Dear Investor:
Many investors, especially those heavily exposed to U. S. stocks, experienced
the best three months in their investing history during the quarter ended June
30, 1997. For many, it also marked the best six months ever experienced. Also,
the best twelve months. And probably twenty-four months. And three years; and
five years; and even ten years going back to June 30, 1987.
Over the ten years since June 30, 1987, the New York Stock Exchange Index has
advanced at an average annual rate of over 13% per year (as has the Ultra Series
Growth and Income Fund, the one Ultra Series stock fund with over ten years of
history). And, recall where the market was on June 30, 1987 -- heading into a
30% decline! So, these exceptional ten year returns of over 13% per year include
the "market crash" of October 1987.
There are two important messages in this remarkable record. First, the best way
to "beat" a market setback is to outlast it. Prudent investors who stayed with
their stock accumulation programs, and maybe even accelerated their purchasing
during the traumatic third and fourth quarters of 1987, came out very well. All
it took was time, and "staying the course."
The second message is stocks have come a very long way. By Thanksgiving of this
year, if the U. S. stock market merely holds at present levels, we will be able
to look back ten years to not just before the "crash" but to just after it -- to
the month-end low of November, 1987 -- and we will see that the average annual
return for this ten year period will have been, not some 13%, but over 17% per
year. U. S. stocks are selling for nearly five times what they were ten years
ago.
Here again, two messages. First, we believe it will be very hard for investors
to continuously convince themselves that these market levels are prudent. Their
recent feelings of euphoria will be replaced with at least occasional, temporary
bouts of terror. The unavoidable occasional disappointment in a company earnings
announcement, or international calamity, or major economy-impacting work
stoppage, or even just the persistence of an extreme weather pattern in the farm
belt can trigger an occasional market shock. And, the higher the market climbs,
the more frequent and more violent the shocks can be. We're at records heights,
and it's slippery at these altitudes.
The other message is that the factors driving stock prices have indeed been
extremely favorable, especially relative to ten years ago when they appeared
almost equally unfavorable. In simplest terms, these factors fall into two
categories -- those impacting expected cash returns from stocks, and those
influencing the percentage rate of return investors demand from stock
investments.
Cash returns (or companies' abilities to pay cash returns to their stockholders)
have virtually exploded in recent years as companies have benefited from vast
gains in technology, reduced their cost structures, improved their workers'
productivity and enhanced their financial structures. Lower tax rates have also
enhanced investors' "take" from stock investments, and a further significant tax
reduction is soon to be introduced.
Changes in the level of demanded returns have exerted an even greater influence.
If an investor needs an expected 10% return from stocks before he will invest, a
stock paying annual dividends of $1.00 per year (let's ignore taxes and earnings
growth) is worth $10.00. If the demanded rate declines to 7%, due to lowered
inflation expectations, to less attractive returns from alternative investments
and to generally increasing demand from fellow investors for good places to park
retirement money, that same stock is suddenly worth over $14.00!
Put these two factors together -- increasing cash returns and reduced "discount
rates" applied to those cash returns -- and you get markedly increased stock
valuations. And, these higher valuations are correct, justifiable and, so long
as the factors persist, permanent.
And that is the unanswerable question -- how long will these extremely favorable
factors persist?
Future cash flows from stocks, we believe, did move to a higher level with the
technology/productivity factors mentioned earlier. But, was this a one-time step
up in amount or a long term increase in the rate of growth of corporate earnings
and cash flows to investors? We suspect it was some of both, varying company by
company. As to the discount rate, or the return demanded from equities, this
will be driven primarily by what happens to inflation rates. Although we are
well aware of risks here, we see great significance in current U. S. demographic
trends and in the increasing fiscal responsibility in Washington. A long period
of low inflation, possibly punctuated with occasional quarters of deflation, is
a distinct possibility.
<PAGE>
The conclusion we draw is this. Investors (people who have money now who need to
preserve or expand its purchasing power for use in the long term future) would
be taking a great risk by reducing their exposure to stocks and bonds, or even
by slowing their investment accumulation programs. Markets are, indeed, "high"
relative to past levels, and they will certainly suffer shocks in the months and
years ahead. But, the factors are in place to maintain current valuation levels,
apart from the occasional shock, and to build from there, probably at more
"normal" rates, as our economy resumes its more normal historical growth
patterns in the future.
We will be "staying the course" in our management of the Ultra Series Fund
portfolios, and hope that you will be staying your course as we both work to
fulfill your lifetime financial plans.
Sincerely,
/s/ Lawrence R. Halverson
Lawrence R. Halverson, CFA
Senior Vice President
<PAGE>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
At this place, the shareholder report shows a graphic representation of how the
Capital Appreciation Stock Fund compared to several indexes. $10,000 invested on
the inception date of January 3, 1994 would have the following value as of June
30, 1997.
Capital Appreciation Stock Fund1 $19,208
S&P 500 Stock Index $20,948
Lipper Average2 $16,762
Consumer Price Index $10,981
The scale on this chart is different from the scale on the other charts in this
report because the fund's inception date is January 3, 1994.
-------------------------------------------------------------------------
Average Annual Total Return
-------------------------------------------------------------------------
---------------------------------- ---------- ---------- ----------------
6-30-96/ 6-30-92/ Since Inception
6-30-97 6-30-97 of Fund
---------------------------------- ---------- ---------- ----------------
---------------------------------- ---------- ---------- ----------------
Capital Appreciation Stock Fund3 26.83% N/A 20.50%
S&P 500 Stock Index 34.69% N/A 23.03%
Lipper Average2 15.09% N/A 17.59%
Consumer Price Index 2.30% N/A 2.75%
---------------------------------- ---------- ---------- ----------------
TEN LARGEST HOLDINGS (% of Portfolio)
Owens Illinois, Inc........ 3.4% Airtouch Communications, Inc. 3.1%
Wang Laboratories, Inc..... 3.2% Telefonos deMexico SP
EMC Corp................... 3.1% ADR - CI L............... 2.7%
U.S. West Media Group...... 3.1% Interim Services, Inc........ 2.5%
Aetna Life & Casualty Co... 3.1% K-III Communications, Inc.... 2.5%
Safeway, Inc................. 2.4%
At this place, the shareholder report contains a pie chart showing a portfolio
mix of 5.4% in short-term investments and 94.6% in common stocks.
1 Capital Appreciation Stock Fund returns on the graph are from inception,
January 3, 1994. Average Annual Total Returns are for the most recent 1, 5,
and 10 years ending June 30, 1997.
2 Lipper Performance Summary Average for Capital Appreciation Stock Funds
represents the average annual total return of all the underlying Capital
Appreciation Stock Funds in Lipper Analytical Services Variable Insurance
Products Performance Analysis Service.
3 Fund returns are calculated after mutual fund level expenses have been
subtracted, as described in the prospectus. Market indexes are not actual
investment alternatives; the returns shown reflect just the income from and
changes in value of the securities in the index and do not reflect any
deduction for the transaction costs, bid/asked spreads, management fees or
operating expenses that would be incurred in an actual indexed or managed
fund.
Figures for more than one year reflect a steady compounded rate. Actual returns
fluctuated year by year. Because principal value and investment return
fluctuate, there may be a gain or loss on withdrawal. Past performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.
<PAGE>
Management's Discussion of First Half 1997 Performance
Capital Appreciation Stock Fund
Investment Objective: Seeks a high level of long-term growth of capital by
investing in common stocks, including those of smaller companies and companies
undergoing significant change.
Management's Discussion: The U.S. stock market turned in near record first half
results, led by the large capitalization "blue chip" stocks. The Capital
Appreciation Stock Fund participated nicely in this very favorable market,
providing a return of 14.7% for the six months ended June 30. Although the
fund's investment approach of focusing on reasonably valued companies across the
small, middle and large capitalization segments of the equity market caused the
fund's return to lag the more widely cited "big cap" market indexes, the fund
did outperform the middle and small capitalization indexes and significantly
outperformed most similar funds:
USF Capital Appreciation Stock Fund 14.7%
Russell 2000 Index (Small capitalization stocks) 10.2%
Standard & Poor's 400 Index (Middle capitalization stocks) 13.0%
Russell 1000 Index (Large capitalization stocks) 18.4%
Standard & Poor's 500 Index (Large capitalization stocks) 20.6%
Lipper Average of Capital Appreciation Funds 9.7%
First half results benefited from strong performance in the health care sector,
one of the fund's most heavily weighted areas. Health care holdings averaged
17.6% of fund equities during the period, nearly twice the health care sector
weight of the S&P 400 Index and one and a half times that of the S&P 500. The
fund's health care holdings appreciated by approximately 19% during the first
half of the year, led by strong performance in pharmaceutical stocks such as
Bristol-Myers Squibb and Glaxo Wellcome. Given recent gains, pharmaceutical
stock valuations now appear less attractive and, as a result, we have trimmed
positions. We have used the proceeds from these sales to initiate positions in
Biogen (a biotechnology company) and Alza (a drug delivery/specialty
pharmaceutical company). We are currently evaluating additional investment
opportunities within the emerging, technology-oriented areas of the health care
sector and may continue to shift portfolio holdings toward these groups.
The fund also benefited from a strong showing in the communications services
sector. Portfolio holdings in this area gained over 20% during the first half,
led by a 45% gain in Telefonos de Mexico ADRs. We believe that a number of
companies within this sector are attractively valued, resulting in an
overweighted position in this sector in our portfolios. Two such holdings,
Airtouch Communications and Telefonos de Mexico ADRs, are among the fund's top
ten holdings.
Two of the biggest negative contributors to performance during the first half of
the year were our cash position and our underweighting in the financial sector,
which continued to be one of the best performing segments of the market. While
we do not actively raise cash following periods of strong market performance,
cash holdings occasionally build to levels beyond what is generally needed for
liquidity reasons. This can be attributed to an increased difficulty in finding
stocks that meet our valuation and quality criteria during periods when overall
valuation levels are at the high-end of historical ranges. While this cash build
is temporary, it can have the effect of dampening overall portfolio returns.
At present, we believe the technology, health care, communication services and
consumer staples sectors offer the most attractive investment opportunities and
we have overweighted the capital appreciation portfolios in those sectors.
Conversely, we are underweighted in the basic materials, finance and utilities
sectors as we believe many of the component stocks within those sectors are
fairly valued. After the recent strong performance of the larger capitalization
tiers of the market, we are also finding that mid-to-small capitalization stocks
appear relatively more attractive. As a result, we will likely increase our
exposure to lower market capitalization tiers.
The recent performance of financial assets like those in the fund cannot be
expected to continue indefinitely. While a near-term market setback is quite
possible, we continue to believe that attempts at market timing are rarely
successful, and are not prudent. We encourage investors to focus on the
long-term and to use any negative short-term volatility as an opportunity to
accumulate a diversified portfolio of quality, reasonably priced securities like
those we seek to provide in the Capital Appreciation Stock Fund.
Annette E. Hellmer, CFA Lawrence R. Halverson, CFA
Investment Officer Senior Vice President
CIMCO Inc. CIMCO Inc.
<PAGE>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
At this place, the shareholder report shows a graphic representation of how the
Growth and Income Stock Fund compared to several indexes. $10,000 invested on
the inception date of January 3, 1985 would have the following value as of June
30, 1997.
Growth and Income Stock Fund1 $58,686
S&P 500 Stock Index $77,881
Lipper Average2 $62,005
Consumer Price Index $15,202
- -----------------------------------------------------------------------
Average Annual Total Return
- -----------------------------------------------------------------------
- -------------------------------- ------------ ------------ ------------
6-30-96/ 6-30-92/ 6-30-87/
6-30-97 6-30-97 6-30-97
- -------------------------------- ------------ ------------ ------------
- -------------------------------- ------------ ------------ ------------
Growth and Income Stock Fund3 31.16% 18.73% 13.10%
S&P 500 Stock Index 34.69% 19.75% 14.63%
Lipper Average2 28.12% 17.76% 13.18%
Consumer Price Index 2.30% 2.72% 3.51%
- -------------------------------- ------------ ------------ ------------
TEN LARGEST HOLDINGS (% of Portfolio)
Int'l Business Machines Corp. 3.7% Columbia/HCA Healthcare Corp.. 2.8%
Aetna Life & Casualty Co...... 3.6% WMX Technologies, Inc. ..... 2.7%
Wal-Mart Stores, Inc. ........ 3.1% Allstate Corporation ........2.6%
Bristol-Myers Squibb Co. ..... 3.1% U.S. West Media Group....... 2.6%
Nabisco Holdings EMC Corp. .................. 2.5%
Corp - Class A............ 2.9%
At this place, the shareholder report contains a pie chart showing a portfolio
mix of 6.0% in short-term investments and 94.0% in common stocks.
1 Growth and Income Stock Fund returns on the graph are from inception, January
3, 1985. Average Annual Total Returns are for the most recent 1, 5, and 10
years ending June 30, 1997.
2 The Lipper Performance Summary Average for Growth and Income Stock Funds
represents the average annual total return of all the underlying Growth and
Income Stock Funds in Lipper Analytical Services Variable Insurance Products
Performance Analysis Service.
3 Fund returns are calculated after mutual fund level expenses have been
subtracted, as described in the prospectus. Market indexes are not actual
investment alternatives; the returns shown reflect just the income from and
changes in value of the securities in the index and do not reflect any
deduction for the transaction costs, bid/asked spreads, management fees or
operating expenses that would be incurred in an actual indexed or managed
fund.
Figures for more than one year reflect a steady compounded rate. Actual returns
fluctuated year by year. Because principal value and investment return
fluctuate, there may be a gain or loss on withdrawal. Past performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.
<PAGE>
Management's Discussion of First Half 1997 Performance
Growth and Income Stock Fund
Investment Objective: Seeks long term growth of capital, with income as a
secondary consideration, by investing primarily in common stocks of companies
with financial and market strengths and long term records of performance.
Management's Discussion: The U.S. stock market's strong performance of 1995 and
1996 continued in the first half of 1997, and the Growth & Income Stock Fund
participated nicely with a return of 15.7% for the six months ended June 30. The
above average market returns were led by large capitalization "blue chip"
stocks. In fact, even within this "large cap" universe, a relatively small
number of stocks accounted for the lion's share of the gains. The fund's
investment philosophy focuses its investments in reasonably valued stocks of
generally larger companies across various economic sectors. This approach
especially targets companies that have competitive positions and catalysts to
drive positive fundamental changes. Although the fund's performance lagged the
"big cap" indexes modestly, due to the narrow performance of the large
capitalization stocks, it substantially outperformed the middle and small
capitalization indexes and performed in line with similar funds.
