities. In the event of an
assignment, the Plan terminates automatically. As long as the Plan is in effect,
the selection and nomination of the disinterested Trustees of the fund are
committed to the discretion of the disinterested Trustees.
CUSTODIAN
Chase Manhattan Corporation (the surviving company of a merger of U.S. Trust
Company of New York into Chase Manhattan Corporation in 1995) is the custodian
for the securities and cash of the Ultra Series Fund. The custodian holds for
the Ultra Series Fund all securities and cash owned by the Ultra Series Fund,
and receives for the Ultra Series Fund all payments of income, payments of
principal or capital distributions with respect to securities owned by the Ultra
Series Fund. Also, the custodian receives payment for the shares issued by the
Ultra Series Fund. The custodian releases and delivers securities and cash upon
proper instructions from the Ultra Series Fund. Pursuant to and in furtherance
of the Custody Agreement, the Ultra Series Fund uses automated instructions and
a cash data entry system to transfer monies from the Ultra Series Fund's account
at Chase Manhattan Corporation.
INDEPENDENT AUDITORS
The financial statements have been included herein and elsewhere in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
Des Moines, Iowa, independent auditors, and upon the authority of said firm as
experts in accounting and auditing.
BROKERAGE
It is the policy of the Ultra Series Fund, in effecting transactions in
portfolio securities to seek best execution of orders at the most favorable
prices. The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations, including without limitation, the overall direct net economic
result (involving both price paid or received and any commissions and other
costs paid), the efficiency with which the transaction is effected, the ability
to effect the transaction at all where a large block is involved, the
availability of the broker to stand ready to execute potentially difficult
transactions in the future and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by management in
determining the overall reasonableness of brokerage commissions paid.
Subject to the foregoing, a factor in the selection of brokers is the receipt of
research services, analyses and reports concerning issuers, industries,
securities, economic factors and trends - and other statistical and factual
information. Any such research and other statistical and factual information
provided by brokers to the Ultra Series Fund or the Investment Adviser is
considered to be in addition to and not in lieu of services required to be
performed by the Investment Adviser under its contract with the Ultra Series
Fund. Research obtained on behalf of the Ultra Series Fund may be used by the
Investment Adviser in connection with other clients of the Investment Adviser.
Conversely, research received from placement of brokerage for other accounts may
be used by the Investment Adviser in managing investments of the Ultra Series
Fund. Therefore, the correlation of the cost of research to individual clients
of the Adviser, including the Ultra Series Fund, is indeterminable and cannot
practically be allocated among the Ultra Series Fund and the Investment
Adviser's other clients. Consistent with the above, the Ultra Series Fund may
effect principal transactions with a broker-dealer that furnishes brokerage
and/or research services, or designate any such broker-dealer to receive selling
commissions, discounts or other allowances, or otherwise deal with any
broker-dealer, in connection with the acquisition of securities in underwriting.
Accordingly, the net prices or commission rates charged by any such
broker-dealer may be greater than the amount another firm might charge if the
management of the Ultra Series Fund determines in good faith that the amount of
such net prices and commissions is reasonable in relation to the value of the
services and research information provided by such broker-dealer to the Ultra
Series Fund. For the year ended December 31, 1993, Growth and Income fund paid
$64,150.19 and Balanced fund paid $49,755.85 in brokerage fees. There were no
brokerage fees paid by Bond, Money Market, or Treasury 2000 funds in 1993. For
the year ended December 31, 1994, Capital Appreciation fund paid $22,779, Growth
and Income Stock fund paid $85,572 and Balanced fund paid $61,279 in brokerage
fees. There were no brokerage fees paid by Bond, Money Market, or Treasury 2000
funds in 1994. For the year ended December 31, 1995, Capital Appreciation Stock
fund paid $76,931, Growth and Income Stock fund paid $169,671, and Balanced fund
paid $100,693 in brokerage fees. No brokerage fees were paid by Bond, Money
Market, or Treasury 2000 funds in 1995.
The Ultra Series Fund expects that purchases and sales of money market
instruments usually will be principal transactions. Money market instruments are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. There usually will be no brokerage commissions paid
for such purchases. Purchases from underwriters will include the underwriting
commission or concession and purchases from dealers serving as market makers
will include the spread between the bid and asked price. Where transactions are
made in the over-the-counter market, the Ultra Series Fund will deal with the
primary market makers unless equal or more favorable prices are otherwise
obtainable.
Where advantageous, the Ultra Series Fund may participate with other clients of
the Investment Adviser in "bunching of trades" wherein one purchase or sole
transaction representing several different client accounts is placed with a
broker. The Investment Adviser has established various policies and procedures
that assure equitable treatment of all accounts.
The policy with respect to brokerage is and will be reviewed by the Trustees
from time to time. Because of the possibility of further regulatory developments
affecting the securities exchanges and brokerage practices generally, the
foregoing practices may be changed, modified or eliminated.
HOW SECURITIES ARE OFFERED
Distributor
As described in the Prospectus, shares are sold only to separate accounts of
Century Life of America at Net Asset Value. The Ultra Series Fund does not deal
directly with the public. Shares of the Ultra Series Fund are currently issued
and redeemed through CUNA Brokerage Services, Inc. (the Distributor), pursuant
to a Distribution Agreement between the Ultra Series Fund and the Distributor.
The principal place of business of CUNA Brokerage Services, Inc. is 5910 Mineral
Point Road, Madison, Wisconsin 53705. CUNA Brokerage Services, Inc. is owned by
CUNA Mutual Investment Corporation which in turn is owned by CUNA Mutual
Insurance Society. Century Life of America and CUNA Mutual Insurance Society
entered into an agreement of permanent affiliation on July 1, 1990. Shares of
the Ultra Series Fund are purchased and redeemed at Net Asset Value. The
Distribution Agreement provides that the Distributor will use its best efforts
to render services to the Ultra Series Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations, it will not be liable to the Ultra Series Fund or any shareholder
for any error of judgment or mistake of law or any act or omission or for any
losses sustained by the fund or its shareholders.
Transfer Agent
Century Life of America, an affiliated person, acts as transfer agent and
dividend disbursing agent for the Ultra Series Fund.
NET ASSET VALUE OF SHARES
Shares are sold and redeemed at a price equal to the shares' Net Asset Value
with no sales or other charges. Net Asset Value per share is calculated each
Valuation Day. Net Asset Value is determined by dividing each fund's total net
assets by the number of shares outstanding at the time of calculation. Total net
assets are determined by adding the total current value of portfolio securities,
cash, receivables, and other assets and subtracting liabilities. Shares will be
sold and redeemed at the Net Asset Value next determined after receipt of the
purchase order or request for redemption.
The Net Asset Value of a share issued by the Capital Appreciation Stock, Growth
and Income Stock, Balanced, and Bond funds was initially set at $10.00 per
share. The Net Asset Value of a share issued by the Money Market fund was
initially set at $1.00 per share. (See Money Market fund below.) The Net Asset
Value of a share of the Treasury 2000 fund was initially set at $3.62 per share.
Money Market Fund
The Trustees have determined that the best method currently available for
determining the Net Asset Value is the amortized cost method. The Trustees will
utilize this method pursuant to Rule 2a-7 of the Investment Company Act of 1940.
The use of this valuation method will be continuously reviewed and the Trustees
will make such changes as may be necessary to assure that assets are valued
fairly as determined by the Trustees in good faith. Rule 2a-7 obligates the
Trustees, as part of their responsibility within the overall duty of care owed
to the shareholders, to establish procedures reasonably designed, taking into
account current market conditions and the investment objectives, to stabilize
the Net Asset Value per share as computed for the purpose of distribution and
redemption at $1.00 per share. The Trustees' procedures include periodically
monitoring, as they deem appropriate and at such intervals as are reasonable in
light of current market conditions, the relationship between the amortized cost
value per share and the Net Asset Value per share based upon available market
quotations. The Trustees will consider what steps should be taken, if any, in
the event of a difference of more than 1/2 of one percent (1%) between the two.
The Trustees will take such steps as they consider appropriate, (e.g.,
redemption in kind or shortening the average portfolio maturity) to minimize any
material dilution or other unfair results which might arise from differences
between the two. The Rule requires that the fund limit its investments to
instruments which the Trustees determine will present minimal credit risks and
which are of high quality as determined by a major rating agency, or, in the
case of any instrument that is not so rated, of comparable quality as determined
by the Trustees. It also calls for the fund to maintain a dollar weighted
average portfolio maturity (not more than 90 days) appropriate to its objective
of maintaining a stable Net Asset Value of $1.00 per share and precludes the
purchase of any instrument with a remaining maturity of more than 397 days.
Should the disposition of a portfolio security result in a dollar weighted
average portfolio maturity of more than 90 days, the fund will invest its
available cash in such manner as to reduce such maturity to 90 days or less as
soon as reasonably practicable.
It is the normal practice of the fund to hold portfolio securities to maturity.
