INVESTORS MARK SERIES FUND INC, 485APOS, 1999-03-02

INVESTORS MARK SERIES FUND INC
485APOS, 1999-03-02

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As filed with the Securities and Exchange Commission
on March 2, 1999

Registration Nos. 333-32723
811-08321
==============================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 3 [X]

(Check appropriate box or boxes.)

INVESTORS MARK SERIES FUND, INC.
_________________________________________________
(Exact name of registrant as specified in charter)

700 Karnes Boulevard
Kansas City, Missouri 64108
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (816) 753-8000

David A. Gates, Esq.
700 Karnes Boulevard
Kansas City, Missouri 64108

(Name and Address of Agent For Service)

Copies to:

Raymond A. O'Hara III, Esq. and to David A. Gates, Esq.
Blazzard, Grodd & Hasenauer, P.C. 700 Karnes Boulevard
P.O. Box 5108 Kansas City, MO 64108
Westport, CT 06881 (816) 751-5441
(203) 226-7866

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b)
_____ on (date) pursuant to paragraph (b)
__X__ 60 days after filing pursuant to paragraph (a)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Investment Company Shares

INVESTORS MARK SERIES FUND, INC.

CROSS REFERENCE SHEET
(as required by Rule 404 (c))

N-1A
- --------
Item No. Location
- --------

PART A

Item 1. Front and Back Cover Pages............. Front and Back Cover Pages

Item 2. Risk/Return Summary: Investments,
Risks and Performance.................. Summary

Item 3. Risk/Return Summary: Fee Table......... Not Applicable

Item 4. Investment Objectives, Principal
Investment Strategies, and Related
Risks.................................. Summary; More About Portfolio
Investments

Item 5. Management's Discussion of Fund
Performance............................ Not Applicable

Item 6. Management, Organization, and
Capital Structure...................... Management of the Fund

Item 7. Shareholder Information................ Summary

Item 8. Distribution Arrangements.............. Not Applicable

Item 9. Financial Highlight Information........ Financial Highlights

PART B

Item 10. Cover Page and Table of Contents....... Cover Page and Table of Contents

Item 11. Fund History........................... General Information and History;
General Information

Item 12. Description of the Fund and Its
Investments and Risks.................. Investment Objectives and
Policies; Additional Investment
Risks

Item 13. Management of the Fund................. Directors and Officers of the
Fund
Item 14. Control Persons and Principal
Holders of Securities.................. Control Persons and Principal
Shareholders

Item 15. Investment Advisory and Other
Services............................... The Adviser; Sub-Advisers

Item 16. Brokerage Allocations and Other
Practices.............................. Portfolio Transactions

Item 17. Capital Stock and Other
Securities............................. Description of Shares

Item 18. Purchase, Redemption and
Pricing of Shares...................... Purchase and Redemption of
Shares; Determination of Net
Asset Value

Item 19. Taxation of the Fund................... Taxes

Item 20. Underwriters........................... The Distributor

Item 21. Calculation of Performance Data........ Performance Information

Item 22. Financial Statements................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.

PART A

INVESTORS MARK SERIES FUND, INC.
700 Karnes Boulevard
Kansas City, Missouri 64108

Investors Mark Series Fund, Inc. is a management investment company, sometimes
called a mutual fund. It is divided into the following different series or
Portfolios

Balanced Portfolio
Global Fixed Income Portfolio
Growth & Income Portfolio
Intermediate Fixed Income Portfolio
Large Cap Value Portfolio
Large Cap Growth Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio
Small Cap Equity Portfolio
International Equity Portfolio

The Securities and Exchange Commission has not approved or disapproved these
securities nor has it determined that this prospectus is accurate or complete.
It is a criminal offense to state otherwise.

Prospectus dated May 1, 1999

TABLE OF CONTENTS

[TO BE COMPLETED]

</TABLE>

SUMMARY

This prospectus provides important information about Investors Mark Series Fund,
Inc. (the "Fund") and its ten Portfolios. Investors Mark Advisors, LLC (the
"Adviser") serves as the investment adviser for all ten Portfolios and employs
Sub-Advisers to assist it in managing the Portfolios. Shares of the
International Equity Portfolio are not currently offered for sale. This
Portfolio has not yet commenced investment operations.

Individuals cannot invest in the shares of the Portfolios directly. Instead they
participate through variable annuity contracts and variable life insurance
policies (collectively, the "Contracts") issued by an insurance company. You can
participate either through a Contract that you purchase yourself or through a
Contract purchased by your employer.