USF Growth & Income Stock Fund 15.7%
Russell 2000 Index (Small capitalization stocks) 10.2%
Standard & Poor's 400 Index (Middle capitalization stocks) 13.0%
Russell 1000 Index (Large capitalization stocks) 18.4%
Standard & Poor's 500 Index (Large capitalization stocks) 20.6%
Lipper Average of Growth & Income Funds 15.8%
The fund's return in this period was helped by strong performance from the
consumer cyclical sector. Holdings in this sector returned 24.1% compared to
18.2% for the S&P 500's consumer cyclical sector. Leading this outperformance
was a strong showing in the retail arena where Wal-Mart and Costco posted strong
gains as these companies were able to leverage their existing store base
combined with favorable consumer sentiment. Another strong contributor to the
fund's performance was the basic materials sector which returned 18.8% vs. 13.5%
for the S&P 500's basic materials sector. The fund's weakest performing sectors
during the period were capital goods and consumer staples.
The Growth & Income Stock Fund enters the second half of 1997 with an
overweighted position in consumer staples and healthcare. The basic materials,
capital goods and finance sectors are underweighted and the remaining sectors
are near market weights. While our sector weights often differ from those of the
S&P 500, these weightings reflect the types of stocks we are finding attractive
within the context of our valuation philosophy. We do not attempt to make
general judgments about the relative prospects of various broad economic
sectors. We do, however, ensure that our portfolios remain well diversified
across economic sectors.
The first half of 1997 was plagued by increased volatility, the result of
inflation and interest rate concerns and the now famous "irrational exuberance"
phrase. The market's rebound from a near 10% correction in April and continued
gains through June 30 were the result of continued strong corporate earnings and
lack of inflation at both the consumer and producer levels. The overhanging fear
of inflation may continue to keep volatility at above average levels which
heightens the importance of maintaining a disciplined approach to investing.
The market's performance continues to be far above its historical average. The
17.4% S&P 500 return in the second quarter far outpaced the index's long term
average annual return of approximately 11%. While one should not extrapolate
these recent returns into the future, investors should not abandon their long
term investment objectives in expectation of a market setback. We see no reason
to expect a negative change in the long term performance of stocks and bonds and
therefore see less risk to the long term investor who "stays in the game" than
one who "retreats to the sidelines." The fund's focus on high quality companies
at reasonable valuations should help investors participate in further market
advances while limiting downside exposure.
Annette E. Hellmer, CFA Lawrence R. Halverson, CFA
Investment Officer Senior Vice President
CIMCO Inc. CIMCO Inc.
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
At this place, the shareholder report shows a graphic representation of how the
Balanced Fund compared to several indexes. $10,000 invested on the inception
date of January 3, 1985 would have the following value as of June 30, 1997.
Balanced Fund1 $39,893
Synthetic Index2 $44,720
Consumer Price Index $15,202
Lipper Average3 $41,398
- ------------------------------------------------------------------------
Average Annual Total Return
- ------------------------------------------------------------------------
- ------------------------------- ------------ ------------- -------------
6-30-96/ 6-30-92/ 6-30-87/
6-30-97 6-30-97 6-30-97
- ------------------------------- ------------ ------------- -------------
- ------------------------------- ------------ ------------- -------------
Balanced Fund4 16.12% 11.38% 10.10%
Synthetic Index 18.78% 12.07% 10.92%
Lipper Average3 18.94% 12.22% 10.48%
Consumer Price Index 2.30% 2.72% 3.51%
- ------------------------------- ------------ ------------- -------------
At this place, the shareholder report contains a pie chart showing a portfolio
mix of 4.3% in foreign bonds, 11.6% in short-term investments, 16.4% in
government & agency bonds, 23.3% in corporate bonds, and 44.4% in common stocks.
1 Balanced Fund returns on the graph are from inception, January 3, 1985.
Average Annual Total Returns are for the most recent 1, 5, and 10 years
ending June 30, 1997.
2 The Synthetic Index represents the average annual total returns of a
portfolio which was annually readjusted to 45% Standard and Poor's 500, 40%
Lehman Intermediate Government/Corporate Index, and 15% 90-Day Treasury
Bills.
3 The Lipper Performance Summary Average for Balanced Funds represents the
average annual total return of all the underlying Balanced Funds in Lipper
Analytical Services Variable Insurance Products Performance Analysis Service.
4 Fund returns are calculated after mutual fund level expenses have been
subtracted, as described in the prospectus. Market indexes are not actual
investment alternatives; the returns shown reflect just the income from and
changes in value of the securities in the index and do not reflect any
deduction for the transaction costs, bid/asked spreads, management fees or
operating expenses that would be incurred in an actual indexed or managed
fund.
Figures for more than one year reflect a steady compounded rate. Actual returns
fluctuated year by year. Because principal value and investment return
fluctuate, there may be a gain or loss on withdrawal. Past performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.
<PAGE>
Management's Discussion of First Half 1997 Performance
Balanced Fund
Investment Objective: Seeks a high total return through the combination of
income and capital growth by investing in common stocks of the type owned in the
Growth and Income and Capital Appreciation Stock Funds, bonds of the type owned
in the Bond Fund and money market instruments of the type owned in the Money
Market Fund.
Management's Discussion: The U. S. investment markets ranged from "so-so" for
bonds to "go-go" for large company stocks in the first half of 1997, and on
average provided investors with above average returns. The Balanced Fund
participated nicely in these favorable markets, providing a return of 8.1% for
the six months ended June 30. The fund's conservative approach of staying
invested in a diversified portfolio of reasonably valued stocks, bonds and money
market instruments provided welcome stability in the hectic, increasingly
volatile markets during this period, but it also somewhat dampened returns
relative to market indexes and similar funds with greater exposure to stocks:
USF Balanced Fund 8.1%
Synthetic Index* 10.6%
Lipper Average of Balanced Funds 10.2%
* 45% Standard & Poor's 500, 40% Lehman Intermediate Government/Corporate Index
and 15% 90-day U. S. Treasury bills.
The key factors causing a difference between the Balanced Fund's return and that
of the synthetic index were fund expenses and transaction costs (index returns
are not representative of actual investment alternatives), and the dominance of
large capitalization stocks in the S&P 500 index. These large company stocks
have, in recent months, substantially outperformed the cross section of company
sizes usually represented in portfolios such as the fund's. We believe this also
results in such more diverse portfolios being less vulnerable to a market
setback than the "big cap" indexes and expect this recent performance gap to
narrow and possibly reverse in the months ahead.
As long time investors in the Ultra Series Fund are well aware, we believe
strongly that any attempts at market timing, even when the market seems
"irrationally exuberant," are risky and imprudent for the long term investor.
For those with shorter time horizons, however, the Balanced Fund provides an
interim step on the way from "maximum exposure to growth" to "stable value"
investments. As investors approach the time when investments will be liquidated
to meet spending needs, such a fund should be considered, and programs to
facilitate this kind of gradual reallocation should be kept on schedule,
especially when markets appear "high."
Lawrence R. Halverson, CFA Annette E. Hellmer, CFA Joseph L. Gogola, CFA
Senior Vice President Investment Officer Senior Investment Officer
CIMCO Inc. CIMCO Inc. CIMCO Inc.
<PAGE>
BOND FUND OF ULTRA SERIES FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
At this place, the shareholder report shows a graphic representation of how the
Bond Fund compared to several indexes. $10,000 invested on the inception date of
January 3, 1985 would have the following value as of June 30, 1997.
Bond Fund1 $28,038
Lehman Brothers Intermediate Government/Corporate Bond Index $29,412
Lipper Average2 $25,181
Consumer Price Index $15,202
--------------------------------------------------------------------------
Average Annual Total Return
--------------------------------------------------------------------------
6-30-96/ 6-30-92/ 6-30-87/
6-30-97 6-30-97 6-30-97
-------------------------------- ------------- ------------- -------------
Bond Fund3 7.71% 6.12% 7.75%
Lehman Brothers Intermediate
Govt./Corporate Bond Index 7.23% 6.49% 8.16%
Lipper Average2 7.84% 6.38% 7.75%
Consumer Price Index 2.30% 2.72% 3.51%
-------------------------------- ------------- ------------- -------------
At this place, the shareholder report contains a pie chart showing a portfolio
mix of 6.1% in short-term investments, 30.9% in government & agency bonds, 56.7%
in corporate bonds, and 6.3% in foreign bonds.
1 Bond Fund returns on the graph are from inception, January 3, 1985. Average
Annual Total Returns are for the most recent 1, 5, and 10 years ending June
30, 1997.
2 The Lipper Performance Summary average for Short/Intermediate Investment Grade
Funds represents the average annual total return of all the underlying
Short/Intermediate Investment Grade Funds in Lipper Analytical Services
Variable Insurance Products Performance Analysis Service.
3 Fund returns are calculated after mutual fund level expenses have been
subtracted, as described in the prospectus. Market indexes are not actual
investment alternatives; the returns shown reflect just the income from and
changes in value of the securities in the index and do not reflect any
deduction for the transaction costs, bid/asked spreads, management fees or
operating expenses that would be incurred in an actual indexed or managed
fund.
Figures for more than one year reflect a steady compounded rate. Actual returns
fluctuated year by year. Because principal value and investment return
fluctuate, there may be a gain or loss on withdrawal. Past performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.
<PAGE>
Management's Discussion of First Half 1997 Performance
Bond Fund
Investment Objective: Seeks a high level of current income, consistent with the
prudent limitation of investment risk, through investment in a diversified
portfolio of fixed income securities with maturities of up to 30 years. The fund
emphasizes intermediate-term securities.
Management's Discussion: The bond market performance for the first half of 1997
reflected an erratic rise and fall in interest rates which allowed bonds to earn
their underlying coupon income while preserving most of their principal value.
For example, the long U.S. Treasury bond started the year at a yield level of
6.64%, rose to 7.17% on April 14th and closed June 30th at 6.78%, providing six
months of interest income of about 3.3% less a very small loss of principal due
to the marginal increase in interest rates. (Bond prices fall when market
interest rates rise.) The Bond Fund's conservative investment approach of
emphasizing good quality intermediate-term issues allowed it to avoid the
volatility inherent in long term bonds, and provided investors with a modest
positive total return in line with representative indexes and similar funds:
USF Bond Fund 2.7%
Lehman Brothers Aggregate Index 3.1%
Lehman Brothers Government/Corporate Index 2.7%
Lehman Brothers Intermediate Government/Corporate Index 2.8%
Lipper Average of Bond Funds 2.7%
The key factors causing a difference between the Bond Fund's return and that of
the indexes were fund expenses, which amounted to approximately .3%, and
transaction costs. Market indexes are not actual investment funds and do not
incur expenses or transaction costs.
The performance of the intermediate-term investment grade bond market in the
first six months of 1997 was a little below the long-term average return of this
financial asset class. We see no reason to believe the future performance of the
broad bond market will not be more in line with long term averages. A greater
risk to an investor's future performance is "sitting on the sidelines" or
following an undiversified investment program, rather than continuing to
accumulate a diversified portfolio of quality and value-priced securities
including those of the type held in the Bond Fund.
As we proceed into 1997, we expect to be making greater use of a CIMCO-developed
optimization model which we believe could further enhance bond portfolio
performance. This model incorporates historical return levels and performance
correlations of the various categories of bonds, modeled under multiple interest
rate scenarios to calculate expected rates of return of various bond allocations
over time. Currently, the model indicates there may be benefits to be gained by
modestly increasing the fund's holdings of mortgage-backed securities, including
interest only strips, international dollar denominated bonds, less marketable
corporate and asset-backed securities and a very modest amount of below
investment grade issues. Actual activities in the Bond Fund may or may not
include any or all of these types of investments. The fund will maintain the "A"
average credit quality rating and medium-term portfolio duration of the bonds it
owns as it continues to pursue its stated investment objective, thereby
providing the stabilizing influence in portfolios that long time investors in
the Ultra Series Fund have grown to expect.
Joseph L. Gogola, CFA Lawrence R. Halverson, CFA
Senior Investment Officer Senior Vice President
CIMCO Inc. CIMCO Inc.
<PAGE>
TREASURY 2000 FUND OF ULTRA SERIES FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
At this place, the shareholder report shows a graphic representation of how the
Treasury 2000 Fund compared to several indexes. $10,000 invested on the
inception date of July 28, 1988 would have the following value as of June 30,
1997.
Treasury 2000 Fund1 $24,415
Lipper Average2 $24,600
Consumer Price Index $14,208
Lehman Brothers Intermediate Treasury Bond Index $20,750
--------------------------------------------------------------------------
Average Annual Total Return
--------------------------------------------------------------------------
---------------------------------- ---------- ----------- ----------------
6-30-96/ 6-30-92/ Since
6-30-97 6-30-97 Inception of
Fund
---------------------------------- ---------- ----------- ----------------
---------------------------------- ---------- ----------- ----------------
Treasury 2000 Fund3 6.80% 7.77% 10.43%
Lehman Brothers Intermediate
Treasury 6.73% 6.19% 8.08%
Bond Index 7.47% 8.80% 9.93%
Lipper Average2 2.30% 2.72% 2.88%
Consumer Price Index
---------------------------------- ---------- ----------- ----------------
1 Treasury 2000 Fund returns on the graph are from inception, July 28, 1988.
Average Annual Total Returns are for the most recent 1, 5, and 10 years
ending June 30, 1997.
2 The Lipper Performance Summary Average for Target Maturity Funds represents
the average annual total return of all the underlying Target Maturity Funds in
Lipper Analytical Services Variable Insurance Products Performance Analysis
Service. The Lipper Performance Summary Average for Target Maturity Funds
covers the period from January 1, 1988 to December 31, 1996. This is not
exactly the same time frame as the Treasury 2000 Fund which began on July 29,
1988.
3 Fund returns are calculated after mutual fund level expenses have been
subtracted, as described in the prospectus. Market indexes are not actual
investment alternatives; the returns shown reflect just the income from and
changes in value of the securities in the index and do not reflect any
deduction for the transaction costs, bid/asked spreads, management fees or
operating expenses that would be incurred in an actual indexed or managed
fund.