Therefore, unless a sale or other disposition of a security is mandated by
redemption requirements or other extraordinary circumstances, the fund will
realize the par value of the security. Under the amortized cost method of
valuation traditionally employed by institutions for valuation of money market
instruments, neither the amount of daily income nor the Net Asset Value is
affected by any unrealized appreciation or depreciation. In periods of declining
interest rates, the indicated daily yield on shares the fund has computed by
dividing the annualized daily income by the Net Asset Value will tend to be
higher than if the valuation were based upon market prices and estimates. In
periods of rising interest rates, the indicated daily yield on shares the fund
has computed by dividing the annualized daily income by the Net Asset Value will
tend to be lower than if the valuation were based upon market prices and
estimates.
Capital Appreciation Stock, Growth and Income Stock, Balanced, Bond, and
Treasury 2000 Funds
Common stocks that are traded on an established exchange or over-the-counter are
valued on the basis of market price as of the end of the Valuation Period,
provided that a market quotation is readily available. Otherwise, they are
valued at fair value as determined in good faith by or at the direction of the
Trustees.
Stripped Treasury Securities, long-term straight debt obligations, and
non-convertible preferred stocks are valued using readily available market
quotations, if available. When exchange quotations are used, the latest quoted
sale price is used. If an over-the-counter quotation is used, the last bid price
will normally be used. If readily available market quotations are not available,
these securities are valued at market value as determined in good faith by or at
the direction of the Trustees. Readily available market quotations will not be
deemed available if an exchange quotation exists for a debt security, preferred
stock, or security convertible into common stock, but it does not reflect the
true value of the fund's holdings because sales have occurred infrequently, the
market for the security is thin, or the size of the reported trade is considered
not comparable to the fund's institutional size holdings. When readily available
market quotations are not available, the fund will use an independent pricing
service which provides valuations for normal institutional size trading units of
such securities. Such a service may utilize a matrix system which takes into
account appropriate factors such as institutional size trading in similar groups
of securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics and other market data in determining valuations. These
valuations are reviewed by the Investment Adviser. If the Investment Adviser
believes that evaluation still does not represent a fair value, it will present
for approval of the Trustees such other valuation as the Investment Adviser
considers to represent a fair value. The specific pricing service or services to
be used will be presented for approval of the Trustees.
Short-term instruments having maturities of sixty (60) days or less will be
valued at amortized cost. Short-term instruments having maturities of more than
sixty (60) days will be valued at market values or market values based on
current interest rates.
Options, stock index futures, interest rate futures, and related options which
are traded on U.S. exchanges or boards of trade are valued at the closing price
as of the close of the New York Stock Exchange.
The Investment Adviser, at the direction of the Trustees, values the following
at prices it deems in good faith to be fair:
1. Securities (including restricted securities) for which complete
quotations are not readily available, and
2. Listed securities if, in the opinion of the Investment Adviser, the
last sale price does not reflect the current market value or if no sale
occurred, and
3. Other assets.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Ultra Series Fund has qualified and intends to continue to qualify as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). Each fund will be treated as a separate entity
for federal income tax purposes, and, therefore, the investments and results of
each fund is determined separately for purposes of determining whether the fund
qualifies as a "regulated investment company" and for purposes of determining
the fund's net ordinary income (or loss) and net realized capital gains (or
losses). To qualify for treatment as a "regulated investment company," a fund
must, among other things, meet the diversification requirements of Subchapter M
of the Code, derive in each taxable year at least ninety percent (90%) of its
gross income from dividends, interest and gains from the sale or other
disposition of securities and derive less than thirty percent (30%) of its gross
income in each taxable year from the gains (without deduction for losses) from
the sale or other disposition of securities held for less than three months. It
is the intention of the Ultra Series Fund to meet these requirements with
respect to each fund in order to qualify as a regulated investment company.
In order for a fund to be treated as a conduit and avoid the imposition of any
fund-level income or excise tax, the fund must distribute at least ninety
percent (90%) of its net investment income. Net investment income of each fund,
other than the Money Market fund, will consist of all payments of dividends or
interest received by such fund less the estimated expenses of such fund
(including fees payable to the Investment Adviser). Net investment income of the
Money Market fund (from the last determination thereof) consists of interest
accrued and/or discount earned less the estimated expenses of that fund
applicable to that dividend period. Net investment income of the Treasury 2000
fund includes accrued original issue discount.
It is the intention of the Ultra Series Fund to distribute substantially all of
the net investment income, if any, of each fund thereby avoiding the imposition
of any fund-level income or excise tax as follows:
(i) Dividends on the Money Market fund will be declared daily and
reinvested monthly in additional full and fractional shares of the
Money Market fund.
(ii) Dividends of ordinary income from the Capital Appreciation Stock,
Growth and Income Stock, Balanced, and Bond funds will be declared and
reinvested quarterly in additional full and fractional shares of the
respective fund.
(iii) All net realized short-term and long-term capital gains of the
Ultra Series Fund, if any, will be declared and distributed at least
annually, but in any event, no more frequently than allowed under
Commission rules, to the shareholders of each fund to which such gains
are attributable.
(iv) Dividends on the Treasury 2000 fund cannot be paid to its
shareholders (the Separate Accounts) during the taxable year since no
cash will be available for distribution until the securities are sold
or mature. The fund is treated as if it paid a dividend of a certain
amount without actually paying the dividend if the shareholder consents
to the treatment ("consent dividend"). The Separate Accounts will file
a consent on Form 972 each year to include in gross income, as a
taxable dividend for that year, an amount computed to be sufficient to
enable the fund to meet the distribution requirements necessary for the
fund to be treated as a conduit and taxed as a regulated investment
company.
Because there will be no periodic payment of interest on the Stripped
Treasury Securities held by the Treasury 2000 fund, shareholders (i.e.,
the Separate Accounts) will be requested periodically to sign consents
to have a certain portion of the accrued amount of discount treated as
dividends. Since the Separate Accounts will be the only shareholders of
the Treasury fund, it is anticipated that any taxable income will be
offset by a corresponding deduction for an increase in reserves.
Options and Futures Transactions
The tax consequences of options transactions entered into by a fund will vary
depending on the nature of the underlying security, whether the option is
written or purchased and finally, whether the "straddle" rules, discussed
separately below, apply to the transaction. When a fund writes a call or a put
option on an equity or convertible debt security, the treatment for federal
income tax purposes of the premium that it receives will, subject to the
straddle rules, depend on whether the option is exercised. If the option expires
unexercised, or if the fund enters into a closing purchase transaction, the fund
will realize a gain (or loss if the cost of the closing purchase transaction
exceeds the amount of the premium) without regard to any unrealized gain or loss
on the underlying security. Any such gain or loss will be short-term capital
gain or loss, except that any loss on a "qualified" covered call stock option
that is not treated as part of a straddle may be treated as long-term capital
loss. If a call option written by a fund is exercised, the fund will recognize a
capital gain or loss from the sale of the underlying security, and will treat
the premium as additional sales proceeds. Whether the gain or loss will be
long-term or short-term will depend on the holding period of the underlying
security. If a put option written by a fund is exercised, the amount of the
premium will reduce the tax basis of the security that the fund then purchases.
If a put or call option that a fund has purchased on an equity or convertible
debt security expires unexercised, the fund will realize a capital loss equal to
the cost of the option. If the fund enters into a closing sale transaction with
respect to the option, it will realize a capital gain or loss (depending on
whether the proceeds from the closing transaction are greater or less than the
cost of the option). The gain or loss will be short-term or long-term depending
on the fund's holding period in the option. If the fund exercises such a put
option, it will realize a short-term gain or loss (long-term if the fund holds
the underlying security for more than one year before it purchases the put) from
the sale of the underlying security measured by the sales proceeds decreased by
the premium paid. If the fund exercises such a call option, the premium paid for
the option will be added to the tax basis of the security purchased.
One or more funds may invest in Section 1256 contracts. Section 1256 contracts
generally include options on nonconvertible debt securities (including
securities of U.S. Government agencies or instrumentalities), options on stock
indexes, futures contracts, options on futures contracts and certain foreign
currency contracts. Options on foreign currency, futures contracts on foreign
currency, and options on foreign currency futures will qualify as "Section 1256"
contracts if the options or futures are traded on or subject to the rules of a
qualified board or exchange. In general, gain or loss on Section 1256 contracts
will be treated as 60% long-term and 40% short-term capital gain or loss
("60/40"), regardless of the period of time particular positions are actually
held by a fund. In addition, any Section 1256 contracts held at the end of each
taxable year (and on October 31 of each year for purposes of determining the
amount of capital gain net income that a fund must distribute to avoid liability
for the 4% excise tax) are "marked to market" with the result that unrealized
gains or losses are treated as though they were realized and the resulting gain
or loss is treated as 60/40 gain or loss. This deemed realization does not cause
a disposition for purposes of the "short-short" rule.