Through your participation in the Contract, you indirectly participate in
Portfolio earnings or losses, in proportion to the amount of money you invest.
Depending on your Contract, if you withdraw your money before retirement, you
may incur charges and additional tax liabilities. For further information about
your Contract, please refer to your Contract prospectus.

The Contracts may be sold by banks. An investment in a Portfolio of the Fund
through a Contract is not a deposit of a bank and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

The investment objectives of the Portfolios may be changed without shareholder
approval.

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the same
money managers. These Portfolios are not those publicly available mutual funds
and will not have the same performance. Different performance will result from
such factors as different implementation of investment policies, different cash
flows into and out of the Portfolios, different fees, and different sizes.

Balanced Portfolio
Fact Sheet
Sub-Adviser: Kornitzer Capital Management, Inc.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks long-term capital growth and high current income

Investment Strategy

The Portfolio's Sub-Adviser seeks to achieve long-term capital growth primarily
by investment in common stocks and secondarily by investment in convertible
bonds and convertible preferred stocks. The Sub-Adviser seeks to achieve high
current income by investing in

* corporate bonds
* government bonds
* mortgage-backed securities
* convertible bonds
* preferred stocks
* convertible preferred bonds

The Portfolio will normally invest in a broad array of securities, diversified
as to types, companies and industries. The Sub-Adviser anticipates that the
majority of common stocks purchased will be those of mid to large capitalization
companies (those with capitalization in excess of $1 billion).

The Portfolio may invest up to 75% of its assets in

* corporate bonds
* convertible bonds
* preferred stocks
* convertible preferred stocks

The Sub-Adviser expects that from time to time these securities may be rated
below investment grade (BBB) by the major rating agencies. The Sub-Adviser
believes this policy is justified given

* the Sub-Adviser's view that these securities from time to time offer
superior value

* the Sub-Adviser's experience and substantial in-house credit research
capabilities with higher yielding securities

The Portfolio may invest up to 20% of its assets in lower rated securities
commonly known as "junk bonds."

The Portfolio is authorized to write (i.e. sell) covered call options on the
securities in which it may invest and to enter into closing purchase
transactions with respect to certain of such options. Up to 25% of the
Portfolio's total assets may be subject to covered call options. A covered call
option is an option where the Portfolio in return for a premium gives another
party a right to buy specified securities owned by the Portfolio at a specified
future date and price set at the time of the contract. Covered call options
serve as a partial hedge against the price of the underlying security declining.

The proportion of the Portfolio invested in each type of security is expected to
change over time in accordance with the Sub-Adviser's interpretation of economic
conditions and underlying security values. However the Sub-Adviser expects that
a minimum of 25% of the Portfolio's total assets will always be invested in
fixed income senior securities and that a minimum of 25% of the Portfolio's
total assets will always be invested in equity securities.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Credit Risk: the risk that an issuer of a fixed income security owned by the
Portfolio may be unable to make interest or principal payments.

Interest Rate Risk: the risk that fluctuations in interest rates may affect the
value of the Portfolio's interest-paying fixed income securities.

Prepayment Risk: the risk that the holder of a mortgage underlying a
mortgage-backed security owned by the Portfolio will prepay principal,
particularly during periods of declining interest rates.

The lower ratings of certain securities held by the Portfolio may enhance the
risks described above. Lower rated instruments, especially so called "junk
bonds," involve greater risks due to the financial health of the issuer and the
economy generally and their market prices can be more volatile.

Performance Information

The performance information presented herein is intended to help you evaluate
the potential risks and rewards of an investment in the Portfolio by showing
changes in the Portfolio's performance and comparing the Portfolio's performance
with the performance of a broad based market index. How the Portfolio performed
in the past is not necessarily an indication of how the Portfolio will perform
in the future.

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

The highest quarterly return for the Portfolio from ___________, 1997 to
December 31, 1998 was __________ (for the quarter ended ___________) and the
lowest quarterly return was ___________ (for the quarter ended ___________).

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Global Fixed Income Portfolio
Fact Sheet
Sub-Adviser: Standish International Management Company, L.P.

For more information about each type of investment, please read the section in
the prospectus called "More About Portfolio Investments."

Investment Objective

* seeks maximum total return while realizing a market level of income
consistent with preserving capital and liquidity.

Investment Strategy

The Portfolio normally invests at least 65% of its total assets in fixed income
securities of foreign governments or their political subdivisions and companies
located in at least three countries around the world, including the United
States.