Figures for more than one year reflect a steady compounded rate. Actual returns
fluctuated year by year. Because principal value and investment return
fluctuate, there may be a gain or loss on withdrawal. Past performance is not
predictive of future results. This material must be preceded or accompanied by a
current prospectus. Current prospectuses are mailed to existing policyholders.
<PAGE>
Management's Discussion of First Half 1997 Performance
Treasury 2000 Fund
Investment Objective: Seeks safety of capital and a relatively predictable
payout upon portfolio maturity, primarily by investing in Stripped Treasury
Securities.
Management's Discussion: The bond market performance for the first half of 1997
reflected an erratic rise and fall in interest rate levels. The Treasury 2000
Fund's investment approach of remaining invested exclusively in U.S. Treasury
Strips or similar coupon securities with a maturity date of November 15, 2000,
produced a return in line with representative indexes and similar funds:
USF Treasury 2000 Fund 2.3%
Lehman Intermediate Treasury Bond Index 2.7%
Lipper Average of Target Maturity Funds 2.2%
The fund's marginally longer duration (3.4 versus 3.1 for the index) during a
period of slightly rising interest rates had a modest negative impact on return.
However, the average target maturity fund represented in the Lipper average had
a duration even marginally longer than the fund's, producing a slightly lower
return than the fund's for this peer group average.
An additional factor influencing the fund's return relative to the market index
was fund expenses, which amounted to approximately .2% for this six month
period. Market indices are not actual investment funds and do not bear either
expenses or transaction costs.
Between now and the November 15, 2000, maturity and distribution date, the
fund's returns will reflect changes in market interest rate levels, but will be
primarily impacted by the appreciation of the fund's investment securities to
their face value at maturity.
The performance in the first half of 1997 of fixed income financial assets like
those in the fund was below the long-term averages. We see no reason why the
future performance of the broad bond market will not be more in line with
historical averages. A greater risk to an investor's future performance may be
"sitting on the sidelines" or following an undiversified investment program,
rather than continuing to accumulate a diversified portfolio of quality and
value-priced securities including those of the type held in the Treasury 2000
Fund.
Joseph L. Gogola, CFA Lawrence R. Halverson, CFA
Senior Investment Officer Senior Vice President
CIMCO Inc. CIMCO Inc.
<PAGE>
<TABLE>
<CAPTION>
ULTRA SERIES FUND
Statement of Assets and Liabilities
June 30, 1997
(Unaudited)
Capital Growth and Money Treasury
Appreciation Income Stock Balanced Bond Market 2000
Assets: Stock Fund Fund Fund Fund Fund Fund
---------- ---- ---- ---- ---- ----
Investments in securities, at value,
(note 2) - see accompanying schedule
<S> <C> <C> <C> <C> <C> <C>
(cost $116,723,300) $144,379,764 $ -- $ -- $ -- $ -- $ --
(cost $266,033,922) -- 340,204,974 -- -- -- --
(cost $224,544,397) -- -- 251,548,881 -- -- --
(cost $35,731,470) -- -- -- 35,696,541 -- --
(cost $29,771,403) -- -- -- -- 29,771,403 --
(cost $1,444,735) -- -- -- -- -- 1,624,622
Receivable for securities sold 1,625,340 1,376,791 610,504 -- -- --
Accrued interest receivable 135,763 559,926 1,701,413 559,251 -- --
Accrued dividends receivable -- -- 154,315 -- -- --
----------- ----------- ----------- ---------- ---------- ----------
Total assets 146,140,867 342,141,691 254,015,113 36,255,792 29,771,403 1,624,622
----------- ----------- ----------- ---------- ---------- ----------
Liabilities:
Payable for securities purchased 1,112,533 586,083 3,017,812 -- -- --
Dividends payable -- -- -- -- 12,289 --
Accrued expenses 94,727 167,609 144,252 16,428 11,090 4,123
----------- ----------- ----------- ---------- ---------- ----------
Total liabilities 1,207,260 753,692 3,162,064 16,428 23,379 4,123
----------- ----------- ----------- ---------- ---------- ----------
Net assets applicable to outstanding
capital stock $144,933,607 $341,387,999 $250,853,049 $36,239,364 $29,748,024 $1,620,499
=========== =========== =========== ========== ========== ==========
Represented by:
Capital stock, par value $.01 $86,774 $138,995 $153,227 $34,675 $297,480 $1,833
Additional paid-in capital 115,253,547 261,655,737 219,544,105 35,670,620 29,450,544 1,438,779
Undistributed net investment income 245,028 1,114,420 2,281,548 553,653 -- --
Undistributed net realized gain
(loss) on investments 1,691,794 4,307,795 1,869,685 15,345 -- --
Unrealized appreciation
(depreciation) on investments 27,656,464 74,171,052 27,004,484 (34,929) -- 179,887
----------- ----------- ----------- ---------- ---------- ----------
Total net assets - representing
net assets applicable to outstanding
capital stock $144,933,607 $341,387,999 $250,853,049 $36,239,364 $29,748,024 $1,620,499
=========== =========== =========== ========== ========== ==========
Number of shares issued and
outstanding (note 5) 8,677,416 13,899,526 15,322,706 3,467,457 29,748,024 183,351
=========== =========== =========== ========== ========== ==========
Net asset value per share of
outstanding capital stock (note 2) $16.70 $24.56 $16.37 $10.45 $1.00 $8.84
=========== =========== =========== ========== ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities
June 30, 1997
(Unaudited)
CAPITAL APPRECIATION STOCK % Net Quality Annualized Maturity Par
FUND INVESTMENTS: Assets Rating* Yield Date Amount Value
------ ------- ----- ---- ------ -----
Short-Term Investments:
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper/Savings: 5.0%
CIT Group Holdings A-1/P-1 5.63% Jul 07, 1997 $1,000,000 $999,082
Ford Motor Credit Corporation A-1/P-1 5.66% Jul 02, 1997 2,000,000 1,998,616
Interstate Power A-1/P-1 5.68% Aug 19, 1997 1,700,000 1,687,158
Merrill Lynch Capital Markets A-1+/P-1 5.74% Jul 11, 1997 1,000,000 998,431
Morgan Stanley, Dean Witter,
Discover and Co. A-1/P-1 5.64% Jul 21, 1997 1,200,000 1,196,313
State Street Bank & Trust 5.25% 352,405 352,405
---------
TOTAL SHORT-TERM INVESTMENTS,
AT COST $7,232,005
---------
% Net
Long-Term Investments: Assets Shares Value
<S> <C> <C> <C>
Common Stocks: 94.6%
Building Materials: 1.7%
Raychem Corporation 32,300 $2,402,312
---------
Forest Products/Paper: 2.5%
Georgia Pacific Corp. 22,300 1,903,862
Willamette Industries 23,500 1,645,000
---------
Forest Products/Paper total 3,548,862
---------
Insurance: 4.7%
Aetna, Inc. 43,800 4,484,025
Allstate Corporation 31,102 2,270,446
---------
Insurance total 6,754,471
---------
Banks: 2.3%
Banc One Corporation 37,600 1,821,250
Bankers Trust New York Corp. 17,000 1,479,000
---------
Banks total 3,300,250
---------
Investment Banking/Brokerage: 8.2%
A. G. Edwards, Inc. 47,700 2,039,175
Morgan Stanley, Dean Witter,
Discover and Co. 22,400 964,600
Everest Reinsurance Holdings, Inc. 65,700 2,603,362
Mutual Risk Management Ltd. 73,833 3,387,089
Salomon Inc. 51,100 2,842,438
---------
Investment Banking/Brokerage total 11,836,664
---------
Drugs/Health Care: 9.3%
Biogen Inc.*** 25,200 853,650
Bristol-Myers Squibb Co. 33,400 2,705,400
Centocor Inc.*** 57,100 1,773,669
Glaxo Wellcome PLC - ADR 76,700 3,207,018
MedPartners, Inc.*** 74,252 1,605,700
Pharmacia & Upjohn, Inc. 56,500 1,963,375
United Healthcare Corporation 27,500 1,430,000
---------
Drugs/Health Care total 13,538,812
---------
Hospital Management/Supplies: 2.3%
Biomet, Inc. 68,700 1,279,538
Columbia/HCA Healthcare Corp. 53,400 2,099,287
---------
Hospital Management/Supplies total 3,378,825
---------
Retail - Discount: 1.3%
Price/Costco, Inc.*** 22,600 742,975
Wal-Mart Stores, Inc. 34,300 1,159,769
---------
Retail-Discount total 1,902,744
---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
CAPITAL APPRECIATION STOCK % Net
FUND INVESTMENTS, CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Retail - Drug: 2.1%
Rite Aid Corporation 61,200 $3,052,350
---------
Retail-Grocery: 2.4%
Safeway, Inc.*** 76,400 3,523,950
---------
Media: 4.6%
Banta Corporation 43,600 1,182,650
Cognizant Corp. 36,700 1,486,350
Dun & Bradstreet Corp. 15,700 412,125
K-III Communications, Inc.*** 295,800 3,549,600
---------
Media total 6,630,725
---------
Foods - Products & Service: 5.7%
General Mills Inc. 26,500 1,725,813
Hudson Foods, Inc. 27,300 445,331
Nabisco Holdings Corp. - Class A 62,600 2,496,175
Sara Lee Corp 26,100 1,086,413
Tyson Foods, Inc. - Class A 129,650 2,479,556
---------
Foods - Products & Service total 8,233,288
---------
Auto-Related: 1.4%
General Motors Corporation 16,500 918,844
Strattec Security Corp.*** 50,250 1,036,406
---------
Auto-Related total 1,955,250
---------
Apparel/Textile: 2.0%
Nine West Group, Inc.*** 74,800 2,856,425
---------
Office Equipment/Computers: 9.5%
Amdahl Corp.*** 43,000 378,938
EMC Corp.*** 114,800 4,477,200
International Business Machines Corp. 22,300 2,011,181
Seagate Technology, Inc.*** 64,300 2,262,556
Wang Laboratories, Inc.*** 216,400 4,612,025
---------
Office Equipment/Computers total 13,741,900
---------
Electronics-Semiconductors: 2.6%
Dallas Semiconductor Corporation 52,600 2,064,550
Micron Technology, Inc.*** 43,200 1,725,300
---------
Electronics-Semiconductors total 3,789,850
---------
Electronics: 1.3%
Texas Instruments, Inc. 22,600 1,899,812
---------
Pollution Control: 1.9%
Waste Management Inc. 84,900 2,727,412
---------
Oil/Oil Service: 5.9%
Exxon Corp. 26,200 1,611,300
Occidental Petroleum Corp. 92,000 2,305,750
Unocal Corp. 61,800 2,398,613
USX-Marathon Group 78,400 2,263,800
---------
Oil/Oil Service total 8,579,463
---------
Containers: 3.4%
Owens Illinois, Inc.*** 158,500 4,913,500
---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
CAPITAL APPRECIATION STOCK % Net
FUND INVESTMENTS, CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Chemicals: 2.1%
Dow Chemical Company 14,900 $1,298,163
Kerr-Mcgee Corporation 9,400 595,725
Lyondell Petrochemical Company 53,300 1,162,606
---------
Chemicals total 3,056,494
---------
Transportation: 0.6%
Delta Air Lines, Inc. 6,400 $524,800
Midwest Express Holdings, Inc.*** 14,550 398,306
---------
Transportation total 923,106
---------
Telecommunications: 10.3%
Airtouch Communications, Inc.*** 161,600 4,423,800
Cox Communications, Inc.*** 83,100 1,994,400
Telefonos deMexico SP ADR - Cl L 82,900 3,958,475
U.S. West Media Group*** 221,000 4,475,250
---------
Telecommunications total 14,851,925
---------
Utilities-Telephone: 2.2%
Ameritech Corporation 22,000 1,494,625
Bell Atlantic Corporation 21,650 1,642,694
---------
Utilities-Telephone total 3,137,319
---------
Utilities-Electric: 0.7%
Pacific Gas & Electric Company 43,000 1,042,750
---------
Diversified Companies: 1.3%
Rockwell International Corporation 33,000 1,947,000
---------
Miscellaneous: 2.5%
Interim Services, Inc.*** 81,400 3,622,300
---------
TOTAL COMMON STOCKS,
(COST: $109,491,295) $137,147,759
-----------
TOTAL INVESTMENTS, CAPITAL APPRECIATION
STOCK FUND (COST: $116,723,300)** $144,379,764
===========
<FN>
See accompanying notes to investments in securities.
*Moody's/Standard & Poors' quality ratings (unaudited). See the current
Prospectus and Statement of Additional Information for a complete description of
these ratings.