Straddles
Hedging transactions undertaken by a fund may result in "straddles" for federal
income tax purposes. Straddles are defined to include "offsetting positions" in
actively-traded personal property. Under current law, it is not clear under what
circumstances one investment made by a fund, such as an option or futures
contract, would be treated as "offsetting" another investment also held by the
fund, such as the underlying security (or vice versa) and, therefore, whether
the fund would be treated as having entered into a straddle. In general,
investment positions may be "offsetting" if there is a substantial diminution in
the risk of loss from holding one position by reason of holding one or more
other positions (although certain "qualified" covered call stock options written
by a fund may be treated as not creating a straddle).
To the extent that the straddle rules apply to positions established by a fund,
losses realized by the fund may be either deferred or recharacterized as
long-term losses, and long-term gains realized by the fund may be converted to
short-term gains.
Each fund may make one or more of the elections available under the Code which
are applicable to straddles. If a fund makes any of the elections, the amount,
character, and timing of the recognition of gains or losses from the affected
straddle positions will be determined under rules that vary according to the
election(s) made. The rules applicable under certain of the elections operate to
accelerate the recognition of gains or losses from the affected straddle
positions.
Because application of the straddle rules may affect the character of gains or
losses, defer losses and/or accelerate the recognition of gains or losses from
the affected straddle positions, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased substantially as compared
to a fund that did not engage in such hedging transactions.
CALCULATION OF YIELDS AND TOTAL RETURNS
From time to time, the Ultra Series Fund may disclose yields, total returns, and
other performance data. Such performance data will be computed, or accompanied
by performance data computed, in accordance with the standards defined by the
SEC. The Ultra Series Fund will not disclose performance of the Ultra Series
Fund in sales literature or advertising without also showing performance at the
separate account level.
Money Market Fund Yields
From time to time, sales literature may quote the current annualized yield of
the Money Market fund for a seven-day period in a manner which does not take
into consideration any realized or unrealized gains or losses on portfolio
securities.
This current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the value
of a hypothetical account having a balance of 1 share at the beginning of the
period, dividing such net change in account value by the value of the
hypothetical account at the beginning of the period to determine the base period
return, and annualizing this quotient on a 365-day basis. The net change in
value reflects net income from the fund attributable to the hypothetical
account. Current yield is calculated according to the following formula:
Current Yield = ((NCS - ES)/UV) X (365/7)
Where:
NCS = the net change in the value of the Money Market
Fund (exclusive of realized gains or losses on the
sale of securities and unrealized appreciation and
depreciation) for the seven-day period attributable
to a hypothetical account having a balance of 1
share.
ES = per share expenses attributable to the hypothetical
account for the seven-day period.
UV = the share value for the first day of the seven-day
period.
365/7
Effective yield = (1 + ((NCS-ES)/UV)) - 1
Where:
NCS = the net change in the value of the Money Market
Fund (exclusive of realized gains or losses on the
sale of securities and unrealized appreciation and
depreciation) for the seven-day period attributable
to a hypothetical account having a balance of 1
share.
ES = per share expenses attributable to the hypothetical
account for the seven-day period.
UV = the share value for the first day of the seven-day
period.
The current and effective yields on amounts held in the Money Market fund
normally fluctuate on a daily basis. Therefore, the disclosed yield for any
given past period is not an indication or representation of future yields or
rates of return. The Money Market fund's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity, the types
and quality of portfolio securities held and operating expenses. Yields on
amounts held in the Money Market fund may also be presented for periods other
than a seven-day period.
Other Fund Yields
From time to time, sales literature may quote the current annualized yield of
one or more of the funds (except the Money Market fund) for 30-day or one-month
periods. The annualized yield of a fund refers to income generated by the fund
during a 30-day or one-month period and is assumed to be generated each period
over a 12-month period.
The yield is computed by: 1) dividing the net investment income of the fund for
the period; by 2) the maximum offering price per share on the last day of the
period times the daily average number of shares outstanding for the period; by
3) compounding that yield for a six-month period; and by 4) multiplying that
result by 2. The 30-day or one-month yield is calculated according to the
following formula:
Yield = 2 X (((NI - ES)/(U X UV)) + 1)6 - 1)
Where:
NI = net income of the fund for the 30-day or one-month
period attributable to the fund's shares.
ES = expenses of the fund for the 30-day or one-month
period.
U = the average number of shares outstanding.
UV = the share value at the close (highest) of the last day in the
30-day or one-month period.
The yield normally fluctuates over time. Therefore, the disclosed yield for any
given past period is not an indication or representation of future yields or
rates of return. A fund's actual yield is affected by the types and quality of
portfolio securities held and operating expenses.
Average Annual Total Returns
From time to time, sales literature may also quote average annual total returns
for one or more of the funds for various periods of time.
When a fund has been in operation for 1, 5, and 10 years, respectively, the
average annual total return for these periods will be provided. Average annual
total returns for other periods of time may, from time to time, also be
disclosed.
Standard average annual total returns represent the average annual compounded
rates of return that would equate an initial investment of $1,000 to the
redemption value of that investment as of the last day of each of the periods.
The ending date for each period for which total return quotations are provided
will be for the most recent calendar quarter-end practicable, considering the
type of the communication and the media through which it is communicated.
The total return is calculated according to the following formula:
TR = ((ERV/P)1/N) - 1
Where:
TR = the average annual total return net of any fund
recurring charges.
ERV = the ending redeemable value of the hypothetical
account at the end of the period.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.
Such average annual total return information for the funds is as follows:
For the For the For the
1-year 5-year 10-year
period period period
ended ended ended
Fund 12/31/95 12/31/95 12/31/95
Capital Appreciation 30.75% N/A 17.41%*
Growth and Income 31.75% 15.51% 12.90%
Balanced 22.27% 11.23% 10.62%
Bond 16.37% 8.44% 8.37%
Treasury 2000 20.99% 11.02% 11.99%
* Capital Appreciation Fund returns are from inception, January 3, 1994.
Other Total Returns
From time to time, sales literature may also disclose cumulative total returns
in conjunction with the standard formats described above. The cumulative total
returns will be calculated using the following formula:
CTR = (ERV/P) - 1
Where:
CTR = The cumulative total return net of any fund recurring
charges for the period.
ERV = The ending redeemable value of the hypothetical
investment at the end of the period.
P = A hypothetical single payment of $1,000.
DESCRIPTION OF BOND RATINGS (AS PUBLISHED BY THE RATING SERVICES)
Moody's Investors Service, Inc.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics, and in
fact, have speculative characteristics as well.
Ba--Bonds which are rated Ba and below are judged to have speculative elements;
their future cannot be considered as well secured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa--Bonds which are rated Caa are a poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of this generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
Standard & Poor's Corporation
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.
BB--B--CCC--CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
Note: Standard & Poor's applies the modifiers of (+) or (-) in each generic
rating classification from "AA" through "B" in its corporate bond rating system.
The plus sign indicates that the security ranks in the higher end of this
generic rating category; the lack of a modifier indicates a mid-range ranking;
and the minus sign indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF COMMERCIAL PAPER RATINGS
DESCRIPTION OF COMMERCIAL PAPER RATINGS (AS PUBLISHED BY THE RATING SERVICES)
Moody's Investors Service, Inc.
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:
Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality
If an issuer represents to Moody's that its commercial paper obligations are
supported by the credit of another entity or entities, Moody's, in assigning
ratings to such issuers, evaluates the financial strength of the indicated
affiliated corporations, commercial banks, insurance companies, foreign
governments or other entities, but only as one factor in the total rating
assessment.
Standard & Poor's Corporation
A brief description of the applicable Standard & Poor's rating symbols for
investment grade commercial paper and their meanings follows:
A. Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1. This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety
characteristics will be denoted with a plus (+) sign
designation.
A-2. Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high
as for issues designated "A-1."
A-3. Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.
FINANCIAL STATEMENTS
Data from the most recent annual report begins on the next page.
<PAGE>
<TABLE>
<CAPTION>
Ultra Series Fund
Statement of Assets and Liabilities
December 31, 1995
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
=========== =========== =========== ========== ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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
--------
Leasure 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>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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 COMMMERCIAL PAPER/
SAVINGS, AT COST $7,971,045
---------
% Net
Long-Term Investments: Assets Shares Value
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>
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
% 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
---------
% Net Quality Coupon Maturity Par
Long-Term Investments: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
% 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>
% Net Quality Coupon Maturity Par
Government & Agency Bonds: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
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>
<PAGE>
<TABLE>
<CAPTION>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
MONEY MARKET FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
% 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>
<PAGE>
<TABLE>
<CAPTION>
TREASURY 2000 FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
December 31, 1995
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>
<PAGE>
<TABLE>
<CAPTION>
ULTRA SERIES FUND
Statement of Operations
Year Ended December 31, 1995
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
========== ========== ========== ========= ======== ========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ULTRA SERIES FUND
Statement of Changes in Net Assets
Years Ended December 31, 1995 and 1994
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
=========== ========== =========== =========== =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Ultra Series Fund
Statement of Changes in Net Assets (Continued)
Years Ended December 31, 1995 and 1994
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 -- -- -- --
=========== ========== =========== =========== =========== ===========
See accompanying notes to financial statements.
</TABLE>
<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
$105,588 of undistributed net investment income into additional paid-in
capital as a result of a consent dividend process.