The Portfolio intends, however, to invest in no fewer than eight foreign
countries. The Portfolio may invest a substantial portion of its assets in one
or more of those eight countries. The Portfolio may also invest up to 10% of its
total assets in emerging markets generally and may invest up to 3% of its total
assets in any one emerging market.

The Portfolio will be an actively managed non-diversified portfolio consisting
primarily of fixed income securities denominated in foreign currencies and the
U.S. dollar. Non-diversified means that the Portfolio may invest more than 5% of
its total assets in the securities of a single issuer.

The Sub-Adviser seeks to add value to the Portfolio by selecting undervalued
investments, rather than by varying the average maturity of the Portfolio to
reflect interest rate forecasts. The Sub-Adviser utilizes fundamental credit and
sector valuation techniques to evaluate what it considers to be less efficient
markets and sectors of the fixed income marketplace in an attempt to select
securities with the potential for the highest return. The Sub-Adviser emphasizes
intermediate term economic fundamentals relating to foreign countries and
emerging markets, rather than focusing on day-to-day fluctuations in a
particular currency or in the fixed income markets.

The Portfolio invests primarily in investment grade fixed income securities or
those determined by the Sub-Adviser to be of comparable quality, but it may
invest up to 15% of its total assets in below-investment grade securities (junk
bonds). The average dollar weighted credit quality of the Portfolio is expected
to be in a range of Aa to A according to Moody's or AA to A according to S&P,
Duff, Fitch or IBCA.

The Portfolio may invest in all types of fixed income securities including

* bonds
* notes (including structured or hybrid notes)
* mortgage-backed securities
* asset-backed securities
* convertible securities
* Eurodollar and Yankee Dollar instruments
* preferred stocks (including convertible preferred stocks)
* warrants
* money market instruments

These fixed income securities may be issued by various entities including

* foreign and U.S. corporations or entities
* foreign governments and their political subdivisions
* the U.S. Government and its agencies, authorities, instrumentalities
or sponsored enterprises
* supranational entities, including international organizations designated
or supported by governmental entities to promote economic reconstruction
or development, and international banking institutions and related
government agencies

The Portfolio may engage in a variety of foreign currency exchange transactions
to protect against uncertainty in the levels of future currency exchange rates.
These transactions may include the purchase and sale of foreign currencies and
options on foreign currencies. They also may include the purchase and sale of
currency forward contracts and currency futures contracts and related options.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Credit Risk: the risk that an issuer of a fixed income security owned by the
Portfolio may be unable to make interest or principal payments.

Interest Rate Risk: the risk that fluctuations in interest rates may affect the
value of the Portfolio's interest-paying fixed income securities.

Prepayment Risk: the risk that the holder of a mortgage underlying a
mortgage-backed security owned by the Portfolio will prepay principal,
particularly during periods of declining interest rates.

Lack of Diversification Risk: the risk that by investing a significant amount of
the Portfolio's assets in the securities of a small number of foreign issuers,
the Portfolio's net asset value will be more sensitive to events affecting those
issuers.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Currency Risk: the risk that a foreign currency will decline in value. The
Portfolio may trade in currencies other than the U.S. dollar. An increase in the
value of the U.S. dollar relative to a foreign currency will adversely affect
the value of the Portfolio.

Limited Information Risk: the risk that foreign companies may not be subject to
accounting standards or governmental supervision comparable to U.S. companies
and that less public information about their operations may exist.

Settlement and Clearance Risk: the risks associated with the clearance and
settlement procedures in non-U.S. markets, which may be unable to keep pace with
the volume of securities transactions and may cause delays.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

The highest quarterly return for the Portfolio from __________, 1997 to December
31, 1998 was __________ (for the quarter ended ___________) and the lowest
quarterly return was ___________ (for the quarter ended ___________).

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Growth & Income Portfolio
Fact Sheet
Sub-Adviser: Lord, Abbett & Co.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks to provide long-term growth of capital and income without excessive
fluctuation in market value.

Investment Strategy

The Portfolio intends to keep its assets invested in those securities which are
selling at reasonable prices in relation to value and, to do so, it may have to
forego some opportunities for gains when, in the judgment of Portfolio
management, they carry excessive risk.

The Portfolio will try to anticipate major changes in the economy and select
stocks which it believes will benefit most from these changes.

The Portfolio will normally invest in common stocks (including securities
convertible into common stocks) of large, seasoned companies in sound financial
condition, which common stocks are expected to show above-average price
appreciation. Although the prices of common stocks fluctuate and their dividends
vary, historically, common stocks have appreciated in value and their dividends
have increased when the companies they represent have prospered and grown.