**At June 30, 1997, the cost of securities for federal income tax purposes was
$116,723,300. The aggregate unrealized appreciation and depreciation of
investments in securities based on this cost were:
Gross unrealized appreciation................... $29,407,665
Gross unrealized depreciation................... (1,751,201)
---------
Net unrealized appreciation..................... $27,656,464
=========
***This Security is not income producing.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
GROWTH AND INCOME STOCK % Net Quality Annualized Maturity Par
FUND INVESTMENTS: Assets Rating* Yield Date Amount Value
------ ------- ----- ---- ------ -----
Short-Term Investments:
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper/Savings: 5.3%
BellSouth Telephone Inc A-1+/P-1 5.58% July 07, 1997 $827,000 $825,736
CIT Group Holdings A-1/P-1 5.63% July 29, 1997 1,000,000 995,699
Ford Motor Credit Company A-1/P-1 5.63% Aug 25, 1997 4,116,000 4,106,211
GE Capital Corp A-1+/P-1 5.67% July 22, 1997 5,000,000 4,974,129
McGraw Hill Companies A-1/P-1 5.46% July 11, 1997 2,000,000 1,997,011
Merrill Lynch & Co Inc A-1+/P-1 5.65% July 10, 1997 4,750,000 4,741,852
State Street Bank & Trust 5.25% 328,962 328,962
----------
TOTAL COMMERCIAL PAPER/
SAVINGS, AT COST $17,969,600
----------
Quasi-Government/Government Sponsored: 0.4%
Federal National Mortgage Association
Discount Notes 5.62% Oct 16, 1997 $1,500,000 $1,475,702
---------
% Net
Long-Term Investments: Assets Shares Value
<S> <C> <C> <C>
Common Stocks: 94.0%
Forest Products/Paper: 2.2%
Georgia Pacific Corp. 51,800 $4,422,425
International Paper Company 63,600 3,088,575
---------
Forest Products/Paper total 7,511,000
---------
Insurance: 7.5%
Aetna Inc. 119,500 12,233,813
Allstate Corporation 123,219 8,994,987
Everest Reinsurance Holdings, Inc. 110,400 4,374,600
---------
Insurance total 25,603,400
---------
Banks: 3.8%
Banc One Corporation 166,500 8,064,844
Bankers Trust New York Corp. 55,500 4,828,500
---------
Banks total 12,893,344
---------
Investment Banking/Brokerage: 3.7%
A. G. Edwards, Inc. 74,100 3,167,775
Morgan Stanley, Dean Witter,
Discover and Co. 77,000 3,315,813
Salomon Inc. 108,800 6,052,000
---------
Investment Banking/Brokerage total 12,535,588
---------
Drugs/Health Care: 9.2%
American Home Products Corporation 86,900 6,647,850
Bristol-Myers Squibb Co. 129,000 10,449,000
Glaxo Wellcome PLC - ADR 186,000 7,777,125
Pharmacia & Upjohn, Inc. 68,000 2,363,000
United Healthcare Corp. 82,600 4,295,200
---------
Drugs/Health Care total 31,532,175
---------
Hospital Management/Supplies: 2.8%
Columbia/HCA Healthcare Corp. 238,606 9,380,198
---------
Retail - Discount: 3.6%
Price/Costco, Inc.*** 52,500 1,725,938
Wal-Mart Stores, Inc. 310,900 10,512,306
---------
Retail - Discount total 12,238,244
---------
Retail - Drug: 1.6%
CVS Corporation 106,996 5,483,545
---------
<PAGE>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
GROWTH AND INCOME STOCK % Net
FUND INVESTMENTS, CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Media: 2.7%
Banta Corporation 99,900 $2,709,787
Cox Communications, Inc.*** 144,900 3,477,600
Dun & Bradstreet Corp. 109,900 2,884,875
----------
Media total 9,072,262
Foods - Products & Service: 8.4%
General Mills Inc. 105,600 6,877,200
Nabisco Holdings Corp. - Class A 243,500 9,709,563
Sara Lee Corp. 153,000 6,368,625
Tyson Foods Inc., - Class A 306,400 5,859,900
----------
Foods - Products & Service total 28,815,288
----------
Auto-Related: 1.8%
Echlin, Inc. 74,900 2,696,400
General Motors Corporation 64,000 3,564,000
----------
Auto-Related total 6,260,400
----------
Office Equipment/Computers: 9.1%
Amdahl Corp.*** 65,700 578,981
Computer Associates International, Inc. 130,600 7,272,788
EMC Corp.*** 214,300 8,357,700
International Business Machines Corp. 139,300 12,563,119
Seagate Technology, Inc.*** 60,800 2,139,400
----------
Office Equipment/Computers total 30,911,988
----------
Electronics: 3.4%
Phillips Electronics N.V.*** 65,000 4,671,875
Texas Instruments, Inc. 84,000 7,061,250
----------
Electronics total 11,733,125
----------
Pollution Control: 2.7%
Waste Management Inc. 289,200 9,290,550
----------
Oil/Oil Service: 7.8%
Amoco Corporation 41,850 3,638,334
Exxon Corp. 103,000 6,334,500
Occidental Petroleum Corp. 156,100 3,912,256
Texaco Inc. 26,400 2,871,000
Unocal Corp. 122,500 4,754,531
USX-Marathon Group 174,600 5,041,575
----------
Oil/Oil Service total 26,552,196
Containers: 2.1%
Owens-Illinois, Inc.*** 230,300 7,139,300
----------
Chemicals: 3.8%
Dexter Corporation 191,400 6,124,800
Dow Chemical Company 79,700 6,943,862
----------
Chemicals total 13,068,662
----------
Railroad: 1.1%
Burlington Northern Santa Fe 42,600 3,828,675
----------
Transportation: 0.6%
Delta Air Lines, Inc. 24,100 1,976,200
----------
Telecommunications: 4.0%
Airtouch Communications, Inc.*** 171,800 4,703,025
U.S. West Media Group*** 438,700 8,883,675
----------
Telecommunications total 13,586,700
----------
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
GROWTH AND INCOME STOCK % Net
FUND INVESTMENTS, CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Utilities-Telephone: 5.2%
Ameritech Corporation 83,700 $5,686,369
Bell Atlantic Corporation 107,150 8,130,006
GTE Corp. 90,300 3,961,913
----------
Utilities-Telephone total 17,778,288
----------
Utilities-Electric: 2.6%
Duke Power Company 57,500 2,756,406
Northern States Power Company 40,000 2,070,000
Pacific Gas & Electric Company 173,100 4,197,675
----------
Utilities-Electric total 9,024,081
----------
Diversified Companies: 2.8%
Alexander & Baldwin, Inc. 57,800 1,510,025
Rockwell International Corp. 137,000 8,083,000
----------
Diversified Companies total 9,593,025
----------
Miscellaneous: 1.5%
General Signal Corporation 113,500 4,951,438
----------
TOTAL COMMON STOCKS
(COST: $246,588,619) $320,759,672
-----------
TOTAL INVESTMENTS, GROWTH AND
INCOME STOCK FUND (COST: $266,033,922)** $340,204,974
===========
See accompanying notes to investments in securities.
<FN>
*Moody's/Standard & Poors' quality ratings (unaudited). See the current
Prospectus and Statement of Additional Information for a complete description of
these ratings.
**At June 30, 1997, the cost of securities for federal income tax purposes was
$266,033,922. The aggregate unrealized appreciation and depreciation of
investments in securities based on this cost were:
Gross unrealized appreciation.......................$75,425,279
Gross unrealized depreciation.......................(1,254,227)
----------
Net unrealized appreciation.........................$74,171,052
==========
***This Security is not income producing.
</FN>
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
% Net Quality Annualized Maturity Par
BALANCED FUND INVESTMENTS: Assets Rating* Yield Date Amount Value
------ ------- ----- ---- ------ -----
Short-Term Investments:
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper/Savings: 9.9%
CIT Group Holdings A-1/P-1 5.66% Jul 28, 1997 $2,300,000 $2,290,443
Ford Motor Credit Corporation A-1/P-1 5.64% Jul 03, 1997 3,500,000 3,497,081
General Electric Capital Corporation A-1+/P-1 5.65% July 11, 1997 4,995,000 4,969,549
Interstate Power Company A-1/P-1 5.68% Aug 26, 1997 2,500,000 2,478,417
McGraw Hill Companies A-1/P-1 5.62% Aug 11, 1997 2,000,000 1,987,654
Merrill Lynch & Co., Inc A-1+/P-1 5.71% Sep 03, 1997 5,000,000 4,975,753
Pepsico, Inc A-1/P-1 5.57% Jul 09, 1997 2,000,000 1,997,564
State Street Bank and Trust 5.25% 2,531,034 2,531,034
----------
TOTAL COMMERCIAL PAPER/SAVINGS $24,727,495
----------
Quasi-Government/Government Sponsored: 2.1%
Federal Home Loan Bank Discount Notes 5.33% July 8, 1997 3,000,000 2,996,990
Federal National Mortgage Disc Note 5.55% Sep 10, 1997 2,000,000 1,978,976
----------
TOTAL QUASI-GOVERNMENT/
GOVERNMENT SPONSORED 4,975,966
----------
TOTAL SHORT-TERM INVESTMENTS,
AT COST $29,703,461
----------
% Net Quality Coupon Maturity Par
Long-Term Investments: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Government Guaranteed - U.S.: 3.6%
U.S. Treasury Notes AAA 8.500 Feb 15, 2000 $500,000 $527,500
U.S. Treasury Notes AAA 7.875 Nov 15, 1999 500,000 518,594
U.S. Treasury Notes AAA 7.500 Nov 15, 2001 1,000,000 1,042,500
U.S. Treasury Notes AAA 7.875 Apr 15, 1998 1,000,000 1,016,563
U.S. Treasury Notes AAA 5.500 Apr 15, 2000 500,000 491,251
U.S. Treasury Notes AAA 7.125 Sep 30, 1999 900,000 918,844
U.S. Treasury Notes AAA 5.875 Feb 15, 2004 850,000 823,704
U.S. Treasury Notes AAA 5.750 Aug 15, 2003 700,000 676,157
U.S. Treasury Notes AAA 6.500 May 15, 2005 1,100,000 1,098,626
U.S. Treasury Notes AAA 6.500 Aug 15, 2005 700,000 698,469
U.S. Treasury Notes AAA 5.875 Nov 15, 2005 1,350,000 1,292,204
----------
TOTAL GOVERNMENT GUARANTEED- U.S.
(COST: $9,226,623) $9,104,412
----------
Quasi-Government/Government Sponsored: 12.8%
Federal Home Loan Bank AAA 6.000 Feb 20, 2007 $5,000,000 $4,824,280
Federal Home Loan Mortgage Corp. 1455 HA AAA 7.900 Jun 15, 2021 3,344,000 3,506,686
Federal Home Loan Mortgage Corp. 1378 H AAA 10.000 Jan 15, 2021 2,250,000 2,538,740
Federal Home Loan Mortgage Corp. AAA 6.500 Nov 25, 2002 4,500,000 4,353,435
Federal Home Loan Mortgage Corp. AAA 6.440 Jan 28, 2000 250,000 250,965
FNMA Pass Through Cert. AAA 8.000 Feb 01, 2002 87,933 90,050
FNMA Pass Through Cert. AAA 8.400 Nov 25, 2019 1,600,000 1,668,189
Federal National Mortgage Assn. 93-62 D AAA 7.000 Jun 25,2021 4,000,000 3,901,720
Federal National Mortgage Assn. 96-M6 AAA 7.750 Sep 17, 2023 4,000,000 4,091,240
Federal National Mortgage Assn. 91-137 AAA 7.000 Oct 25, 2021 4,000,000 3,960,240
Federal National Mortgage Assn. G93-8 P AAA 6.500 July 25, 2018 2,000,000 1,971,380
Private Export Funding AAA 5.500 Mar 15, 2001 1,000,000 969,308
----------
TOTAL QUASI-GOVERNMENT/GOVERNMENT
SPONSORED (COST: $32,230,741) $32,126,233
----------
Foreign Bonds:
Sovereign Issues: 4.3%
Argentina Global Bond B1/BB 8.375 Dec 20, 2003 $4,250,000 $4,335,000
Ministry of Finance - Russia BAA2/BB- 10.000 Jun 26, 2007 2,500,000 2,500,000
United Mexican States BAA3/BBB- 7.875 Aug 06, 2001 4,000,000 4,016,400
----------
TOTAL SOVEREIGN ISSUES (COST: $10,715,960) $10,851,400
----------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net Quality Coupon Maturity Par
CONTINUED: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Nonconvertible Corporate Bonds: 23.3%
Building Materials: 0.1%
Stanley Works A2/A 7.375 Dec 15, 2002 $250,000 $257,117
--------
Drug/Health Care: 0.8%
Abbott Laboratories, Inc. AA1/AAA 6.800 May 15, 2005 500,000 502,511
American Home Products, Corp. A2/A- 7.700 Feb 15, 2000 1,000,000 1,030,401
Bergen Brunswig BAA1/A- 7.250 Jun 01, 2005 500,000 503,384
--------
Drug/Health Care total 2,036,296
--------
Electronics: 0.4%
Raytheon Co. BAA1/BBB 6.500 Jul 15, 2005 500,000 481,445
Texas Instruments, Inc. A3/A 9.000 Mar 15, 2001 500,000 538,826
--------
Electronics total 1,020,271
--------
Forest Products/Paper: 1.6%
Champion International Corp. BAA1/BBB 9.875 Jun 01, 2000 250,000 271,278
Champion International Corp. BAA1/BBB 7.100 Sep 01, 2005 1,550,000 1,554,210
International Paper A3/A- 7.875 Aug 01, 2006 500,000 524,340
Kimberly Clark Corp. AA2/AA 9.000 Aug 01, 2000 750,000 801,986
Weyerhaeuser Company A2/A 8.375 Feb 15, 2007 800,000 883,072
--------
Forest Products/Paper total 4,034,886
--------
Hospital Supplies: 0.4%
Baxter International, Inc. A3/A 7.625 Nov 15, 2002 250,000 259,006
Columbia/HCA Healthcare Corporation A2/A- 6.910 Jun 15, 2005 700,000 696,642
--------
Hospital Supplies total 955,648
--------
Insurance/Casualty: 0.6%
Lincoln National Corp. A2/A 7.250 May 15, 2005 500,000 504,020
Equitable Life Assoc A2/A 6.950 Dec 01, 2005 1,000,000 984,018
--------
Insurance/Casualty total 1,488,038
--------
Investment Banking/Brokerage: 4.0%
Morgan Stanley, Dean Witter,
Discover and Co. A1/A+ 6.250 Mar 15, 2000 200,000 199,089