(c) Federal Income and Excise Taxes
The Ultra Series Fund intends to distribute all of its taxable income
and to comply with the other requirements of the Internal Revenue Code
applicable to regulated investment companies. Accordingly, no provision
for income or excise taxes is required.
(d) Other
Security transactions are recorded on the trade date basis. Realized
gains and losses from security transactions are reported on the
identified cost basis. Interest, including amortization of premium and
discount, is accrued daily and dividend income is recorded on the
ex-dividend date.
<PAGE>
(e) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increase
and decrease in net assets from operations during the period. Actual
results could differ from those estimates.
(3) Purchase and Sales of Investment Securities
The cost of securities purchased and the proceeds from securities sold
(including maturities, excluding short-term securities for all funds except
Money Market) for each fund during the year ended December 31, 1995, were
as follows:
<TABLE>
<CAPTION>
Capital Growth and Money Treasury
Appreciation Income Stock Balanced Bond Market 2000
Stock Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Total costs of securities purchased 36,043,321 74,801,837 58,644,587 6,257,222 104,918,148$ --
========== =========== =========== ========== =========== ========
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.
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>
<PAGE>
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 statement 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 Series) 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 statement and financial
highlights information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Investments 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 the Ultra Series Fund as
of December 31, 1995, the results of their operations for the year then ended,
the changes in their net 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-period (two years for Capital Appreciation Stock Series) then ended in
conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
February 16, 1996
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) (1) Financial statements included in Part A:
Financial Highlights
(2) Financial Statements included in Part B:
Audited financial statements as of and for the year ended
December 31, 1995: Statements of Assets and Liabilities*
Investments in Securities* Statements of Operations*
Statements of Changes in Net Assets (for the two-year period
ended December 31, 1995)* Notes to Financial Statements
Independent Auditors' Report
*Separate statements are prepared for each fund of the Ultra
Series Fund.
There are no financial statements included in Part C.
(b) Exhibits:
(1) Declaration of Trust (Incorporated by reference to
Registrant's Pre-Effective Amendment No. 2 filed on Form
N-1A).
Certified Resolution Amending Declaration of Trust
(Incorporated by reference to Registrant's Pre-Effective
Amendment No. 3 filed on Form N-1A).
(2) Bylaws (Incorporated by reference to Registrant's
Pre-effective Amendment No. 2 filed on Form N-1A).
(3) Not Applicable
(4) Not Applicable
(5) Investment Advisory Agreement (Incorporated by reference to
Registrant's Post-Effective Amendment No. 11 filed on Form
N-1A).
ServicingAgreement between Century Life of America and Century
Investment Management Co. effective January 1, 1992
(Incorporated by reference to Registrant's Post-Effective
Amendment No. 14 filed on Form N-1A).
Servicing Agreement between Century Investment Management Co.
and CUNA Mutual Insurance Society effective July 17, 1993
(Incorporated by reference to Registrant's Post-Effective
Amendment No. 14 filed on Form N-1A).
(6) Distribution Agreement between Ultra Series Fund and CUNA
Brokerage Services, Inc. effective December 29, 1993
(Incorporated by reference to Registrant's Post-Effective
Amendment No. 14 filed on Form N-1A).
(7) Not Applicable
(8) Custodian Agreement with United States Trust Company of New
York dated June 24, 1993 (Incorporated by reference to
Registrant's Post-Effective Amendment No. 14 filed on Form
N-1A).
Cash Data Entry Agreement with United States Trust Company of
New York dated June 24, 1993 (Incorporated by reference to
Registrant's Post-Effective Amendment No. 14 filed on Form
N-1A).
(9) Expense Reimbursement Agreement between Ultra Series Fund and
Century Life of America, as amended (Incorporated by reference
to Registrant's Post-Effective Amendment No. 5 filed on Form
N-1A).
(10) Opinion of Counsel (Incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 filed on Form N-1A).
(11) A. Consent of KPMG Peat Marwick LLP
(12) Not Applicable
(13) A. Termination Agreement dated December 31, 1993 concerning
Agreement Governing Contribution dated September 30, 1983.
(Incorporated by reference to Registrant's Pre-Effective
Amendment No. 16 filed on Form N-1A).
Agreement Governing Contribution (Incorporated by reference to
Registrant's initial Registration Statement on Form N-1A).
B. Termination Agreement dated December 31, 1993 concerning
Agreement Governing Contribution dated May 31, 1988.
(Incorporated by reference to Registrant's Pre-Effective
Amendment No. 16 filed on Form N-1A).
Agreement Governing Contribution (Incorporated by reference to
Registrant's initial Registration Statement on Form N-1A).
(14) Not Applicable
(15) Plan of Distribution and statement that Registrant has agreed
not to implement the Plan of Distribution until the staff
approves its implementation (Incorporated by reference to
Registrant's Post-Effective Amendment No. 8 filed on Form
N-1A).
(16) Schedule for Computation
(17) Financial Data Schedules
(18) Not Applicable
Power of Attorney
Item 25. Persons Controlled by or Under Common Control with Registrant
The shares of the Ultra Series Fund are currently sold only to separate accounts
of Century Life of America. See Part A, "Century Life of America" and Part B
"The Investment Adviser" for a description of related parties.
Century Life of America is a mutual life insurance company and therefore is
controlled by its contractowners. Various companies and other entities are
controlled by Century Life of America and various companies may be considered to
be under common control with Century Life of America. Such other companies and
entities, together with the identify of their controlling persons (where
applicable), are set forth in the following organization charts. In addition, by
virtue of an Agreement of Permanent Affiliation with CUNA Mutual Insurance
Society ("CUNA Mutual"), the Ultra Series Fund could be considered to be an
affiliated person or an affiliated person of an affiliated person of CUNA
Mutual. Likewise, CUNA Mutual and its affiliates, together with the identity of
their controlling persons (where applicable), are set forth on the following
organization charts.
See organization charts on the following pages.
<PAGE>
Century Life of America
ORGANIZATIONAL CHART AS OF MAY 1995
Century Life of America
An Iowa mutual life insurance company
Fiscal Year End: December 31
Century Life of America is the controlling company for the following
subsidiaries:
1. Century Life Insurance Company
An Iowa Stock Life Company.
100% ownership by Century Life of America
Business: Life insurance
Classes of Stock: Common only
Authorized Shares: 750,000 of $2.67 par
Issued Shares: 750,000
Capital Structure:
Stated capital: $2,002,500
Add. paid-in: $0
Ret. earn.: $15,007,908
Total Equity: $17,010,408
Sole Shareholder: Century Life of America
Fiscal Year End: December 31
2. Red Fox Motor Hotel Corporation
An Iowa Business Act Corporation.
100% ownership by Century Life of America
Business: Operation of Red Fox Inn, a motel
Classes of Stock: Common only
Authorized Shares: 1,000 non par
Issued Shares: 242.7821
Capital Structure:
Stated capital: $242,782
Add. paid-in: $0
Ret. earn: ($40,774)
Total Equity: $202,008
Sole Shareholder: Century Life of America
Fiscal Year End: December 31
3. Century Financial Services Corp.
An Iowa Business Act Corporation
100% ownership by Century Life of America
Business: Financial Planning
Classes of Stock: Common only
Authorized Shares: 10,000 non par
Issued Shares: 1,000
Capital Structure:
Stated capital: $250,000
Add. paid-in: $700,000
Ret. earn.: ($363,652)
Total Equity: $586,348
Sole Shareholder: Century Life of America
Fiscal Year End: December 31
4. Century Investment Management Co.
An Iowa Business Act Corporation
50% ownership by Century Life of America
50% ownership by CUNA Mutual Investment Corporation
Business: Registered Investment Advisor
Classes of Stock: Non-assessable
Authorized Shares: 500,000 non par
Issued Shares: 100
Capital Structure:
Stated capital: $10,000
Add. paid-in: $520,000
Ret. earn.: $457,604
Total Equity: $987,604
Equal Shareholders: Century Life of America & CUNA Mutual
Investment Corporation
Fiscal Year End: December 31
Century Investment Management Co. is the investment adviser
of:
a. The Ultra Series Fund
A Massachusetts Business Trust
Domiciled in Iowa
Business: Open-end diversified management investment
company offered through insurance contracts
Shareholders: Three separate accounts of Century Life
of America hold legal title for the benefit of
policyowners.
Principal Underwriter: CUNA Brokerage Services, Inc.
Fiscal Year End: December 31
5. Plan America Program, Inc.
A Maine Business Act Corporation
100% ownership by Century Life of America
Business: Quasi-public corporation, operating an insurance
business
Classes of Stock: Voting common only
Authorized Shares: 5,000 of $1.00 par
Issued Shares: 100
Capital Structure:
Stated capital: $500
Sole Shareholder: Century Life of America
Fiscal Year End: December 31
CUNA Mutual Group
ORGANIZATIONAL CHART
AS OF DECEMBER 31, 1995
CUNA Mutual Insurance Society
Business: Life Health & Disability Insurance
May 20, 1935*
State of domicile: Wisconsin
CUNA Mutual Insurance Society, either directly or indirectly is the
controlling company of the following wholly-owned subsidiaries:
1. CUNA Mutual Investment Corporation
Business: Holding Company
September 15, 1972*
State of domicile: Wisconsin
CUNA Mutual Investment Corporation is the owner of the
following subsidiaries:
a. CUMIS Insurance Society, Inc.