The Portfolio constantly seeks to balance the opportunity for profit against the
risk of loss. In the past, very few industries have continuously provided the
best investment opportunities. The Portfolio will take a flexible approach and
adjust the Portfolio to reflect changes in the opportunity for sound investments
relative to the risks assumed. Therefore, the Portfolio will sell stocks that
are judged to be overpriced and reinvest the proceeds in other securities which
are believed to offer better values for the Portfolio.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Value Investing Risk: the risk that the portfolio manager's judgment that a
particular security is undervalued in relation to the company's fundamental
economic values may prove incorrect.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Intermediate Fixed Income Portfolio
Fact Sheet
Sub-Adviser: Standish, Ayer & Wood, Inc.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* primarily to achieve a high level of current income consistent with
preserving capital and liquidity.

* secondarily to seek capital appreciation when changes in interest rates or
other economic conditions indicate that capital appreciation may be
available without significant risk to principal.

Investment Strategy

The Portfolio normally invests substantially all, and at least 65% of its
assets, in investment grade fixed income securities. The Portfolio may invest up
to 20% of its assets in fixed income securities of foreign corporations and
foreign governments and their political subdivisions, including securities of
issuers located in emerging markets. No more than 10% of the Portfolio's total
assets will be invested in foreign securities not subject to currency hedging
transactions back into U.S. dollars.

The Sub-Adviser's primary investment management and research focus is at the
security and industry sector level. The Sub-Adviser seeks to add value to the
Portfolio by selecting undervalued investments, rather than by varying the
average maturity of the Portfolio to reflect interest rate forecasts. The
Sub-Adviser utilizes fundamental credit and sector valuation techniques to
evaluate what it considers to be less efficient markets and sectors of the fixed
income marketplace in an attempt to select securities with the potential for the
highest return.

The Portfolio invests primarily in investment grade fixed income securities or
those determined by the Sub-Adviser to be of comparable quality. It may,
however, invest up to 20% of its total assets in below-investment grade
securities (junk bonds). The average dollar-weighted credit quality of the
Portfolio is expected to be Aa according to Moody's or AA according to S&P, Duff
or Fitch.

The Portfolio may invest in all types of fixed income securities including:

* bonds
* notes (including structured or hybrid notes)
* mortgage-backed securities
* asset-backed securities
* convertible securities
* Eurodollar and Yankee Dollar investments
* preferred stocks
* money market instruments

These fixed income securities may be issued by

* U.S. and foreign corporations or entities
* U.S. and foreign banks
* The U.S. Government and its agencies, authorities, instrumentalities or
sponsored enterprises
* foreign governments and their political subdivisions

The Portfolio generally invests in securities with final maturities, average
lives or interest rate reset frequencies of 15 years or less.

Under normal conditions, the Portfolio's average dollar-weighted effective
portfolio maturity will vary from five to thirteen years.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Credit Risk: the risk that an issuer of a fixed income security owned by the
Portfolio may be unable to make interest or principal payments.

Interest Rate Risk: the risk that fluctuations in interest rates may affect the
value of the Portfolio's interest-paying fixed income securities.

Prepayment Risk: the risk that the holder of a mortgage underlying a
mortgage-backed security owned by the Portfolio will prepay principal,
particularly during periods of declining interest rates.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Large Cap Value Portfolio
Fact Sheet
Sub-Adviser: David L. Babson & Co., Inc.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks long-term growth of capital and income by investing principally in a
diversified portfolio of common stocks which are considered to be
undervalued in relation to earnings, dividends and/or assets.

Investment Strategy

The Portfolio will normally invest at least 90% of its assets in common stocks,
either listed on an exchange or over-the-counter. The Portfolio may invest in
securities convertible into common stocks.

The Portfolio intends to invest in stocks of companies which are rated "B-" or
better in investment quality (growth and stability of earnings and dividends) by
S&P and/or "B" or better by Value Line in financial strength.

The Sub-Adviser will consider a stock to be undervalued if it is currently
trading at a price below which the Sub-Adviser believes it should be trading and
therefore represents a superior potential investment based on one or more of the
following comparisons:

1. price relative to earnings,
2. price relative to dividends,
3. price relative to assets as measured by book value.

Valuation levels as described above for each security will be compared to a
large universe of stocks as selected by the Sub-Adviser, as well as its own past
history of valuation over several years. The universe will vary from time to
time and may consist of as many as a thousand stocks. The holdings in the
Portfolio will be monitored regularly by the Sub-Adviser to determine that they
continue to be relatively favorable investments.