Morgan Stanley, Dean Witter,
Discover and Co. A1/A+ 6.300 Jan 15, 2006 3,000,000 2,847,978
Donaldson, Lufkin Jenrette, Inc. BAA1/A- 6.875 Nov 01, 2005 300,000 291,826
Donaldson, Lufkin Jenrette, Inc. BAA1/A- 5.625 Feb 15, 2016 500,000 480,556
Merrill Lynch & Co., Inc. AA3/AA- 6.250 Jan 15, 2006 650,000 615,009
Merrill Lynch & Co., Inc. AA3/AA- 7.000 Mar 15, 2006 1,000,000 995,550
Paine Webber Group BAA1/BBB+ 6.750 Feb 01, 2006 1,000,000 960,466
Salomon Inc. BAA1/BBB 6.700 Dec 01, 1998 650,000 653,195
Salomon Inc. BAA1/BBB 7.125 Aug 01, 1999 1,000,000 1,011,385
Salomon Inc. BAA1/BBB 7.200 Feb 01, 2004 1,500,000 1,495,308
Salomon Inc. BAA1/BBB 6.875 Dec 15, 2003 600,000 589,838
--------
Investment Banking/Brokerage total 10,140,200
--------
Finance Co. - Consumer Loan: 0.6%
American General Finance A2/A+ 7.125 Dec 01, 1999 500,000 507,462
Household Finance Co. A2/A 7.125 Sep 01,2005 500,000 499,726
Norwest Financial Inc. AA3/AA- 7.875 Feb 15, 2002 500,000 521,429
--------
Finance Co. - Consumer Loan total 1,528,617
--------
Mortgage Related Securities: 0.5%
Prudential Home Funding AAA 6.050 Apr 25, 2024 1,500,000 1,324,980
--------
Cosmetics/Personal Care: 0.1%
Gillette Co. AA3/AA 5.750 Oct 15, 2005 300,000 280,642
--------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net Quality Coupon Maturity Par
CONTINUED: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Leisure Time: 0.4%
Walt Disney Company A2/A 6.750 Mar 30, 2006 $1,000,000 $990,392
--------
Media: 0.1%
McGraw-Hill, Inc. A1 9.430 Sep 01, 2000 250,000 268,774
--------
Publishing-News: 0.2%
Knight Ridder, Inc. A3/A 8.500 Sep 01, 2001 500,000 523,010
--------
Retail-Department: 0.2%
Dayton Hudson Corp. BAA1/BBB+ 9.750 Nov 01, 1998 500,000 521,506
--------
Foods-Products & Services: 0.4%
Archer Daniels Midland AA2/AA- 6.250 May 15, 2003 500,000 487,657
Sysco Corporation A1/AA- 6.500 Jun 15, 2005 585,000 571,853
--------
Foods-Products & Services total 1,059,510
--------
Beverage/Confect/Tobacco: 0.3%
Coca-Cola Co. AA3/AA 6.000 Jul 15, 2003 500,000 482,430
Pepsico Inc. A1/A 6.125 Jan 15, 1998 250,000 250,895
--------
Beverage/Confect/Tobacco total 733,325
--------
Auto-Related: 1.6%
Borg-Warner Automotive BAA2/BBB+ 7.000 Nov 01, 2006 1,150,000 1,136,370
Ford Motor Company A1/A+ 7.500 Nov 15, 1999 500,000 511,124
Ford Motor Company A1/A+ 7.250 Oct 01, 2008 2,000,000 2,016,120
General Motors Corporation A3/A- 7.000 Jun 15, 2003 300,000 302,626
--------
Auto-Related total 3,966,240
--------
Hotel & Motel: 0.4%
Marriott International, Inc. BAA1/BBB+ 7.125 Jun 01, 2007 1,000,000 989,846
--------
Electrical Equipment: 0.2%
Emerson Electric Co. AA1/AA+ 6.300 Nov 01, 2005 500,000 483,154
--------
Electric Household Appliances: 0.1%
Maytag Corporation BAA1/BBB+ 9.750 May 15, 2002 250,000 279,124
--------
Finance-Diversified: 0.5%
Dow Capital B.V. A1/A 7.125 Jan 15, 2003 250,000 252,814
Ford Motor Credit Co. A1/A+ 6.125 Jan 09, 2006 1,000,000 937,716
--------
Finance-Diversified total 1,190,530
--------
Engineering/Construction Services: 0.4%
Foster Wheeler Corp. BAA2/BBB 6.750 Nov 15, 2005 1,000,000 973,532
--------
Machinery/Tools: 0.5%
Giddings & Lewis BA1/BBB 7.500 Oct 01, 2005 500,000 495,066
Ingersoll Rand Company A2/A 6.480 Jun 01. 2025 700,000 685,994
--------
Machinery/Tools total 1,181,060
--------
Office Equipment/Computers: 0.3%
International Business Machines A1/A 6.375 Jun 15, 2000 500,000 499,375
Xerox Corporation A2/A 7.150 Aug 01, 2004 300,000 303,925
--------
Office Equipment/Computers total 803,300
--------
Telecommunications: 0.2%
Cox Communications BAA2/A- 6.875 Jun 15, 2005 500,000 493,824
--------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net Quality Coupon Maturity Par
CONTINUED: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Oil/Oil Service: 1.0%
Enron Corp. BAA2/BBB+ 7.625 Sep 10, 2004 $500,000 $515,749
Mobil Corporation AA2/AA 8.375 Feb 12, 2001 500,000 529,472
Shell Oil Company AA1/AA 6.625 Jul 01, 1999 300,000 301,742
Shell Canada, Ltd. A1/AA 8.875 Jan 14, 2001 500,000 536,110
Union Oil California BAA1/BBB+ 7.200 May 15, 2005 500,000 505,198
--------
Oil/Oil Service total 2,388,271
--------
Chemicals: 0.5%
PPG Industries, Inc. A1/A 6.875 Aug 01, 2005 500,000 501,622
Union Carbide Corporation BAA2/BBB 6.790 Jun 01, 2025 700,000 694,049
--------
Chemicals total 1,195,671
--------
Specialty Chemicals: 0.2%
Praxair, Inc. A3/BBB+ 6.850 Jun 15, 2005 500,000 497,008
--------
Transportation: 3.0%
American Airlines A3/BBB 8.040 Sep 16, 2011 1,000,000 1,021,342
Burlington Northern Inc. BAA2/BBB 7.400 May 15, 1999 500,000 509,142
Delta Air Lines BAA1/BBB 8.540 Jan 02, 2007 1,478,492 1,555,980
Federal Express A3/BBB+ 7.850 Jan 30, 2015 995,992 1,022,216
Federal Express A3/BBB+ 7.890 Sep 23, 2008 500,000 518,125
Golden State Petroleum Transport Corp. AA2/BBB 8.040 Feb 01, 2019 2,000,000 1,986,600
Union Pacific Co. BAA2/BBB 6.250 Mar 15, 1999 500,000 499,634
United Airlines BAA1/BBB 9.020 Apr 19, 2012 472,313 511,213
--------
Transportation total 7,624,252
--------
Aerospace/Defense: 0.7%
Lockheed Martin A3/BBB+ 6.850 May 15, 2001 1,250,000 1,254,060
Rockwell International Corp. A1/AA 7.625 Feb 17, 1998 500,000 505,222
--------
Aerospace/Defense total 1,759,282
--------
Utilities-Natural Gas Distribution: 0.3%
Laclede Gas Co. AA3/AA- 6.250 May 01, 2003 700,000 681,523
--------
Utilities-Telephone: 1.5%
Alltel Corporation A2/A+ 7.250 Apr 01, 2004 500,000 507,399
BellSouth Telecommunications, Inc. AAA/AAA 6.500 Feb 01, 2000 250,000 250,625
BellSouth Telecommunications, Inc. AAA/AAA 6.500 Jun 15, 2005 350,000 342,934
Bell Tel of Penn AA1/AA 6.125 Mar 15, 2003 500,000 485,875
GTE-California AA3/AA- 6.250 Jan 15, 1998 250,000 250,536
GTE Corporation A3/A 9.100 Jun 01, 2003 500,000 554,748
New England Telephone & Telegraph AA2/AA 4.625 Jul 01, 2005 572,000 490,205
New York Telephone A2/A+ 6.500 Mar 01, 2005 500,000 491,250
Northwestern Bell Telephone Co. AA3/A 9.500 May 01, 2000 250,000 268,626
--------
Utilities-Telephone total 3,642,198
--------
Utilities-Electric: 1.0%
Central Power & Light, Inc. A3/A 6.000 Oct 01, 1997 250,000 250,023
Consolidated Edison of New York, Inc. A1/A+ 6.250 Apr 01, 1998 300,000 300,436
Florida Power Corp. AA3/AA- 6.000 Jul 01, 2003 400,000 383,450
Midwest Power Systems A2/A+ 7.125 Feb 01, 2003 250,000 252,496
Pacific Gas & Electric Co. A1/A+ 6.250 Aug 01, 2003 300,000 291,316
Pacificorp A2/A 6.750 Apr 01, 2005 500,000 490,666
Wisconsin Public Service, Inc. AA2/AA+ 7.300 Oct 01, 2002 500,000 510,343
--------
Utilities-Electric total 2,478,730
--------
Utilities-Natural Gas Pipeline: 0.1%
Burlington Resources Inc. A3/A- 9.625 Jun 15, 2000 250,000 269,707
--------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net Quality Coupon Maturity Par
CONTINUED: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Diversified Companies: 0.1%
Whitman Corporation BAA2/BBB+ 7.500 Feb 01, 2003 $300,000 $308,037
--------
TOTAL NONCONVERTIBLE CORPORATE
BONDS (COST: $57,935,489) $58,368,501
----------
% Net
Assets Shares Value
<S> <C> <C> <C>
Common Stocks: 43.5%
Building Materials: 0.9%
Raychem Corporation 29,000 $2,156,875
---------
Forest Products/Paper: 1.1%
Georgia Pacific Corp. 16,000 1,366,000
Willamette Industries 19,100 1,337,000
---------
Forest Products/Paper total 2,703,000
---------
Insurance: 3.3%
Aetna Inc. 38,700 3,961,913
Allstate Corporation 37,457 2,734,360
Everest Reinsurance Holdings, Inc. 37,800 1,497,825
---------
Insurance total 8,194,098
---------
Banks: 1.3%
Banc One Corporation 33,500 1,622,656
Bankers Trust New York Corp. 17,500 1,522,500
---------
Banks total 3,145,156
---------
Investment Banking/Brokerage: 1.9%
A. G. Edwards, Inc. 35,800 1,530,450
Morgan Stanley, Dean Witter, Discover and Co. 22,400 964,600
Salomon Inc. 40,100 2,230,563
---------
Investment Banking/Brokerage total 4,725,613
---------
Drugs/Health Care: 4.7%
American Home Products 27,400 2,096,100
Bristol-Myers Squibb Co. 39,600 3,207,600
Centocor Inc*** 29,700 922,556
Glaxo Wellcome PLC - ADR 57,800 2,416,762
MedPartners, Inc.*** 39,404 852,112
Pharmacia & Upjohn, Inc. 22,200 771,450
United Healthcare Corp. 28,600 1,487,200
---------
Drugs/Health Care total 11,753,780
---------
Hospital Management/Supplies: 1.1%
Columbia/HCA Healthcare Corp. 72,800 2,861,950
---------
Retail - Discount: 1.2%
Price/Costco, Inc.*** 16,200 532,575
Wal-Mart Stores, Inc. 72,700 2,458,169
---------
Retail-Discount total 2,990,744
---------
Retail - Drug: 0.7%
CVS Corporation 32,184 1,649,430
---------
Retail - Grocery: 0.7%
Safeway, Inc.*** 35,800 1,651,275
---------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net
CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Media: 2.6%
Banta Corporation 38,000 $1,030,750
Cognizant Corp 30,800 1,247,400
Cox Communications, Inc.*** 65,900 1,581,600
Dun & Bradstreet Corp 25,700 674,625
K-III Communications Corp*** 168,600 2,023,200
---------
Media total 6,557,575
---------
Foods-Food Products: 3.5%
General Mills, Inc. 30,800 2,005,850
Nabisco Holdings Corp. - Class A 86,700 3,457,162
Sara Lee Corp. 34,300 1,427,738
Tyson Foods, Inc. - Class A 103,050 1,970,830
---------
Foods-Food Products total 8,861,580
---------
Auto-Related: 0.5%
General Motors Corporation 21,200 1,180,575
---------
Apparel/Textile: 0.5%
Nine West Group, Inc.*** 32,400 1,237,275
---------
Office Equipment/Computers: 4.2%
Amdahl Corp.*** 33,400 294,338
EMC Corp.*** 75,000 2,925,000
International Business Machines Corp. 46,900 4,229,794
Seagate Technology, Inc.*** 23,800 837,462
Wang Laboratories, Inc. *** 110,800 2,361,425
---------
Office Equipment/Computers total 10,648,019
---------
Electronics: 1.8%
Micron Technology Inc.*** 36,800 1,469,700
Philips Electronics N.V.*** 18,200 1,308,125
Texas Instruments, Inc. 19,700 1,656,031
---------
Electronics total 4,433,856
---------
Pollution Control: 1.3%
Waste Management Inc. 98,050 3,149,856
---------
Oil/Oil Service: 2.9%
Amoco Corporation 10,900 947,619
Exxon Corp. 26,600 1,635,900
Occidental Petroleum Corp. 55,600 1,393,475
Unocal Corp 35,500 1,377,844
USX-Marathon Group 65,600 1,894,200
---------
Oil/Oil Service total 7,249,038
---------
Containers: 1.3%
Owens-Illinois, Inc.*** 106,900 3,313,900
---------
Chemicals: 0.7%
Dow Chemical Company 16,100 1,402,713
Kerr-Mcgee Corporation 6,800 430,950
---------
Chemicals total 1,833,663
---------
Specialty Chemicals: 0.3%
Lyondell Petrochemical Company 37,150 810,334
---------
Transportation: 0.3%
Delta Air Lines, Inc. 10,300 844,600
---------
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BALANCED FUND INVESTMENTS, % Net
CONTINUED: Assets Shares Value
<S> <C> <C> <C>
Telecommunications: 2.0%
Telefonos deMexico SP ADR Cl L 38,400 $1,833,600
US West Media Group*** 153,800 3,114,450
---------
Telecommunications total 4,948,050
---------
Utilities-Telephone: 3.5%
Airtouch Communications, Inc.*** 109,850 3,007,144
Ameritech Corporation 26,000 1,766,375
Bell Atlantic Corporation 31,400 2,382,475
GTE Corp. 35,600 1,561,950
---------
Utilities-Telephone total 8,717,944
---------
Utilities-Electric: 0.8%
Northern States Power Company 18,400 952,200
Pacific Gas & Electric Company 47,300 1,147,025
---------
Utilities-Electric total 2,099,225
---------
Diversified Companies: 0.9%
Alexander & Baldwin, Inc. 21,700 566,913
Rockwell International Corporation 26,700 1,575,300
---------
Diversified Companies total 2,142,213
---------
Miscellaneous: 0.6%
Interim Services, Inc.*** 34,500 1,535,250
---------
TOTAL COMMON STOCKS,
(COST:$84,732,123) $111,394,874
-----------
TOTAL INVESTMENTS, BALANCED FUND
(COST: $224,544,397)** $251,548,881
===========
See accompanying notes to investments in securities.
<FN>
*Moody's/Standard & Poors' quality ratings (unaudited). See the current
Prospectus and Statement of Additional Information for a complete description of
these ratings.