Business: Property/Casualty
May 23, 1960*
State of domicile: Wisconsin
CUMIS Insurance Society, Inc. is the 100% owner of
the following subsidiary:
(1) Credit Union Mutual Insurance Society New
Zealand Ltd.
Business: Fidelity Bond Coverages
November 1, 1990*
State of domicile: Wisconsin
b. League General Insurance Company
Business: Property/Casualty
January 1, 1983*
State of domicile: Michigan
c. CUNA Brokerage Services, Inc.
Business: Brokerage
July 19, 1985*
State of domicile: Wisconsin
d. CUNA Mutual Financial Services Corporation
Business: Individual Marketing
November 21, 1983*
State of domicile: Wisconsin
e. CUNA Mutual General Agency of Texas, Inc.
Business: Managing General Agent
August 14, 1991*
State of domicile: Texas
f. Members Life Insurance Company
Business: Credit Disability/Life/Health
February 27, 1976*
State of domicile: Wisconsin
Formerly CUMIS Life & CUDIS
g. International Commons, Inc.
Business: Special Events
January 13, 1981*
State of domicile: Wisconsin
h. CUNA Mortgage Corporation
Business: Mortgage Servicing
November 20, 1978*
State of domicile: Wisconsin
i. Investors Equity Insurance Company, Inc.
Business: Private Mortgage Insurance
April 14, 1994*
State of Domicile: California
j. CUNA Mutual Insurance Agency, Inc.
Business: Leasing/Brokerage
March 1, 1974*
State of domicile: Wisconsin
Formerly CMCI Corporation
CUNA Mutual Insurance Agency, Inc. is the 100% owner
of the following subsidiaries:
(1) CM Field Services, Inc.
Business: Serves Agency Field Staff
January 26, 1994*
State of domicile: Wisconsin
(2) CUNA Mutual Insurance Agency of Alabama, Inc.
Business: Property & Casualty Agency
May 27, 1993*
State of domicile: Alabama
(3) CUNA Mutual Insurance Agency of New Mexico,Inc.
Business: Brokerage of Corporate & Personal
Lines
June 10, 1993*
State of domicile: New Mexico
(4) CUNA Mutual Insurance Agency of Hawaii, Inc.
Business: Property & Casualty Agency
June 10, 1993*
State of domicile: Hawaii
(5) CUNA Mutual Casualty Insurance Agency of
Mississippi, Inc.
Business: Property & Casualty Agency
June 24, 1993*
State of domicile: Mississippi
(6) CUNA Mutual Insurance Agency of Kentucky, Inc.
Business: Brokerage of Corporate & Personal
Lines
October 5, 1994*
State of domicile: Kentucky
(7) CUNA Mutual Insurance Agency of Massachusetts,
Inc.
Business: Brokerage of Corporate & Personal
Lines
January 27, 1995*
State of domicile: Massachusetts
2. C.U.I.B.S. Pty. Ltd.
Business: Brokerage
February 18, 1981*
Country of domicile: Australia
*Dates shown are dates of acquisition, control or organization.
CUNA Mutual Insurance Society, either directly or through a wholly-owned
subsidiary, has a partial ownership interest in the following:
1. C U Financial and Insurance Services, Inc./California
50% ownership by CUNA Mutual Insurance Agency, Inc.
50% ownership by California League Services Corporation
May 16, 1980
2. C. U. Family Insurance Services, Inc./Colorado
50% ownership by CUNA Mutual Insurance Agency, Inc.
50% ownership by Colleague Services Corporation
September 1, 1981
3. C. U. Insurance Services, Inc./Oregon
50% ownership by CUNA Mutual Insurance Agency, Inc.
50% ownership by Oregon Credit Union League
December 27, 1989
4. CUFIS of Illinois, Inc.
50% ownership by CUNA Mutual Insurance Agency, Inc.
50% ownership by Illinois Credit Union League Service Corporation
April 10, 1990
5. CUFIS of New York, Inc.
50% ownership by CUNA Mutual Insurance Agency, Inc.
50% ownership by CUC Services, Inc.
March 28, 1991
6. The CUMIS Group Limited
63.1% ownership by CUNA Mutual Insurance Society (as of 12-31-95)
7. Century Investment Management Co. (CIMCO)
50% ownership by CUNA Mutual Investment Corporation
50% ownership by Century Life of America
January 1, 1992
8. Tracking Partners, Inc.
51% ownership by CUMIS Insurance Society, Inc.
49% ownership by Collateral Tracking Service
May 1, 1992
9. Cooperative Savings and Credit Unions Insurance Society "Benefit" SA
(Poland)
63% ownership by CUNA Mutual Insurance Society
19.47% ownership by CUMIS Insurance Society, Inc.
17.53% ownership by Foundation for Polish Credit Unions
September 1, 1992
10. GWARANT, Ltd.
50% ownership by CUNA Mutual Insurance Society
50% ownership by Foundation for Polish Credit Unions
February 18, 1994
11. CUNA Mutual Insurance Agency of Ohio, Inc.
1% of value owned by Michael Corcoran (CUNA Mutual Employee) subject to a
voting trust agreement, Michael B. Kitchen as Voting Trustee.
99% of value owned by CUNA Mutual Insurance Agency, Inc. Due to Ohio
regulations, CUNA Mutual Insurance Agency, Inc. holds no voting stock in
this corporation.
June 14, 1993
12. SECURITY Management Company, Ltd. (Hungary)
90% ownership by CUNA Mutual Insurance Society
10% ownership by: Federation of Savings Cooperatives
Savings Cooperative of Szoreg
Savings Cooperative of Szekkutas
(collectively called Hungarian Associates)
September 5, 1992
13. CMG Mortgage Insurance Company
55% ownership by CUNA Mutual Investment Corporation 45% ownership by PMI
Mortgage Insurance Co.
April 14, 1994
Limited Liability Companies
1. CUNA Mutual Funds Management Company, L.L.C. (formerly CMC Management,
L.L.C)
50% interest by CUNA Mutual Investment Corporation
50% interest by CUNA Service Group, Inc.
September 30, 1993
a. CMC - T. Rowe Price Management Co., L.L.C.
50% interest by CUNA Mutual Funds Management Company, L.L.C.
50% interest by T. Rowe Price Management, Inc.
October 8, 1993
2. CUNA Mortgage Assistance, L.L.C.
50% interest by CUNA Mortgage Corporation
50% interest by CUNA Service Group, Inc.
November 7, 1995
Stock Corporation - CUNA Mutual Group owns less than 50%
1. Cooperators Life Assurance Society Limited (Jamaica)
CUNA Mutual Insurance Society owns 122,500 shares
Jamaica Co-op Credit Union League owns 127,500 shares
(NOTE: Awaiting authority to write business)
May 10, 1990
2. CUNA Caribbean Insurance Society Limited (Trinidad and Tobago, W.I.)
47.96% ownership by CUNA Mutual Insurance Society
July 4, 1985
3. CU Interchange Group, Inc.
Owned by CUNA Mutual Investment Corporation, CUNA Service Group and
various state league organizations December 15, 1993 - CUNA Mutual
Investment Corporation purchased 100 shares stock
4. CUNA Service Group, Inc.
April 22, 1974 - CUNA Mutual Insurance Society purchased 200.71 shares
Partnerships
1. PLAN AMERICA(R) Financial Services, a Wisconsin partnership
CUNA Mutual Insurance Society - 50% Partner
Century Life of America - 50% Partner
December 17, 1987
2. LeaSo Partners, a California partnership
CUNA Mutual Insurance Society - 50% Partner
California Credit Union League - 50% Partner
December 29, 1981
3. CM CUSO Limited Partnership, a Washington Partnership
CUMIS Insurance Society, Inc. - General Partner
Credit Unions in Washington - Limited Partners
June 14, 1993
Affiliated (Nonstock)