The Portfolio will typically hold shares of companies whose shares are
relatively unpopular and out-of-favor among investors generally at the time of
purchase. Thus the Portfolio may be considered to be "contrarian" in nature.
However, the Portfolio will be restricted to companies which the Sub-Adviser
believes are sound businesses with good future potential and should, therefore,
eventually gain greater investor favor.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Value Investing Risk: the risk that the portfolio manager's judgment that a
particular security is undervalued in relation to the company's fundamental
economic values may prove incorrect.

Risk of Investing in Larger Companies: the risk that larger more established
companies may be unable to respond quickly to new competitive challenges such as
changes in technology and consumer tastes. Many larger companies also may not be
able to attain the high growth rates of successful smaller companies, especially
during extended periods of economic expansion.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Large Cap Growth Portfolio
Fact Sheet
Sub-Adviser: Stein Roe & Farnham, Incorporated

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks long-term capital appreciation

Investment Strategy

The Portfolio normally invests at least 65% of its total assets in common stocks
and other equity-type securities that the Sub-Adviser believes have long-term
appreciation possibilities. Such equity-type securities include

* preferred stocks
* securities convertible into or exchangeable for common stocks
* warrants or rights to purchase common stocks

The Portfolio is designed for long-term investors who desire to participate in
the stock market with more investment risk and volatility than the stock market
in general, but with less investment risk and volatility than aggressive capital
appreciation funds. The Portfolio seeks to reduce risk by investing in a
diversified portfolio, but this does not eliminate risk.

The Portfolio also may invest in investment grade debt securities of corporate
and government issuers.

The Portfolio may invest up to 25% of its total assets in foreign securities.
The Portfolio also may invest in options, futures contracts and futures options.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Growth Investing Risk: the risk of the volatility of growth stocks. Growth
companies usually invest a high portion of earnings in their businesses, and may
lack the dividends of value stocks that can cushion prices in a falling market.
Also, earnings disappointments often lead to sharply falling prices because
investors buy growth stocks in anticipation of superior earnings growth.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Mid Cap Equity Portfolio
Fact Sheet
Sub-Adviser: Standish, Ayer & Wood, Inc.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks to achieve long-term growth of capital through investment primarily
in equity and equity-related securities of companies which appear to be
undervalued.

Investment Strategy

The Portfolio will normally invest at least 80% of the Portfolio's total assets
in equity and equity-related securities issued by U.S. or foreign companies.
These include

* exchange-traded and over-the-counter common and preferred stocks
* warrants
* rights
* convertible securities
* depository shares and receipts
* trust certificates
* shares of other investment companies
* limited partnership interests
* equity participations

The Portfolio follows a disciplined investment strategy, emphasizing stocks
which the Sub-Adviser believes offer above average potential for capital growth.
The Sub-Adviser intends to use statistical modeling techniques that utilize
stock specific factors to identify attractive equity securities. Such factors
include:

* current price earnings ratios
* stability of earnings growth
* forecasted changes in earnings growth
* trends in consensus analysts' estimates
* measures of earnings results relative to expectations

Once identified, these securities will be subject to further fundamental
analysis by the Sub-Adviser's professional staff before they are included in the
Portfolio's holdings. Securities selected for inclusion in the Portfolio's
holdings will represent various industries and sectors. The Sub-Adviser's
security selection tends to have a midcap bias, as its research indicates that
the potential returns associated with its approach are highest in that sector of
the market.

The Sub-Adviser seeks to add value to portfolios of securities by finding
companies with improving business momentum whose securities have reasonable
valuations. The Sub-Adviser utilizes both quantitative and fundamental analysis
to find stocks whose estimates of earnings are being revised upwards but whose
valuation does not yet reflect this positive trend.

When the Sub-Adviser believes that foreign markets offer above average growth
potential, the Portfolio may invest without limit in equity and equity-related
securities of foreign issuers that are listed on a United States securities
exchange or traded in the U.S. over-the-counter market.

The Portfolio may invest in shares of real estate investment trusts (REITs),
which are pooled investment vehicles that invest in real estate or real estate
loans or interests.

The Portfolio may invest in debt securities and preferred stocks which are
convertible into, or exchangeable for, common stocks.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Value Investing Risk: the risk that the portfolio manager's judgment that a
particular security is undervalued in relation to the company's fundamental
economic values may prove incorrect.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors; over-the-counter securities may
also be less liquid than exchange-traded securities.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

Money Market Portfolio
Fact Sheet
Sub-Adviser: Standish, Ayer & Wood, Inc.