**At June 30, 1997, the cost of securities for federal income tax purposes was
$224,544,397. The aggregate unrealized appreciation and depreciation of
investments in securities based on this cost were:
Gross unrealized appreciation............................$28,464,695
Gross unrealized depreciation.............................(1,460,211)
---------
Net unrealized appreciation..............................$27,004,484
=========
***This Security is not income producing.
</FN>
<PAGE>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
% Net Quality Annualized Maturity Par
BOND FUND INVESTMENTS: Assets Rating* Yield Date Amount Value
------ ------- ----- ---- ------ -----
Short-Term Investments:
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper/Savings: 1.3%
Coca Cola Corporation A-1+/P-1 5.63% Jul 03, 1997 $424,000 $423,869
Ford Motor Credit Company A-1/P-1 5.67% Jul 02, 1997 1,000,000 999,845
Merrill Lynch & Co., Inc. A-1+/P-1 5.72% Jul 11, 1997 270,000 269,578
State Street Bank & Trust 5.25% 2,586 2,586
---------
TOTAL SHORT-TERM INVESTMENTS,
AT COST $1,695,878
---------
% Net Quality Coupon Maturity Par
Government & Agency Bonds: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Government Guaranteed - U.S.: 3.7%
U.S. Treasury Note AAA 7.500 Nov 15, 2001 $200,000 $208,500
U.S. Treasury Note AAA 5.875 Feb 15, 2004 150,000 145,359
U.S. Treasury Note AAA 5.750 Aug 15, 2003 200,000 193,188
U.S. Treasury Note AAA 6.500 May 15, 2005 400,000 399,500
U.S. Treasury Note AAA 6.500 Aug 15, 2005 300,000 299,344
U.S. Treasury Note AAA 5.875 Nov 15, 2005 100,000 95,719
---------
Government Guaranteed - U.S. total
(COST: $1,393,946) $1,341,610
---------
Quasi-Government/Government Sponsored: 27.2%
Federal Home Loan Bank AAA 6.000 Feb 20, 2007 $2,000,000 $1,929,712
Federal Home Loan Mortgage Corp. AAA 6.440 Jan 28, 2000 150,000 150,579
Federal Home Loan Mortgage Corp. 1455 HA AAA 7.900 Jun 15, 2021 836,000 876,671
Federal Home Loan Mortgage Corp. 1378 H AAA 10.000 Jan 15, 2021 750,000 846,247
Federal Home Loan Mortgage Corp. AAA 6.500 Nov 25, 2002 1,174,000 1,135,763
FHLMC Pass Through Cert. AAA 8.500 Apr 01, 2001 7,063 7,247
FHLMC Pass Through Cert. AAA 8.500 May 01, 2001 17,626 18,084
Federal National Mortgage Assoc 89-82 G AAA 8.400 Nov 25, 2019 400,000 417,047
Federal National Mortgage Assoc 96-M6 G AAA 7.750 Sep 17, 2023 1,000,000 1,022,810
Federal National Mortgage Assoc 93-62 D AAA 7.000 Jun 25, 2021 1,000,000 975,430
Federal National Mortgage Assoc 91-137 H AAA 7.000 Oct 25, 2021 1,000,000 990,060
Federal National Mortgage Assoc G93-8 PG AAA 6.500 July 25, 2018 1,000,000 985,690
Private Export Funding AAA 5.500 Mar 15, 2001 500,000 484,654
---------
Quasi-Government/Government Sponsored
(COST: $9,895,850) $9,839,994
---------
Foreign Bonds:
Sovereign Issues: 6.3%
Argentina Global Bond B1/BB 8.375 Dec 20, 2003 $750,000 $765,000
Ministry of Finance - Russia BAA2/BB- 10.000 Jun 26, 2007 500,000 500,000
United Mexican States BAA3/BBB- 7.875 Aug 06, 2001 1,000,000 1,004,100
---------
Total Sovereign Issues
(COST: $2,247,260) $2,269,100
---------
Nonconvertible Corporate Bonds: 70.5%
Forest Products/Paper: 2.7%
Champion International Corp. BAA1/BBB 9.875 Jun 01, 2000 $100,000 $108,511
Champion International Corp. BAA1/BBB 7.100 Sep 01, 2005 750,000 752,037
Kimberly-Clark Corp. AA2/AA 9.000 Aug 01, 2000 100,000 106,932
--------
Forest Products/Paper total 967,480
--------
Investment Banking/Brokerage: 15.2%
Morgan Stanley, Dean Witter,
Discover and Co. A1/A+ 6.300 Jan 15, 2006 1,000,000 949,326
Donaldson, Lufkin, Jenrette, Inc. BAA1/A- 6.875 Nov 01, 2005 200,000 194,551
Donaldson, Lufkin, Jenrette, Inc. BAA1/A- 5.625 Feb 15, 2016 200,000 192,222
Goldman Sachs Group A1/A+ 6.094 Feb 10, 2004 1,000,000 999,550
Lehman Brothers Holdings BAA1/A 6.213 Sep 10, 2001 1,000,000 999,007
Merrill Lynch & Co., Inc. AA3/AA- 6.250 Jan 15, 2006 350,000 331,158
Paine Webber Group BAA1/BBB+ 6.750 Feb 01, 2006 700,000 672,326
Salomon Inc. BAA1/BBB 6.700 Dec 01, 1998 150,000 150,737
Salomon Inc. BAA1/BBB 7.125 Aug 01, 1999 500,000 505,693
Salomon Inc. BAA1/BBB 7.200 Feb 01, 2004 500,000 498,436
--------
Investment Banking/Brokerage total 5,493,006
--------
<PAGE>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
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: 0.9%
Household Finance Co. A2/A 7.125 Sep 01, 2005 $325,000 $324,822
--------
Finance/Insurance: 1.4%
Equitable Life Assurance A2/A 6.950 Dec 01, 2005 500,000 492,009
--------
Finance - Diversified: 0.3%
General Motors Acceptance Corporation A3/A- 6.625 Oct 01, 2002 100,000 99,122
--------
Mortgage Related Securities: 1.2%
Prudential Home Funding AAA 6.050 Apr 25, 2024 500,000 441,660
--------
Drugs/Health Care: 1.9%
Abbott Labs AA1/AAA 5.600 Oct 01, 2003 200,000 189,711
American Home Products A2/A- 7.700 Feb 15, 2000 500,000 515,201
--------
Drugs/Health Care total 704,912
--------
Hospital Management/Supplies 0.8%
Columbia/HCA Healthcare Corporation A2/A- 6.910 Jun 15, 2005 300,000 298,561
--------
Leisure Time: 1.4%
Walt Disney Company A2/A 6.750 Mar 30, 2006 500,000 495,197
--------
Media: 0.3%
McGraw-Hill, Inc. A1 9.430 Sep 1, 2000 100,000 107,510
--------
Retail-Department: 0.7%
Dayton Hudson Corp. BAA1/BBB+ 9.750 Nov 01, 1998 250,000 260,753
--------
Foods-Products & Services: 0.3%
Dean Foods Co. A3/A 6.750 Jun 15, 2005 100,000 98,137
--------
Beverages/Confect/Tobacco: 0.7%
Coca-Cola Co. AA3/AA 6.000 Jul 15, 2003 250,000 241,215
--------
Auto-Related: 0.6%
Ford Motor Co. A1/A+ 7.500 Nov 15, 1999 200,000 204,449
--------
Hotel & Motel: 1.4%
Marriott International, Inc. BAA1/BBB+ 7.125 Jun 01, 2007 500,000 494,923
--------
Electronics: 2.2%
Motorola Inc. AA3/AA 6.500 Sep 01, 2025 500,000 494,967
Raytheon Co. BAA1/BBB 6.500 Jul 15, 2005 300,000 288,867
--------
Electronics total 783,834
--------
Electrical Equipment: 0.8%
Emerson Electric Co. AA1/AA+ 6.300 Nov 01, 2005 300,000 289,892
--------
Aerospace/Defense: 2.5%
Lockheed Martin A3/BBB+ 6.850 May 15, 2001 750,000 752,436
Rockwell International Corp. A1/AA 6.750 Sep 15, 2002 150,000 150,301
--------
Aerospace/Defense total 902,737
--------
Electric Household Appliance: 0.3%
Maytag Corporation BAA1/BBB+ 9.750 May 15, 2002 100,000 111,649
--------
Engineering/Construction Services: 0.5%
Foster Wheeler Corp. BAA2/BBB 6.750 Nov 15, 2005 200,000 194,706
--------
<PAGE>
BOND FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
BOND FUND INVESTMENTS, % Net Quality Coupon Maturity Par
CONTINUED: Assets Rating* Rate Date Amount Value
------ ------- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Machine Tools: 1.5%
Giddings & Lewis BA1/BBB 7.500 Oct 01, 2005 $250,000 $247,532
Ingersoll Rand Company A2/A 6.480 Jun 01, 2025 300,000 293,998
--------
Machine Tools total 541,530
--------
Oil/Oil Service: 2.1%
Enron Corp. BAA2/BBB+ 7.625 Sep 10, 2004 300,000 309,449
Shell Oil Company AA1/AAA 6.625 Jul 01, 1999 150,000 150,871
Union Oil Co. of California BAA1/BBB+ 7.200 May 15, 2005 300,000 303,119
--------
Oil/Oil Service total 763,439
--------
Chemicals: 0.8%
Union Carbide Corporation BAA2/BBB 6.790 Jun 01, 2025 300,000 297,450
--------
Transportation: 8.4%
American Airlines A3/BBB 8.040 Sep 16, 2011 500,000 510,671
Burlington Northern, Inc. BAA2/BBB 7.400 May 15, 1999 200,000 203,657
Delta Air Lines BAA1/BBB 8.540 Jan 02, 2007 292,674 307,237
Federal Express A3/BBB+ 7.850 Jan 30, 2015 497,996 511,108
Golden State Petroleum Transport AA2/BBB 8.040 Feb 01, 2019 1,000,000 993,300
United Airlines BAA1/BBB 9.020 Apr 19, 2012 472,313 511,213
--------
Transportation total 3,037,186
--------
Utilities-Telephone: 1.8%
BellSouth Telecommunications, Inc. AAA/AAA 6.500 Feb 01, 2000 150,000 150,375
BellSouth Telecommunications, Inc. AAA/AAA 6.500 Jun 15, 2005 150,000 146,972
Bell Tel of Penn AA1/AA 6.125 Mar 15, 2003 250,000 242,937
Northwestern Bell Telephone Co. AA3/A 9.500 May 01, 2000 100,000 107,450
--------
Utilities-Telephone total 647,734
--------
Utilities-Electric: 5.6%
Cincinnati Gas & Electric A3/A- 5.800 Feb 15, 1999 1,000,000 991,328
Consolidated Edison of New York A1/A+ 6.250 Apr 01, 1998 200,000 200,291
Gulf States Utilities BAA3/BBB- 6.410 Aug 01, 2001 207,000 201,861
Midwest Power Systems A2/A+ 7.125 Feb 01, 2003 150,000 151,498
Pacificorp A2/A 6.750 Apr 01, 2005 250,000 245,333
Wisconsin Public Service, Inc. AA2/AA+ 7.300 Oct 01, 2002 250,000 255,171
--------
Utilities-Electric total 2,045,482
--------
Utilities-Natural Gas Pipeline: 0.3%
Burlington Resources, Inc. A3/A- 9.625 Jun 15, 2000 100,000 107,884
--------
Diversified Companies: 0.3%
Whitman Corporation BAA2/BBB+ 7.500 Feb 01, 2003 100,000 102,680
--------
TOTAL NONCOVERTIBLE CORPORATE
BONDS (COST: $20,498,535) $20,549,959
----------
TOTAL INVESTMENTS, BOND FUND
(COST: $35,731,470)** $35,696,541
==========
See accompanying notes to investments in securities.
<FN>
*Moody's/Standard & Poors' quality ratings (unaudited). See the current
Prospectus and Statement of Additional Information for a complete description of
these ratings.
**At June 30, 1997, the cost of securities for federal income tax purposes was
$35,731,470. The aggregate unrealized appreciation and depreciation of
investments in securities based on this cost were:
Gross unrealized appreciation............................ $252,269
Gross unrealized depreciation.............................(287,198)
--------
Net unrealized depreciation...............................$(34,929)
========
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MONEY MARKET FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
% 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: 67.1%
American Express Credit A-1/P-1 5.50% Jul 15, 1997 $1,000,000 $997,938
American Express Credit A-1/P-1 5.66% Jul 30, 1997 400,000 398,215
American General Finance A-1/P-1 5.66% Jul 29, 1997 1,000,000 995,691
American General Finance A-1/P-1 5.66% Jul 30, 1997 400,000 398,215
Anheuer Bush Companies A-1/P-1 5.70% Aug 29, 1997 900,000 891,814
Associates Corp of North America A-1+/P-1 5.53% Aug 19, 1997 1,000,000 992,786
Associates Corp of North America A-1+/P-1 5.66% Aug 05, 1997 400,000 397,846
BellSouth Telecommunications A-1+/P-1 5.58% Jul 30, 1997 1,450,000 1,443,611
CIT Group Holdings A-1/P-1 5.75% Aug 12, 1997 1,200,000 1,192,133
Coca-Cola Co. A-1+/P-1 5.60% Jul 14, 1997 1,400,000 1,397,230
Commercial Credit Company A-1/P-1 5.74% Jul 09, 1997 1,000,000 998,753
Morgan Stanley, Dean Witter,
Discover and Co. A-1/P-1 5.62% Jul 01, 1997 400,000 400,000
Dupont EI DE Nemours Co. A-1+/P-1 5.61% Jul 08, 1997 560,000 559,401
Ford Motor Credit Company A-1/P-1 5.69% Aug 25, 1997 1,000,000 991,521
Ford Motor Credit Company A-1/P-1 5.68% Jul 07, 1997 447,000 446,584
General Electric Capital Corporation A-1+/P-1 5.64% Jul 28, 1997 1,200,000 1,195,032
Interstate Power Co. A-1/P-1 5.72% Jul 17, 1997 1,200,000 1,197,024
McGraw Hill Companies A-1/P-1 5.59% Jul 11, 1997 1,300,000 1,298,043
Merrill Lynch & Co Inc A-1+/P-1 5.67% Aug 05, 1997 300,000 298,381
Merrill Lynch & Co Inc A-1+/P-1 5.68% Aug 05, 1997 680,000 676,318
Pepsico, Inc. A-1/P-1 5.62% Jul 17, 1997 1,400,000 1,397,219
United Parcel Service A-1+/P-1 5.56% Jul 01, 1997 1,400,000 1,400,000
State Street Bank & Trust 5.25% 5,290 5,290
--------
TOTAL COMMERCIAL PAPER/
SAVINGS, AT COST $19,969,045
----------
Quasi-Government/Government Sponsored: 26.4%
Federal Home Loan Bank 5.47% Jul 14, 1997 $1,000,000 $996,646
Federal Home Loan Bank 5.45% Jul 07, 1997 1,000,000 999,125
Federal Home Loan Bank 5.33% Jul 07, 1997 500,000 499,570
FNMA Discount Notes 5.55% Sep 10, 1997 1,000,000 989,488
FNMA Discount Notes 5.60% Aug 25, 1997 1,725,000 1,710,637
Federal Farm Credit Discount Notes 5.71% Nov 07, 1997 2,000,000 1,960,583
Federal Farm Credit Discount Notes 5.48% Jul 02, 1997 700,000 699,895
--------
TOTAL QUASI-GOVERNMENT/GOVERNMENT
SPONSORED, AT COST $7,855,944
---------
Government Guaranteed: 6.5%
U. S. Treasury Bill 5.55% Feb 05, 1998 $1,000,000 $968,428
U. S. Treasury Bill 5.27% Dec 04, 1997 1,000,000 97,796
--------
TOTAL GOVERNMENT GUARANTEED,
AT COST $1,946,414
---------
TOTAL INVESTMENTS, MONEY MARKET
FUND, AT COST $29,771,403
----------
See accompanying notes to investments in securities.