1. NARCUP, Inc.
August 8, 1978
2. CUNA Mutual Group Foundation, Inc.
July 5, 1967
3. Century Companies of America
July 1, 1990
4. Aseguradora Solidaria de Colombia (formerly Seguros UCONAL Limitada)
17.2% membership by CUNA Mutual Insurance Society
July 2, 1985
Item 26. Number of Holders of Securities
Number of Shareholders
Fund as of March 31, 1996
Capital Appreciation Stock 3
Growth and Income Stock 3
Balanced 3
Bond 3
Money Market 3
Treasury 2000 3
Item 27. Indemnification
Each officer, Trustee or agent of the Ultra Series Fund shall be indemnified by
the Ultra Series Fund to the full extent permitted under the General Laws of the
State of Massachusetts and the Investment Company Act of 1940, as amended,
except that such indemnity shall not protect any such person against any
liability to the Ultra Series Fund or any shareholder thereof to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office ("disabling conduct"). Indemnification shall be made when (1) a final
decision on the merits is made by a court or other body before whom the
proceeding was brought, that the person to be indemnified was not liable by
reason of disabling conduct or, (2) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct, by (a) the vote of
a majority of the quorum of Trustees who are not "interested persons" of the
Ultra Series Fund as defined in Section 2(a)(19) of the Investment Company Act
of 1940, or (b) an independent legal counsel in a written opinion. The Ultra
Series Fund may, by vote of a majority of a quorum of Trustees who are not
interested persons, advance attorneys' fees or other expenses incurred by
officers, Trustees, Investment Advisers or principal underwriters, in defending
a proceeding upon the undertaking by or on behalf of the person to be
indemnified to repay the advance unless it is ultimately determined that he is
entitled to indemnification. Such advance shall be subject to at least one of
the following: (1) the person to be indemnified shall provide a security for his
undertaking, (2) the Ultra Series Fund shall be insured against losses arising
by reason of any lawful advances, or (3) a majority of a quorum of the
disinterested non-party Trustees of the Ultra Series Fund, or an independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts, that there is reason to believe that the person to be
indemnified ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. Business and Other Connections of Investment Adviser
The Investment Adviser for the Ultra Series Fund is Century Investment
Management Co. See Part A "Management of the Ultra Series Fund - The Investment
Adviser" for a more complete description.
NAME POSITION HELD
Michael S. Daubs Century Investment Management Co.
President
1982 - Present
Director
1995-Present
Century Life of America
Chief Investment Officer
1989 - Present
CUNA Mutual Insurance Society
Chief Investment Officer
1990 - Present
Joyce A. Harris Century Investment Management Co.
Director
1992 - Present
Telco Community Credit Union
President, Chief Executive Officer
1978 - Present
James C. Hickman Century Investment Management Co.
Director
1992 - Present
University of Wisconsin
Professor
1972 - Present
Michael B. Kitchen Century Investment Management Co.
Director
1995 - Present
Century Life of America
President and Chief Executive Officer
1995 - Present
CUNA Mutual Insurance Society
President and Chief Executive Officer
1995 - Present
The CUMIS Group Limited
President and Chief Executive Officer
1992 - Present
Thomas J. Merfeld Century Investment Management Co.
Vice President
1994 - Present
Savers Life Insurance Company
Vice President and Chief Financial Officer
1990 - 1994
George A. Nelson Century Investment Management Co.
Director
1992 - Present
Evening Telegram Co. - WISC-TV
Vice President
1982 - Present
Item 29. Distributor
a. CUNA Brokerage Services, Inc., a registered broker-dealer, is the
principal Distributor of the shares of the Ultra Series Fund. CUNA
Brokerage Services, Inc. does not act as principal underwriter,
depositor or investment adviser for any investment company other
than the Registrant, Century Variable Account, and Century
Variable Annuity Account.
b. The officers and directors of CUNA Brokerage Services, Inc. are as
follows:
Name and Principal Position Positions and Offices
Business Address with Distributor with Registrant
Joseph P. Tripalin Director None
5910 Mineral Point Road President
Madison, WI 53705 Managing Principal
William W. Sayles Director None
5910 Mineral Point Road Vice President
Madison, WI 53705
Steven A. Goldberg Director None
5910 Mineral Point Road Secretary
Madison, WI 53705
Michael G. Joneson Director Chief Accounting Officer,
2000 Heritage Way Treasurer Treasurer and Assistant
Waverly, IA 50677 Secretary
Gary L. Cutler Director None
2000 Heritage Way
Waverly, IA 50677
John M. Waggoner Chief Legal Officer None
5910 Mineral Point Road
Madison, WI 53705
Campbell D. McHugh Compliance Officer None
5910 Mineral Point Road
Madison, WI 53705
Mary Houston Operations Principal None
2000 Heritage Way
Waverly, IA 50677
Brian Lasko Supervisory Principal None
2000 Heritage Way
Waverly, IA 50677
c. There have been no commissions or other compensation paid by
Registrant to the Distributor.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are maintained by the Company at 2000 Heritage Way,
Waverly, Iowa 50677 or at Century Investment Management Co., 5910 Mineral Point
Road, Madison, Wisconsin 53705 or at CUNA Mutual Insurance Society, 5910 Mineral
Point Road, Madison, Wisconsin 53705.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the Registrant's latest annual report to shareholders, upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant (1) represents that this amendment is filed
solely for one or more of the purposes specified in Rule 485(b)(1) under the
Securities Act of 1933 and (2) certifies that this amendment meets all
requirements for effectiveness under Rule 485(b). The Registrant has caused this
Registration Statement to be signed on its behalf, in the City of Madison, State
of Wisconsin, on the 11th day of April, 1996.
ULTRA SERIES FUND
By: /s/ Michael S. Daubs
Michael S. Daubs, President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURES AND TITLE DATE
Gwendolyn M. Boeke*
- ------------------------------- ----------------
Gwendolyn M. Boeke, Trustee
Alfred L. Disrud*
- ------------------------------- ----------------
Alfred L. Disrud, Trustee
/s/ Kevin T. Lentz April 10, 1996
- ------------------------------- ----------------
Kevin T. Lentz, Trustee
Keith S. Noah*
- ------------------------------- ----------------
Keith S. Noah, Trustee
Thomas C. Watt*
- ------------------------------- ----------------
Thomas C. Watt, Trustee
/s/ Linda L. Lilledahl April 10, 1996
- ------------------------------- ----------------
Linda L. Lilledahl, Attorney-In-Fact
* Pursuant to Powers of Attorney filed herewith
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
SIGNATURES AND TITLE DATE
/s/ Michael S. Daubs April 10, 1996
- -------------------------------------------- ----------------
Michael S. Daubs, President
/s/ Robert M. Buckingham April 10, 1996
- -------------------------------------------- ----------------
Robert M. Buckingham, Chief Financial
Officer and Assistant Secretary
/s/ Michael G. Joneson April 10, 1996
- -------------------------------------------- ----------------
Michael G. Joneson, Chief Accounting
Officer, Treasurer and Assistant Secretary
<PAGE>
INDEX TO EXHIBITS TO
FORM N-1A FOR
ULTRA SERIES FUND
11. A. Consent of KPMG Peat Marwick
16. Schedule for Computation
17. Powers of Attorney
<PAGE>
EXHIBIT 11 (A)
The Trustees and Shareholders of Ultra Series Fund:
We consent to the use of our reports included herein and to the reference to our
Firm under the heading "Financial Highlights" in Part A and "Independent Public
Accountants" in Part B of Form N-1A Post Effective Amendment for the Ultra
Series Fund.