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks to obtain the highest level of current income which is consistent
with the preservation of capital and maintenance of liquidity.

Investment Strategy

The Portfolio invests only in:

* obligations of the United States Government

* obligations issued by agencies or instrumentalities of the United States
Government

* instruments that are secured or collateralized by obligations of the United
States Government, its agencies or its instrumentalities

* short-term obligations of United States banks and savings and loan
associations and companies having assets of more than $1 billion

* instruments fully secured or collateralized by such bank and savings and
loan obligations

* dollar-denominated short-term obligations of foreign banks, foreign
branches of foreign or U.S. banks (referred to as "Eurodollars"), and
short-term obligations of U.S. branches and agencies of foreign banks
(referred to as "Yankee dollars")

* commercial paper and short-term corporate debt securities rated in one of
the two highest categories for short term debt securities by at least two
nationally recognized statistical rating organizations (NRSROs) or one such
NRSRO if only one has rated the security

* corporate or other notes guaranteed by letters of credit from banks in the
United States having assets of more than $1 billion or collateralized by
United States Government obligations

* obligations of (i) consumer and commercial finance companies, (ii)
securities brokerage companies, (iii) leasing companies and (iv) insurance
companies.

Certain of these obligations may be variable or floating rate instruments.

The Portfolio may only invest in high quality U.S. dollar-denominated
instruments that are determined to present minimal credit risks.

The Portfolio will enter into repurchase agreements under which it purchases
securities, subject to agreement by the seller to repurchase the securities at a
higher price on a specified date, with the gain establishing the yield during
the Portfolio's holding period. The Sub-Adviser, under general policies
established by the Fund's Directors, reviews the creditworthiness of the other
party to any repurchase agreement, and will only enter into repurchase
agreements with parties whose credit is deemed satisfactory.

Investment Risks

The principal risks of investing in the Portfolio are:

Risk of Money Market Funds: Although the Portfolio seeks to preserve the value
of your investment at $1.00 per share, it is possible to lose money by investing
in the Portfolio. An investment in the Portfolio is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

Credit Risk: the risk that an issuer of a fixed income security owned by the
Portfolio may be unable to make interest or principal payments.

Interest Rate Risk: the risk that fluctuations in interest rates may affect the
value of the Portfolio's interest-paying fixed income securities.

Repurchase Agreement Risk: the risk that if the seller becomes bankrupt, the
Portfolio may experience delays in recovering its money, fail to recover part or
all of its investment, and incur costs in disposing of the securities used as
collateral for the seller's repurchase obligation.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

7 day yield as of December 31, 1998 ____%

Small Cap Equity Portfolio
Fact Sheet
Sub-Adviser: Stein Roe & Farnham, Incorporated

For more information about each type of investment, please read the section in
this prospectus called "More About Portfolio Investments."

Investment Objective

* seeks long-term capital appreciation

Investment Strategy

The Portfolio invests primarily in a diversified portfolio of common stocks and
other equity-type securities of entrepreneurially managed companies that the
Sub-Adviser believes represent special opportunities. Equity-type securities
include

* preferred stocks
* securities convertible or exchangeable for common stocks
* warrants or rights to purchase common stocks

The Portfolio emphasizes investments in financially strong small and medium-
sized companies, based principally on appraisal of their management and stock
valuations. The Sub-Adviser considers "small" and "medium-sized" companies to be
those with market capitalizations of less than $1 billion and $1 to $3 billion,
respectively.

In both its initial and ongoing appraisals of a company's management, the Sub-
Adviser seeks to know both the principal owners and senior management and to
assess their business judgment and strategies through personal visits. The Sub-
Adviser favors companies whose management has an owner/operator, risk-adverse
orientation and a demonstrated ability to create wealth for investors.

Attractive company characteristics include

* unit growth
* favorable cost structures or competitive positions
* financial strength that enables management to execute business strategies
under difficult conditions

The Sub-Adviser believes that a company is attractively valued when its stock
can be purchased at a meaningful discount to the value of the underlying
business.

The Portfolio is designed for long-term investors who want greater return
potential than is available from the stock market in general, and who are
willing to tolerate the greater investment risk and market volatility associated
with investments in small and medium-sized companies. Although the Portfolio
does not attempt to reduce or limit risk through wide industry diversification
of investment, it usually allocates its investments among a number of different
industries rather than concentrating in a particular industry or group of
industries.