<FN>
*Moody's/Standard & Poors' quality ratings (unaudited). See the current
Prospectus and Statement of Additional Information for a complete description of
these ratings.
</FN>
<PAGE>
TREASURY 2000 FUND OF ULTRA SERIES FUND
Investments in Securities (Continued)
June 30, 1997
(Unaudited)
% of Interest Maturity Principal
TREASURY 2000 FUND INVESTMENTS: Net Assets Rate Date Amount Value
---------- ---- ---- ------ -----
Government Guaranteed - U.S.:
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Strip (Cost $1,444,735)* 100.25% 9.69% Nov 15, 2000 $2,000,000 $1,624,622
=========
See accompanying notes to investments in securities.
Notes to investments in securities:
Interest rates on and stripped Treasury Securities represent annualized yield to
maturity at date of purchase. Values of investment securities are determined as
described in Note 2 of the financial statements.
<FN>
*At June 30, 1997, the cost of securities for federal income tax purposes was
$1,444,735. The aggregate unrealized appreciation and depreciation of
investments in securities based on this cost were:
Gross unrealized appreciation................................ $179,887
Gross unrealized depreciation................................ --
--------
Net unrealized appreciation.................................. $179,887
========
</FN>
<PAGE>
ULTRA SERIES FUND
Statement of Operations
Six Months Ended June 30, 1997
(Unaudited)
Capital Growth and Money Treasury
Appreciation Income Stock Balanced Bond Market 2000
Stock Fund Fund Fund Fund Fund Fund
Investment income (note 2):
<S> <C> <C> <C> <C> <C> <C>
Interest income $177,892 $454,899 $4,239,181 $1,112,355 $703,079 $56,649
Dividend income 732,366 2,549,214 784,684 -- -- --
---------- ---------- ---------- -------- -------- --------
Total income 910,258 3,004,113 5,023,865 1,112,355 703,079 56,649
---------- ---------- ---------- -------- -------- --------
Expenses (note 4):
Advisory fees 365,330 756,366 630,757 82,155 62,188 --
Advisory/Administrative fees -- -- -- -- -- 3,574
Accounting and custodian fees 18,101 37,708 30,955 6,462 5,387 --
Trustees' fees 958 2,279 1,909 275 234 --
Registration fees 19,125 45,350 36,131 5,394 4,550 --
Legal fees 4,858 11,521 9,179 1,370 1,158 --
Audit fees 3,970 9,430 7,697 1,129 958 --
Printing and mailing fees 8,245 19,550 15,576 2,325 1,961 --
Other expenses 3,760 8,916 7,104 1,060 895 --
---------- ---------- ---------- -------- -------- --------
Expenses before reimbursement 424,347 891,120 739,308 100,170 77,331 3,574
Reimbursable expenses from
CUNA Mutual Life Insurance Company (8,943) (16,291) (12,966) (4,364) (4,095) --
---------- ---------- ---------- -------- -------- --------
Total net expenses 415,404 874,829 726,342 95,806 73,236 3,574
---------- ---------- ---------- -------- -------- --------
Net investment income 494,854 2,129,284 4,297,523 1,016,549 629,843 53,075
---------- ---------- ---------- -------- -------- --------
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 13,848,806 29,918,765 23,295,352 5,823,053 1,976,724 --
Cost of securities sold 12,157,012 25,610,970 21,425,666 5,807,708 1,976,724 --
---------- ---------- ---------- --------- -------- --------
Net realized gain (loss) on
security transactions 1,691,794 4,307,795 1,869,686 15,345 -- --
Net change in unrealized
appreciation or depreciation
on investments 14,548,915 35,442,331 11,404,179 (129,976) -- (17,317)
---------- ---------- ---------- --------- -------- --------
Net gain (loss) on investments 16,240,709 39,750,126 13,273,865 (114,631) -- (17,317)
---------- ---------- ---------- --------- -------- --------
Net increase in net assets
resulting from operations $16,735,563 $41,879,410 $17,571,388 $901,918 $629,843 $35,758
========== ========== ========== ========= ======== ========
See accompanying notes to financial statements.
<PAGE>
ULTRA SERIES FUND
Statement of Changes in Net Assets
Six Months Ended June 30, 1997 and the Year Ended December 31, 1996
(Unaudited)
CAPITAL APPRECIATION GROWTH AND INCOME
STOCK FUND STOCK FUND BALANCED FUND
Operations: 1997 1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Net investment income $494,854 $646,279 $2,129,284 $2,863,311 $4,297,523 $5,922,093
Net realized gain (loss) on
security transaction 1,691,794 3,152,749 4,307,795 5,656,957 1,869,686 4,268,803
Net change in unrealized
appreciation or depreciation
on investments 14,548,915 9,688,795 35,442,331 26,520,015 11,404,179 6,612,755
----------- ---------- ----------- ----------- ----------- -----------
Change in net assets from
operations 16,735,563 13,487,823 41,879,410 35,040,283 17,571,388 16,803,651
----------- ---------- ----------- ----------- ----------- -----------
Distributions to shareholders:
From net investment income (264,081) (639,086) (1,084,422) (2,804,744) (2,110,857) (5,850,662)
From realized gains on
investments (67,934) (3,084,815) (141,265) (5,675,210) (69,134) (4,393,033)
----------- ---------- ----------- ----------- ----------- -----------
Change in net assets from
distributions (332,015) (3,723,901) (1,225,687) (8,479,954) (2,179,991) (10,243,695)
----------- ---------- ----------- ----------- ----------- -----------
Capital share transactions
(note 5):
Proceeds from sale of shares 29,616,003 48,543,686 66,935,470 99,870,808 39,870,250 70,374,669
Net asset value of shares
issued in reinvestment of
distributions 332,015 3,723,901 1,225,687 8,479,954 2,179,991 10,243,695
----------- ---------- ----------- ----------- ----------- -----------
29,948,018 52,267,587 68,161,157 108,350,762 42,050,241 80,618,364
Cost of shares repurchased (91,792) (1,475,008) (267,654) (4,208,480) (1,313,463) (3,422,404)
----------- ---------- ----------- ----------- ----------- -----------
Change in net assets
derived from capital
share transactions 29,856,226 50,792,579 67,893,503 104,142,282 40,736,778 77,195,960
----------- ---------- ----------- ----------- ----------- -----------
Increase in net assets 46,259,774 60,556,501 108,547,226 130,702,611 56,128,175 83,755,916
Net assets:
Beginning of year 98,673,833 38,117,332 232,840,773 102,138,162 194,724,874 110,968,958
----------- ---------- ----------- ----------- ----------- -----------
End of year $144,933,607 $98,673,833 $341,387,999 $232,840,773 $250,853,049 $194,724,874
=========== ========== =========== =========== =========== ===========
Undistributed net investment
income included in net assets $245,028 $14,253 $1,114,420 $69,558 $2,281,548 $94,881
=========== ========== =========== =========== =========== ===========
See accompanying notes to financial statements.
<PAGE>
ULTRA SERIES FUND
Statement of Changes in Net Assets (Continued)
Six Months Ended June 30, 1997 and the Year Ended December 31, 1996
(Unaudited)
BOND FUND MONEY MARKET FUND TREASURY 2000 FUND
Operations: 1997 1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Net investment income $1,016,549 $1,251,976 $629,843 $836,930 $53,075 $107,928
Net realized gain (loss) on
security transactions 15,345 49,716 -- -- -- --
Net change in unrealized
appreciation or depreciation
on investments (129,976) (477,126) -- -- (17,317) (75,534)
---------- ---------- ---------- ---------- ---------- ----------
Change in net assets from
operations 901,918 824,566 629,843 836,930 35,758 32,394
----------- ---------- ----------- ----------- ----------- -----------
Distributions to shareholders:
From net investment income (480,930) (1,238,292) (629,843) (836,930) -- --
From realized gains on
investments -- (49,716) -- -- -- --
----------- ---------- ----------- ----------- ----------- -----------
Change in net assets from
distributions (480,930) (1,288,008) (629,843) (836,930) -- --
----------- ---------- ----------- ----------- ----------- -----------
Capital share transactions
(note 5):
Proceeds from sale of shares 9,167,721 13,819,369 21,851,815 32,934,173 -- 7,020
Net asset value of shares
issued in reinvestment
of distributions 480,930 1,288,008 620,971 835,642 -- --
----------- ---------- ----------- ----------- ----------- -----------
9,648,651 15,107,377 22,472,786 -- 7,020
Cost of shares repurchased (402,198) (1,796,780) (13,735,749) (24,132,957) -- --
----------- ---------- ----------- ----------- ----------- -----------
Change in net assets
derived from capital
share transactions 9,246,453 13,310,597 8,737,037 9,636,858 -- 7,020
----------- ---------- ----------- ----------- ----------- -----------
Increase (decrease) in net
assets 9,667,441 12,847,155 8,737,037 9,636,858 35,758 39,414
Net assets:
Beginning of year 26,571,923 13,724,768 21,010,987 11,374,129 1,584,741 1,545,327
----------- ---------- ----------- ----------- ----------- -----------
End of year $36,239,364 $26,571,923 $29,748,024 $21,010,987 $1,620,499 $1,584,741
=========== ========== =========== =========== =========== ===========
Undistributed net investment
income included in net assets $553,653 $18,034 -- -- -- --
=========== ========== =========== =========== =========== ===========
See accompanying notes to financial statements.
<PAGE>
CAPITAL APPRECIATION STOCK FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
------------------------------------ CAPITAL APPRECIATION STOCK FUND -------------------------
(For a share outstanding throughout the period): 1997 1996 1995 1994
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $14.60 $12.51 $9.97 $10.00
------ ------ ------ ------
Income from Investment Operations
Net Investment Income 0.06 0.13 0.14 0.16
Net Realized and Unrealized Gain (Loss)
on Investments 2.08 2.55 2.91 0.37
------ ------ ------ ------
Total from Investment Operations 2.14 2.68 3.05 0.53
-------------------------------------------------------------
Distributions
Distributions from Net Investment Income (0.03) (0.13) (0.14) (0.15)
Distributions from Realized Capital Gains (0.01) (0.46) (0.37) (0.41)
------ ------ ------ ------
Total Distributions (0.04) (0.59) (0.51) (0.56)
-------------------------------------------------------------
Net Asset Value, End of Period $16.70 $14.60 $12.51 $9.97
====================================================================================================================================
Total Return* 14.74% 21.44% 30.75% 5.44%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $144,933 $98,674 $38,117 $9,449
Ratio of Expenses to Average Net Assets** 0.69% 0.65% 0.65% 0.65%
Ratio of Net Investment Income to Average
Net Assets 0.82% 0.96% 1.37% 1.55%
Portfolio Turnover Rate 11.48% 49.77% 61.32% 65.81%
Average Commission Rate $0.06 $0.06 $0.06
====================================================================================================================================
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
** During the periods shown, prior to May 1, 1997, CUNA Mutual Life Insurance
Company and its affiliates absorbed certain expenses under the terms of an
Expense Reimbursement Agreement between the Ultra Series Fund and CUNA Mutual
Life Insurance Company. 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 resulting ratio of expenses to average net assets would have
been 0.71%, 0.66%, 0.75%, and 0.85%, for 1997, 1996, 1995, and 1994,
respectively.
</FN>
<PAGE>
GROWTH AND INCOME STOCK FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
---------------------------------- GROWTH AND INCOME STOCK FUND ----------------------------
(For a share outstanding throughout the period): 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $21.32 $18.20 $15.06 $15.51 $15.49
------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income 0.16 0.34 0.37 0.32 0.29
Net Realized and Unrealized Gain (Loss)
on Investments 3.18 3.93 4.37 (0.04) 1.87
----- ----- ----- ----- -----
Total from Investment Operations 3.34 4.27 4.74 0.28 2.16
-------------------------------------------------------------------------------------
Distributions
Distributions from Net Investment Income (0.09) (0.34) (0.37) (0.32) (0.29)
Distributions from Realized Capital Gains (0.01) (0.81) (1.23) (0.40) (1.85)
----- ----- ----- ----- -----
Total Distributions (0.10) (1.15) (1.60) (0.73) (2.14)
-------------------------------------------------------------------------------------
Net Asset Value, End of Period $24.56 $21.32 $18.20 $15.06 $15.51
====================================================================================================================================
Total Return* 15.68% 22.02% 31.75% 1.42% 13.77%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $341,388 $232,841 $102,138 $48,913 $32,468
Ratio of Expenses to Average Net Assets** 0.62% 0.65% 0.65% 0.65% 0.65%
Ratio of Net Investment Income to Average
Net Assets 1.50% 1.78% 2.28% 2.19% 1.84%
Portfolio Turnover Rate 10.50% 40.55% 57.80% 45.36% 56.79%
Average Commission Rate $0.06 $0.06 $0.06
====================================================================================================================================
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
** During the periods shown, prior to May 1, 1997, CUNA Mutual Life Insurance
Company and its affiliates absorbed certain expenses under the terms of an
Expense Reimbursement Agreement between the Ultra Series Fund and CUNA Mutual
Life Insurance Company. 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 resulting ratio of expenses to average net assets would have
been 0.63%, 0.65%, 0.69%, 0.70%, and 0.73%, for 1997, 1996, 1995, 1994, and
1993, respectively.