/s/ KMPG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
April 17, 1996
<PAGE>
EXHIBIT 16
Schedule of Computation
USF--MONEY MARKET FUND
12/31/95 01/31/96
AB
USF SEVEN-DAY AVERAGE YIELD:
DAILY
DIVIDEND
FACTOR, PER
DATE DISPLAY RATE TABLE
Dec 31, 1995 0.000137047 0.000137047
Dec 30, 1995 0.000137047 0.000137047
Dec 29, 1995 0.000136876 0.000136876
Dec 28, 1995 0.000136667 0.000136667
Dec 27, 1995 0.000136091 0.000136091
Dec 26, 1995 0.000133742 0.000133742
Dec 25, 1995 0.000133742 0.000133742
-----------------
SUM 0.000951212 BASE PERIOD RETURN
DIV BY # DAYS 7
--------------
AVERAGE 0.000135887
TIMES # DAYS IN 365
--------------
SEVEN DAY YIELD 4.96%
==========
USF SEVEN-DAY EFFECTIVE YIELD:
BASE PERIOD
RETURN (ABOVE) 0.000951212
PLUS 1 1
--------------
1.000951212
COMPOUNDED:
TO 365/7 POWER 1.05082475504628
LESS 1 -1
-----------------
EFFECTIVE YIELD 5.08%
===========
<PAGE>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Net Asset Value, Beginning of Period (1) $9.97
Income from Investment Operations
Net Investment Income (2) 0.14
Net Realized and Unrealized Gain (Loss) (3) 2.91
on Investments
Total from Investment Operations (4) 3.05
Distributions
Distributions from Net Investment Income (5) (0.14)
Distributions from Realized Capital Gains (6) (0.37)
Total Distributions (7) (0.51)
Net Asset Value, End of Period (8) $12.51
======
Total Return (9) 30.75%
======
FORMULAS FOR CALCULATIONS IN THE TABLE ABOVE
(1) 12-30-94 Share Price
(2) Distributions from investment income/avg. outstanding shares +
undistributed net investment income at EOY/# of shares issued
outstanding at EOY
(3) -(1)-(2)-(5)-(6)+(8)
(4) (2)+(3)
(5) -(distributions from investment income / average outstanding shares)
(6) -(1995 Dividends Paid Per Share - distributions from net investment
income) (or item #5)
(7) (5) + (6)
(8) (1) + (4) + (7)
(9) (ending investment value-beginning investment value)/beginning
investment value
SOURCES FOR NUMBERS USED IN FORMULAS
share price === Unit Price Worksheet
distributions from investment income === Dividend History
average outstanding shares === #of shares BOY+# of shares EOY)/2
undistributed net investment income at EOY === Phoenix system M fund screen
# of shares issued and outstanding at EOY === Unit Price Worksheet
dividends paid per share === Monthly Yield
ending and beginning investment value === Monthly Yield
<PAGE>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Net Asset Value, Beginning of Period (1) $15.06
Income from Investment Operations
Net Investment Income (2) 0.37
Net Realized and Unrealized Gain (Loss) (3) 4.37
on Investments
Total from Investment Operations (4) 4.74
Distributions
Distributions from Net Investment Income (5) (0.37)
Distributions from Realized Capital Gains (6) (1.23)
Total Distributions (7) (1.60)
Net Asset Value, End of Period (8) $18.20
======
Total Return (9) 31.75%
======
FORMULAS FOR CALCULATIONS IN THE TABLE ABOVE
(1) 12-30-94 Share Price
(2) Distributions from investment income/avg. outstanding shares +
undistributed net investment income at EOY/# of shares issued
outstanding at EOY
(3) -(1)-(2)-(5)-(6)+(8)
(4) (2)+(3)
(5) -(distributions from investment income / average outstanding shares)
(6) -(1995 Dividends Paid Per Share - distributions from net investment
income) (or item #5)
(7) (5) + (6)
(8) (1) + (4) + (7)
(9) (ending investment value-beginning investment value)/beginning investment
value
SOURCES FOR NUMBERS USED IN FORMULAS
share price === Unit Price Worksheet
distributions from investment income === Dividend History
average outstanding shares === #of shares BOY+# of shares EOY)/2
undistributed net investment income at EOY === Phoenix system M fund screen
# of shares issued and outstanding at EOY === Unit Price Worksheet
dividends paid per share === Monthly Yield
ending and beginning investment value === Monthly Yield
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Net Asset Value, Beginning of Period (1) $12.90
Income from Investment Operations
Net Investment Income (2) 0.55
Net Realized and Unrealized Gain (Loss) (3) 2.29
on Investments
Total from Investment Operations (4) 2.84
Distributions
Distributions from Net Investment Income (5) (0.55)
Distributions from Realized Capital Gains (6) (0.56)
Total Distributions (7) (1.11)
Net Asset Value, End of Period (8) $14.63
======
Total Return (9) 22.27%
======
FORMULAS FOR CALCULATIONS IN THE TABLE ABOVE
(1) 12-30-94 Share Price
(2) Distributions from investment income/avg. outstanding shares +
undistributed net investment income at EOY/# of shares issued
outstanding at EOY
(3) -(1)-(2)-(5)-(6)+(8)
(4) (2)+(3)
(5) -(distributions from investment income / average outstanding
shares)
(6) -(1995 Dividends Paid Per Share - distributions from net
investment income) (or item #5)
(7) (5) + (6)
(8) (1) + (4) + (7)
(9) (ending investment value-beginning investment value)/beginning
investment value
SOURCES FOR NUMBERS USED IN FORMULAS
share price === Unit Price Worksheet
distributions from investment income === Dividend History
average outstanding shares === #of shares BOY+# of shares EOY)/2
undistributed net investment income at EOY === Phoenix system M fund screen
# of shares issued and outstanding at EOY === Unit Price Worksheet
dividends paid per share === Monthly Yield
ending and beginning investment value === Monthly Yield
<PAGE>
BOND FUND OF ULTRA SERIES FUND
Net Asset Value, Beginning of Period (1) $9.67
Income from Investment Operations
Net Investment Income (2) 0.60
Net Realized and Unrealized Gain (Loss) (3) 0.96
on Investments
Total from Investment Operations (4) 1.56
Distributions
Distributions from Net Investment Income (5) (0.59)
Distributions from Realized Capital Gains (6) (0.01)
Total Distributions (7) (0.60)
Net Asset Value, End of Period (8) $10.63
======
Total Return (9) 16.37%
======
FORMULAS FOR CALCULATIONS IN THE TABLE ABOVE
(1) 12-30-94 Share Price
(2) Distributions from investment income/avg. outstanding shares +
undistributed net investment income at EOY/# of shares issued
outstanding at EOY
(3 -(1)-(2)-(5)-(6)+(8)
(4) (2)+(3)
(5) -(distributions from investment income / average outstanding shares)
(6) -(1995 Dividends Paid Per Share - distributions from net investment
income) (or item #5)
(7) (5) + (6)
(8) (1) + (4) + (7)
(9) (ending investment value-beginning investment value)/beginning
investment value
SOURCES FOR NUMBERS USED IN FORMULAS
share price === Unit Price Worksheet
distributions from investment income === Dividend History
average outstanding shares === #of shares BOY+# of shares EOY)/2
undistributed net investment income at EOY === Phoenix system M fund screen
# of shares issued and outstanding at EOY === Unit Price Worksheet
dividends paid per share === Monthly Yield
ending and beginning investment value === Monthly Yield
<PAGE>
TREASURY 2000 FUND OF ULTRA SERIES FUND
Net Asset Value, Beginning of Period (1) $7.00
Income from Investment Operations
Net Investment Income (2) 0.00
Net Realized and Unrealized Gain (Loss) (3) 1.47
on Investments
Total from Investment Operations (4) 1.47
Distributions
Distributions from Net Investment Income (5) 0.00
Distributions from Realized Capital Gains (6) 0.00
Total Distributions (7) 0.00
Net Asset Value, End of Period (8) $8.47
======
Total Return (9) 20.99%
======
FORMULAS FOR CALCULATIONS IN THE TABLE ABOVE
(1) 12-30-94 Share Price
(2) Distributions from investment income/avg. outstanding shares +
undistributed net investment income at EOY/# of shares issued
outstanding at EOY
(3) -(1)-(2)-(5)-(6)+(8)
(4) (2)+(3)
(5) -(distributions from investment income / average outstanding shares)
(6) -(1995 Dividends Paid Per Share - distributions from net investment
income) (or item #5)
(7) (5) + (6)
(8) (1) + (4) + (7)
(9) (ending investment value-beginning investment value)/beginning
investment value
SOURCES FOR NUMBERS USED IN FORMULAS
share price === Unit Price Worksheet
distributions from investment income === Dividend History
average outstanding shares === #of shares BOY+# of shares EOY)/2
undistributed net investment income at EOY === Phoenix system M fund screen
# of shares issued and outstanding at EOY === Unit Price Worksheet
dividends paid per share === Monthly Yield
ending and beginning investment value === Monthly Yield
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a Trustee of the
Ultra Series Fund (the "fund"), a business trust duly organized under the laws
of the State of Massachusetts, do hereby appoint, authorize, and empower Linda
L. Lilledahl and Gerald T. Conklin, severally, as my attorney and agent, for me
and in my name as a Trustee of the fund on behalf of the fund or otherwise with
full power to review, execute, deliver and file with the Securities and Exchange
Commission all necessary post-effective amendments to Form N-1A filed by the
fund, Registration No. 2-87775, as may be required under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 29th day of January , 1996.
/s/ Gwendolyn M. Boeke
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a Trustee of the
Ultra Series Fund (the "fund"), a business trust duly organized under the laws
of the State of Massachusetts, do hereby appoint, authorize, and empower Linda
L. Lilledahl and Gerald T. Conklin, severally, as my attorney and agent, for me
and in my name as a Trustee of the fund on behalf of the fund or otherwise with
full power to review, execute, deliver and file with the Securities and Exchange
Commission all necessary post-effective amendments to Form N-1A filed by the
fund, Registration No. 2-87775, as may be required under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 25th day of January , 1996.
/s/ Kevin T. Lentz
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a Trustee of the
Ultra Series Fund (the "fund"), a business trust duly organized under the laws
of the State of Massachusetts, do hereby appoint, authorize, and empower Linda
L. Lilledahl and Gerald T. Conklin, severally, as my attorney and agent, for me
and in my name as a Trustee of the fund on behalf of the fund or otherwise with
full power to review, execute, deliver and file with the Securities and Exchange
Commission all necessary post-effective amendments to Form N-1A filed by the
fund, Registration No. 2-87775, as may be required under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 25th day of January , 1996.
/s/ Alfred S. Disrud
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a Trustee of the
Ultra Series Fund (the "fund"), a business trust duly organized under the laws
of the State of Massachusetts, do hereby appoint, authorize, and empower Linda
L. Lilledahl and Gerald T. Conklin, severally, as my attorney and agent, for me
and in my name as a Trustee of the fund on behalf of the fund or otherwise with
full power to review, execute, deliver and file with the Securities and Exchange
Commission all necessary post-effective amendments to Form N-1A filed by the
fund, Registration No. 2-87775, as may be required under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 25th day of January , 1996.