The Portfolio may invest up to 35% of its assets in debt securities of corporate
and governmental issuers, primarily investment grade.

The Portfolio may invest up to 25% of its total assets in foreign securities.
The Portfolio also may invest in options, futures contracts and futures options.

Investment Risks
The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Small Capitalization Company Risk: the risk that small companies may be
generally subject to more abrupt or erratic market movements than securities of
larger, more established companies.

Liquidity Risk: the risk that the degree of market liquidity of some stocks in
which the Portfolio invests may be relatively limited in that the Portfolio
invests in over-the-counter stocks.

Credit Risk: the risk that an issuer of a fixed income security owned by the
Portfolio may be unable to make interest or principal payments.

Interest Rate Risk: the risk that fluctuations in interest rates may affect the
value of the Portfolio's interest-paying fixed income securities.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Performance Information

This chart illustrates the Portfolio's annual returns for one year and since
inception.

[BAR CHART]

This table compares the Portfolio's average annual returns to the returns of
[INDEX] for 1 calendar year and since inception.

[TABLE]

International Equity Portfolio
Fact Sheet
Sub-Adviser: BBOI Worldwide LLC

For more information about each type of investment, please read the section in
the prospectus called "More About Portfolio Investments."

Investment Objective

* seeks long-term capital appreciation

Investment Strategy

The Portfolio will invest primarily in common stocks of well established
companies located outside the United States. The Portfolio intends to diversify
its holdings among several countries. Normally, the Portfolio will invest at
least 65% of its assets in the securities of companies located in at least five
countries, not including the United States.

The Portfolio may also invest in, among other things,

* equity-related securities (such as preferred stocks and convertible
securities)
* debt securities issued by foreign governments or foreign corporations
* U.S. or foreign short-term investments
* the securities of smaller companies
* the securities of unseasoned issuers

In selecting its securities, the Portfolio places primary emphasis on
fundamentally undervalued stocks as determined by a range of characteristics
including

* relatively low price-earnings multiples
* dividend yield
* consistency of earnings growth and cash flow
* financial strength
* realizable asset value
* liquidity

The Portfolio will invest the majority of its assets in companies with medium to
large market capitalizations (currently considered to be those in excess of $1
billion). The Portfolio is presently anticipated to be weighted toward companies
located in Western Europe, Australia and the Far East. The Portfolio is free to
invest, however, in companies of any size and in companies located in other
foreign countries including developing countries.

The investment approach of the Sub-Adviser is based on "bottom-up" fundamental
analysis of individual companies within a framework of dynamic economic and
business themes that are believed to provide the best opportunities for
effective stock selection. Stock selection decisions are guided by:

- --GLOBAL ECONOMIC AND BUSINESS THEMES. The Sub-Adviser identifies economic and
business themes and trends that have the potential to support the long-term
growth prospects of companies best positioned to take advantage of them. These
themes and trends may transcend political and geographic boundaries and may be
global or regional in nature. Current themes and trends include, for example,

* worldwide growth in telecommunications and multimedia
* positive banking environment
* rapid economic development in the Pacific Basin
* global healthcare trends
* unique consumer franchises

- --FUNDAMENTAL ANALYSIS. The Sub-Adviser seeks to identify companies that it
believes are best positioned to benefit from the identified themes and trends.
It conducts an extensive "bottom-up" analysis seeking individual quality
companies with stocks that are fundamentally undervalued relative to their
long-term prospective earnings growth rate, their historic valuation levels and
their peer group. This process includes

* examining financial statements
* evaluating management and products
* assessing competitive position and strengths
* analyzing the economic variables affecting a company's operating
environment

This in-depth, fundamental analysis is believed to be the most important step in
identifying stock selections for the Portfolio.

Actual country weightings are a by-product of the bottom-up stock selection
approach. Accordingly, the country in which a company is located is considered
by the Sub-Adviser to be less important than the diversity of its sources of
earnings and earnings growth.

Investment Risks

The principal risks of investing in the Portfolio are:

Market Risk: the risk that the value of the securities purchased by the
Portfolio will decline as a result of economic, political or market conditions
or an issuer's financial circumstances.

Value Investing Risk: the risk that the portfolio manager's judgment that a
particular security is undervalued in relation to the company's fundamental
economic values may prove incorrect.

Small Capitalization Company Risk: the risk that small companies may be
generally subject to more abrupt or erratic market movements than securities of
larger, more established companies.

