ULTRA SERIES FUND
Supplement Dated January 17, 1997
to
Ultra Series Fund Prospectus Dated May 1, 1996 ("USF Prospectus")
1. Portfolio Manager Change. Charles R. Gibbons will resign his position as
manager of the Capital Appreciation Stock Fund and Growth and Income Stock Fund
(the "Funds"), and co-manager of the Balanced Fund effective January 31, 1997.
The Investment Adviser employees a team approach to investment management which
provides a continuity of management philosophies and strategies in cases of
staff turnover. The Funds have been solely managed or co-managed by Lawrence R.
Halverson for the past nine (9) years. In addition, Annette Helmer joined the
Investment Adviser in 1996 with over eight (8) years of experience managing
stock portfolios and is now also a co-manager of the Funds. It is not
anticipated that Mr. Gibbons' resignation will negatively affect the management
of these Funds. Effective January 31, 1997 the portfolio manager for the Capital
Appreciation Stock and Growth and Income Stock Funds will change and the 2nd and
3rd sentences of paragraph 2 of the Section entitled "The Investment Adviser" of
the USF Prospectus will be deleted and replaced with the as follows:
"Lawrence R. Halverson is also the interim primary portfolio manager of the
Capital Appreciation Stock Fund and Growth and Income Stock Fund. Annette
Helmer, is co-manager of the Capital Appreciation Stock Fund, the Growth and
Income Stock Fund and the Balanced Fund. She has been employed by the Investment
Adviser since August, 1996."