/s/ Keith S. Noah
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a Trustee of the
Ultra Series Fund (the "fund"), a business trust duly organized under the laws
of the State of Massachusetts, do hereby appoint, authorize, and empower Linda
L. Lilledahl and Gerald T. Conklin, severally, as my attorney and agent, for me
and in my name as a Trustee of the fund on behalf of the fund or otherwise with
full power to review, execute, deliver and file with the Securities and Exchange
Commission all necessary post-effective amendments to Form N-1A filed by the
fund, Registration No. 2-87775, as may be required under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and to do
and perform each and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
WITNESS my hand and seal this 25th day of January , 1996.
/s/ Thomas C. Watt
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Growth and Income Series
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 90,819,574
<INVESTMENTS-AT-VALUE> 103,028,280
<RECEIVABLES> 1,296,788
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 104,325,068
<PAYABLE-FOR-SECURITIES> 2,019,146
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 167,760
<TOTAL-LIABILITIES> 2,186,906
<SENIOR-EQUITY> 56,111
<PAID-IN-CAPITAL-COMMON> 89,702,836
<SHARES-COMMON-STOCK> 5,611,047
<SHARES-COMMON-PRIOR> 3,248,703
<ACCUMULATED-NII-CURRENT> 10,991
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 159,518
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,208,706
<NET-ASSETS> 102,138,162
<DIVIDEND-INCOME> 1,762,795
<INTEREST-INCOME> 331,523
<OTHER-INCOME> 0
<EXPENSES-NET> 491,168
<NET-INVESTMENT-INCOME> 1,631,967
<REALIZED-GAINS-CURRENT> 6,556,318
<APPREC-INCREASE-CURRENT> 11,134,096
<NET-CHANGE-FROM-OPS> 19,322,381
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (280,255)
<DISTRIBUTIONS-OF-GAINS> (1,089,798)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,175,121
<NUMBER-OF-SHARES-REDEEMED> 259,097
<SHARES-REINVESTED> 446,320
<NET-CHANGE-IN-ASSETS> 2,362,344
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 355,655
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 491,168
<AVERAGE-NET-ASSETS> 71,659,287
<PER-SHARE-NAV-BEGIN> 15.06
<PER-SHARE-NII> .37
<PER-SHARE-GAIN-APPREC> 4.37
<PER-SHARE-DIVIDEND> (.37)
<PER-SHARE-DISTRIBUTIONS> (1.23)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.20
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> Balanced Series
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 100,610,619
<INVESTMENTS-AT-VALUE> 109,598,168
<RECEIVABLES> 2,154,035
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 111,752,203
<PAYABLE-FOR-SECURITIES> 714,422
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 68,823
<TOTAL-LIABILITIES> 783,245
<SENIOR-EQUITY> 75,853
<PAID-IN-CAPITAL-COMMON> 101,688,742
<SHARES-COMMON-STOCK> 7,585,243
<SHARES-COMMON-PRIOR> 5,230,875
<ACCUMULATED-NII-CURRENT> 23,449
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 193,364
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,987,550
<NET-ASSETS> 110,968,958
<DIVIDEND-INCOME> 3,152,226
<INTEREST-INCOME> 939,820
<OTHER-INCOME> 0
<EXPENSES-NET> 598,507
<NET-INVESTMENT-INCOME> 3,527,057
<REALIZED-GAINS-CURRENT> 4,247,861
<APPREC-INCREASE-CURRENT> 9,430,371
<NET-CHANGE-FROM-OPS> 17,205,289
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,519,859)
<DISTRIBUTIONS-OF-GAINS> (4,072,590)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,299,846
<NUMBER-OF-SHARES-REDEEMED> 469,326
<SHARES-REINVESTED> 523,848
<NET-CHANGE-IN-ASSETS> 2,354,368
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 434,607
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 598,507
<AVERAGE-NET-ASSETS> 87,445,482
<PER-SHARE-NAV-BEGIN> 12.90
<PER-SHARE-NII> .55
<PER-SHARE-GAIN-APPREC> 2.29
<PER-SHARE-DIVIDEND> (.55)
<PER-SHARE-DISTRIBUTIONS> (.56)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.63
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> BOND SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 12,942,480
<INVESTMENTS-AT-VALUE> 13,514,654
<RECEIVABLES> 216,953
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13,731,607
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,839
<TOTAL-LIABILITIES> 6,839
<SENIOR-EQUITY> 12,913
<PAID-IN-CAPITAL-COMMON> 13,135,332
<SHARES-COMMON-STOCK> 1,291,279
<SHARES-COMMON-PRIOR> 813,520
<ACCUMULATED-NII-CURRENT> 4,349
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 572,174
<NET-ASSETS> 13,724,768
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 690,419
<OTHER-INCOME> 0
<EXPENSES-NET> 66,319
<NET-INVESTMENT-INCOME> 624,100
<REALIZED-GAINS-CURRENT> 29,840
<APPREC-INCREASE-CURRENT> 883,542
<NET-CHANGE-FROM-OPS> 1,537,482
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 624,100
<DISTRIBUTIONS-OF-GAINS> 29,840
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 594,905
<NUMBER-OF-SHARES-REDEEMED> (179,841)
<SHARES-REINVESTED> 62,695
<NET-CHANGE-IN-ASSETS> 477,759
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 51,014
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 70,290
<AVERAGE-NET-ASSETS> 12,269,794
<PER-SHARE-NAV-BEGIN> 9.67
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> .96
<PER-SHARE-DIVIDEND> (.59)
<PER-SHARE-DISTRIBUTIONS> (.01)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.63
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> MONEY MARKET SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 11,363,235
<INVESTMENTS-AT-VALUE> 11,363,235
<RECEIVABLES> 19,156
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,382,391
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,262
<TOTAL-LIABILITIES> 8,262
<SENIOR-EQUITY> 113,742
<PAID-IN-CAPITAL-COMMON> 11,260,387
<SHARES-COMMON-STOCK> 11,374,129
<SHARES-COMMON-PRIOR> 7,799,361
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 11,374,129
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 562,355
<OTHER-INCOME> 0
<EXPENSES-NET> 62,357
<NET-INVESTMENT-INCOME> 499,998
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 499,998
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 499,998
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,248,249
<NUMBER-OF-SHARES-REDEEMED> 13,173,017
<SHARES-REINVESTED> 499,536
<NET-CHANGE-IN-ASSETS> 3,574,768
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 47,967
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 70,062
<AVERAGE-NET-ASSETS> 9,663,149
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> .00
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> .00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> TREASURY 2000 SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,273,222
<INVESTMENTS-AT-VALUE> 1,545,960
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,545,960
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 633
<TOTAL-LIABILITIES> 633
<SENIOR-EQUITY> 1,825
<PAID-IN-CAPITAL-COMMON> 1,165,764
<SHARES-COMMON-STOCK> 182,546
<SHARES-COMMON-PRIOR> 181,807
<ACCUMULATED-NII-CURRENT> 105,000
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 272,738
<NET-ASSETS> 1,545,327
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 111,658
<OTHER-INCOME> 0
<EXPENSES-NET> 6,379
<NET-INVESTMENT-INCOME> 105,279
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 161,762
<NET-CHANGE-FROM-OPS> 267,041
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43,617
<NUMBER-OF-SHARES-REDEEMED> 42,878
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 739
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,379
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,379
<AVERAGE-NET-ASSETS> 1,423,131
<PER-SHARE-NAV-BEGIN> 7.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 1.47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.47
<EXPENSE-RATIO> .45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> CAPITAL APPRECIATION STOCK SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 35,590,786
<INVESTMENTS-AT-VALUE> 39,009,539
<RECEIVABLES> 74,809
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,084,348
<PAYABLE-FOR-SECURITIES> 884,775
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 82,241
<TOTAL-LIABILITIES> 967,016
<SENIOR-EQUITY> 30,466
<PAID-IN-CAPITAL-COMMON> 34,661,052
<SHARES-COMMON-STOCK> 3,046,550
<SHARES-COMMON-PRIOR> 947,425
<ACCUMULATED-NII-CURRENT> 7,061
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,418,753
<NET-ASSETS> 38,117,332
<DIVIDEND-INCOME> 337,588
<INTEREST-INCOME> 79,700
<OTHER-INCOME> 0
<EXPENSES-NET> 156,184
<NET-INVESTMENT-INCOME> 283,910
<REALIZED-GAINS-CURRENT> 1,078,662
<APPREC-INCREASE-CURRENT> 3,744,217
<NET-CHANGE-FROM-OPS> 5,106,789
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (280,255)
<DISTRIBUTIONS-OF-GAINS> (1,089,798)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,232,821
<NUMBER-OF-SHARES-REDEEMED> 238,086
<SHARES-REINVESTED> 104,390
<NET-CHANGE-IN-ASSETS> 2,099,125
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 102,598
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 156,184
<AVERAGE-NET-ASSETS> 20,754,221
<PER-SHARE-NAV-BEGIN> 9.97
<PER-SHARE-NII> .14
<PER-SHARE-GAIN-APPREC> 2.91
<PER-SHARE-DIVIDEND> (.14)
<PER-SHARE-DISTRIBUTIONS> (.37)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.51
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