</FN>
<PAGE>
BALANCED FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
---------------------------------------------------- BALANCED FUND -----------------------------------
(For a share outstanding throughout the period): 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $15.29 $14.63 $12.90 $13.70 $13.54
------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income 0.29 0.58 0.55 0.52 0.50
Net Realized and Unrealized Gain (Loss)
on Investments 0.94 0.98 2.29 (0.56) 0.95
----- ----- ----- ----- -----
Total from Investment Operations 1.23 1.56 2.84 (0.04) 1.45
-------------------------------------------------------------------------------------
Distributions
Distributions from Net Investment Income (0.15) (0.58) (0.55) (0.51) (0.50)
Distributions from Realized Capital Gains (0.00) (0.32) (0.56) (0.25) (0.79)
----- ----- ----- ----- -----
Total Distributions (0.15) (0.90) (1.11) (0.76) (1.29)
-------------------------------------------------------------------------------------
Net Asset Value, End of Period $16.37 $15.29 $14.63 $12.90 $13.70
====================================================================================================================================
Total Return* 8.13% 10.79% 22.27% -0.46% 10.47%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $250,853 $194,725 $110,969 $67,468 $54,363
Ratio of Expenses to Average Net Assets** 0.65% 0.65% 0.65% 0.65% 0.65%
Ratio of Net Investment Income to Average
Net Assets 3.87% 3.91% 4.03% 4.00% 3.62%
Portfolio Turnover Rate 10.74% 33.48% 36.68% 28.53% 28.71%
Average Commission Rate $0.06 $0.06 $0.06
====================================================================================================================================
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
** During the periods shown, prior to May 1, 1997, CUNA Mutual Life Insurance
Company and its affiliates absorbed certain expenses under the terms of an
Expense Reimbursement Agreement between the Ultra Series Fund and CUNA Mutual
Life Insurance Company. 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 resulting ratio of expenses to average net assets would have
been 0.67%, 0.65%, 0.68%, 0.70%, and 0.74%, for 1997, 1996, 1995, 1994, and
1993, respectively.
</FN>
<PAGE>
BOND FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
------------------------------------------------------- BOND FUND -------------------------------------
(For a share outstanding throughout the period): 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $10.33 $10.63 $9.67 $10.58 $10.32
------ ------ ------ ------ ------
Income from Investment Operations
Net Investment Income 0.32 0.65 0.60 0.59 0.64
Net Realized and Unrealized Gain (Loss)
on Investments (0.05) (0.28) 0.96 (0.90) 0.28
----- ----- ----- ----- -----
Total from Investment Operations 0.27 0.37 1.56 (0.31) 0.92
-------------------------------------------------------------------------------------
Distributions
Distributions from Net Investment Income (0.16) (0.64) (0.59) (0.59) (0.65)
Distributions from Realized Capital Gains 0.01 (0.03) (0.01) (0.01) (0.01)
----- ----- ----- ----- -----
Total Distributions (0.15) (0.67) (0.60) (0.60) (0.66)
-------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.45 $10.33 $10.63 $9.67 $10.58
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return* 2.66% 2.86% 16.37% -3.06% 8.87%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $36,239 $26,572 $13,725 $7,867 $6,297
Ratio of Expenses to Average Net Assets** 0.60% 0.65% 0.65% 0.65% 0.65%
Ratio of Net Investment Income to Average
Net Assets 6.35% 6.25% 6.08% 6.03% 5.99%
Portfolio Turnover Rate 18.94% 25.67% 14.74% 11.97% 12.23%
====================================================================================================================================
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
** During the periods shown, prior to May 1, 1997, CUNA Mutual Life Insurance
Company and its affiliates absorbed certain expenses under the terms of an
Expense Reimbursement Agreement between the Ultra Series Fund and CUNA Mutual
Life Insurance Company. 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 resulting ratio of expenses to average net assets would have
been 0.63%, 0.67%, 0.68%, 0.70%, and 0.75%, for 1997, 1996, 1995, 1994, and
1993, respectively.
</FN>
<PAGE>
MONEY MARKET FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
---------------------------------------------- MONEY MARKET FUND ---------------------------------
(For a share outstanding throughout the period): 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Income from Investment Operations
Net Investment Income 0.02 0.05 0.05 0.03 0.03
Net Realized and Unrealized Gain (Loss)
on Investments 0.00 0.00 0.00 0.00 0.00
----- ----- ----- ----- -----
Total from Investment Operations 0.02 0.05 0.05 0.03 0.03
--------------------------------------------------------------------------------------
Distributions
Distributions from Net Investment Income (0.02) (0.05) (0.05) (0.03) (0.03)
Distributions from Realized Capital Gains (0.00) (0.00) (0.00) 0.00 0.00
----- ----- ----- ----- -----
Total Distributions (0.02) (0.05) (0.05) (0.03) (0.03)
--------------------------------------------------------------------------------------
Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00
====================================================================================================================================
Total Return* 2.48% 5.17% 5.21% 3.34% 2.86%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $29,748 $21,011 $11,374 $7,799 $4,749
Ratio of Expenses to Average Net Assets** 0.56% 0.65% 0.65% 0.65% 0.65%
Ratio of Net Investment Income to Average
Net Assets 4.81% 4.74% 5.17% 3.66% 2.43%
Portfolio Turnover Rate -- -- -- -- --
====================================================================================================================================
For the Money Market Fund, the "seven-day average" yield for the seven days
ended June 30, 1997, was 5.07% and the "effective" yield for that period was
5.20%.
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
** During the periods shown, prior to May 1, 1997, CUNA Mutual Life Insurance
Company and its affiliates absorbed certain expenses under the terms of an
Expense Reimbursement Agreement between the Ultra Series Fund and CUNA Mutual
Life Insurance Company. 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 resulting ratio of expenses to average net assets would have
been 0.59%, 0.67%, 0.73%, 0.78%, and 0.77% for 1997, 1996, 1995, 1994, and
1993, respectively.
</FN>
<PAGE>
TREASURY 2000 FUND OF ULTRA SERIES FUND
Financial Highlights
Six Months Ended June 30, 1997 and the Year Ended December 31
(Unaudited)
------------------------------------------------- TREASURY 2000 FUND ---------------------------------
(For a share outstanding throughout the period) 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $8.64 $8.47 $7.00 $7.53 $6.53
----- ----- ----- ----- -----
Income from Investment Operations
Net Investment Income 0.00 0.58 0.58 0.53 0.48
Net Realized and Unrealized Gain (Loss)
on Investments 0.20 (0.41) 0.89 (1.06) 0.52
----- ----- ----- ----- -----
Total from Investment Operations 0.20 0.17 1.47 (0.53) 1.00
---------------------------------------------------------------------------------------
Distributions
Distributions from Net Investment Income 0.00 0.00 0.00 0.00 0.00
Distributions from Realized Capital Gains 0.00 0.00 0.00 0.00 0.00
----- ----- ----- ----- -----
Total Distributions 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.84 $8.64 $8.47 $7.00 $7.53
====================================================================================================================================
Total Return* 2.25% 2.10% 20.99% -7.12% 15.43%
====================================================================================================================================
Ratio/Supplemental Data
Net Assets, End of Period (000s Omitted) $1,620 $1,585 $1,545 $1,272 $1,363
Ratio of Expenses to Average Net Assets 0.45% 0.45% 0.45% 0.45% 0.45%
Ratio of Net Investment Income to Average
Net Assets 6.66% 7.03% 7.40% 7.50% 6.69%
Portfolio Turnover Rate -- -- -- -- --
====================================================================================================================================
<FN>
*These returns are after all charges at the mutual fund level have been
subtracted. These returns are higher than the returns at the separate account
level because charges made at the separate account level have not been
subtracted.
</FN>
<PAGE>
</TABLE>
ULTRA SERIES FUND
Notes to Financial Statements
(1) Description of the Fund
The Ultra Series Fund (the "Fund"), a Massachusetts Business Trust, is
registered under the Investment Company Act of 1940 (the "1940 Act"), as
amended, as a diversified, open-end management investment company. The Fund
is a series fund with six investment portfolios (the "funds"), each with
different investment objectives and policies and each having available two
separate classes 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.
Effective May 1, 1997, the shares of each fund were divided into Class Z
and Class C Shares. Class Z Shares are offered to all insurance company
separate accounts issued by, and all qualified retirement plans sponsored
by, CUNA Mutual Life Insurance Company or its affiliates ("CUNA Mutual
Life"). Class C Shares are offered to separate accounts of insurance
companies other than CUNA Mutual Life, and to qualified retirement plans of
companies not affiliated with the Fund or CUNA Mutual Life. Both classes of
shares are identical in all respects except that: Class C Shares may be
subject to a distribution fee (note 4); each class will have exclusive
voting rights with respect to matters that affect just that class; and each
class will bear a different name or designation. All income earned and
expenses incurred by the Fund are borne on a pro-rata basis by each
outstanding share of each class based on the daily net asset value of
shares of that class. As of June 30, 1997, no Class C Shares have been
issued.
(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 1940 Act, 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, advisory/administrative, and distribution 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.
(c) Federal Income and Excise Taxes
The 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. Net investment income and net realized gains
(losses) for the funds may differ for financial statement and tax
purposes. The character of distributions made during the year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to the
timing of dividend distributions, the fiscal year in which amounts are
distributed may differ from the year that the income or realized gains
(losses) were recorded by the funds.
(d) Security Transactions and Investment Income
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.
(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 six-month period ended June 30,
1997, 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 $40,132,677 $90,051,350 $58,743,994 $14,445,502 $73,177,654 $ --
========== =========== =========== ========== =========== ========
Total proceeds received on security
sales and principal paydowns $13,848,806 $29,918,765 $23,295,352 $5,823,053 $64,827,724 $ --
========== =========== =========== ========== =========== ========
</TABLE>
(4) Transactions with Affiliates
Fees and Expenses
The Fund has entered into an investment advisory agreement with CIMCO Inc.
(the "Investment Adviser"), an affiliated company. For the four-month
period ended April 30, 1997, 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. On May 1, 1997, a new advisory agreement
with the Investment Advisor changed this fee structure and provides for a
different fee for each portfolio within the Fund. The fees, paid monthly,
are calculated as a percentage of the average daily net assets for each
portfolio at the following annual rates:
Capital Appreciation Stock 0.80%
Balanced 0.70%
Growth and Income Stock 0.60%
Bond 0.55%
Money Market 0.45%
Treasury 2000 0.45%
Under the new unitary fee structure, the Investment Adviser is responsible
for providing or obtaining services and paying certain expenses including
custodian fees, transfer agent fees, pricing costs, and accounting and
legal fees as indicated in the investment advisory agreement.
In addition to the unitary investment advisor fee, each fund also pays
certain expenses including trustees fees, brokerage commis-sions, interest
expense, audit fees, and other extraordinary expenses.
For the four-month period ended April 30, 1997, the Investment Adviser was
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, for the four-month period ended April 30,
1997, CUNA Mutual Life has voluntarily agreed to reimburse the Capital
Appreciation Stock, Growth and Income Stock, Balance, 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, for the
four-month period ended April 30, 1997, the Investment Advisor 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, CUNA Mutual Life and CUNA Mutual
Insurance Society, affiliated companies, are providing administrative
services on behalf of the Investment Advisor.
During the four-month period ended April 30, 1997, CUNA Mutual Life
voluntarily reimbursed expenses for each of the funds in the following
amounts:
Capital Appreciation Stock Fund..... $8,943 Bond Fund..............$4,364
Growth and Income Stock Fund........$16,291 Money Market Fund......$4,095
Balanced Fund.......................$12,966
All capital shares outstanding at June 30, 1997, are owned by separate
investment accounts of CUNA Mutual Life.
Certain officers and directors of the Fund are also officers of CUNA Mutual
Life or CIMCO Inc. During the six-month period ended June 30, 1997, the
Fund made no direct payments to its officers and paid trustees' fees of
approximately $5,671 to its unaffiliated trustees.
Distribution Plan
All shares are distributed through CUNA Brokerage Service, Inc.("CBS"), and
affiliated company, or other registered broker-dealers authorized by CBS.
Class C Shares may also be subject to an asset-based distribution fee
pursuant to Rule 12b-1 under the 1940 Act, equal to not more than 0.25%, on
an annual basis, of the average value of the daily net assets of each
series of the Fund attributable to Class C Shares on an annual basis.
(5) Share Activity
Transactions in shares of each fund for the year ended December 31, 1996
and for the six-month period ended June 30, 1997, 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, 1995 3,046,550 5,611,047 7,585,243 1,291,279 11,374,129 182,546
Share sold, including reinvestment
of dividends 3,818,030 5,524,047 5,380,713 1,453,110 33,769,815 805
Shares repurchased (105,316) (215,447) (228,534) (171,319) (24,132,957) --
--------- --------- --------- -------- ---------- -------
Shares outstanding at December 31, 1996 6,759,264 10,919,647 12,737,422 2,573,070 21,010,987 183,351
Share sold, including reinvestment
of dividends 1,924,383 2,991,305 2,669,643 933,442 22,472,787 15,929
Shares repurchased (6,231) (11,426) (84,359) (39,055) (13,735,750) (15,929)
--------- --------- --------- -------- ---------- -------
Shares outstanding at June 30, 1997 8,677,416 13,899,526 15,322,706 3,467,457 29,748,024 183,351
--------- --------- --------- -------- ---------- -------
</TABLE>
<PAGE>
ULTRA SERIES FUND
Officers and Trustees
<TABLE>
<CAPTION>
OFFICERS BOARD OF TRUSTEES
<S> <C>
Michael S. Daubs, President Gwendolyn M. Boeke
Lawrence R. Halverson, Vice President/Secretary Alfred L. Disrud
Donald E. Heltner, Vice President Kevin T. Lentz
Michael G. Joneson, Chief Accounting Officer, Treasurer and Assistant Secretary Keith S. Noah
Robert M. Buckingham, Chief Financial Officer/Assistant Secretary Thomas C. Watt
</TABLE>