Liquidity Risk: the risk that the degree of market liquidity of some stocks in
which the Portfolio invests may be relatively limited in that the Portfolio may
invest in over-the-counter stocks.

Foreign Securities Risks

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors.

MORE ABOUT PORTFOLIO INVESTMENTS

Certain of the investment techniques, instruments and risks associated with each
Portfolio are referred to in the discussion that follows.

Equity Securities

Equity securities represent an ownership position in a company. The prices of
equity securities fluctuate based on changes in the financial condition of the
issuing company and on market and economic conditions. Companies sell equity
securities to get the money they need to grow.

Stocks are one type of equity security. Generally, there are two types of
stocks:

Common stock - Each share of common stock represents a part of the ownership of
a company. The holder of common stock participates in the growth of a company
through increasing stock price and dividends. If a company experiences
difficulty, a stock price can decline and dividends may not be paid.

Preferred stock - Each share of preferred stock allows the holder to receive a
dividend before the common stock shareholders receive dividends on their shares.

Other types of equity securities include, but are not limited to, convertible
securities, warrants, rights and foreign equity securities such as ADRs, GDRs,
EDRs and IDRs.

Fixed Income Securities

Fixed income securities include a broad array of short, medium and long term
obligations, including notes and bonds. Fixed income securities may have fixed,
variable or floating rates of interest, including rates of interest that vary
inversely at a multiple of a designated or floating rate, or that vary according
to changes in relative values of currencies. Fixed income securities generally
involve an obligation of the issuer to pay interest on either a current basis or
at the maturity of the security and to repay the principal amount of the
security at maturity.

Bonds are one type of fixed income security and are sold by governments on the
local, state and federal levels and by companies. Investing in a bond is like
making a loan for a fixed period of time at a fixed interest rate. During the
fixed period, the bond pays interest on a regular basis. At the end of the fixed
period, the bond matures and the investor usually gets back the principal amount
of the bond.

Fixed periods to maturity are categorized as:

* Short-term (generally less than 12 months)
* Intermediate- or Medium-term (one to ten years)
* Long-term (10 years or more)

Commercial paper - is a specific type of corporate or short-term note. In fact,
it is very short-term, being paid in less than 270 days. Most commercial paper
matures in 50 days or less.

Mortgage-backed securities - are securities representing interests in "pools" of
mortgage loans securitized by residential or commercial property. Payments of
interest and principal on these securities are generally made monthly, in
effect, "passing through" monthly payments made by individual borrowers on the
mortgage loans which underlie the securities.

U.S. Government securities - are obligations of, or guaranteed by the U.S.
Government or its agents or instrumentalities. Some U.S. Government securities,
such as Treasury bills, notes, bonds and securities issued by GNMA, are
supported by the full faith and credit of the U.S.; others such as securities
issued by the Federal Home Loan Banks, are supported by the right of the issuer
to borrow from the U.S. Treasury; others such as those of FNMA, and FHLMC are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations, while still others such as those of the Student Loan
Marketing Association, the Tennessee Valley Authority and the Small Business
Authority are supported only by the credit of the instrumentality. High quality
money market instruments may include:

* Cash and cash equivalents
* U.S. Government securities
* Certificates of deposit or other obligations of U.S. banks with total
assets in excess of $1 billion
* Corporate debt obligations with remaining maturities of 12 months or
less
* Commercial paper sold by corporations and finance companies
* Repurchase agreements, money market securities of foreign issuers
payable in U.S. dollars, asset-backed securities, loan participations
and adjustable rate securities
* Bankers' acceptances
* Time deposits

Bonds, commercial paper and mortgage-backed securities are not the only types of
fixed income securities. Other fixed income securities and instruments include,
but are not limited to,

* convertible bonds, debentures and notes
* asset-backed securities
* certificates of deposit
* fixed time deposits
* bankers' acceptances
* repurchase agreements
* reverse repurchase agreements

Money Market Instruments

All of the Portfolios may invest in high quality money market instruments. A
money market instrument is high quality when it is rated in one of the two
highest rating categories by S&P or Moody's or another nationally recognized
service, or if unrated, deemed high quality by the Adviser or a Sub-Adviser.

Foreign Securities

Foreign securities are the equity, fixed income or money market securities of
foreign issuers. Securities of foreign issuers include obligations of foreign
branches of U.S. banks and of foreign banks, common and preferred stocks, and
fixed income securities issued by foreign governments, corporations and
supranational organizations. They also include ADRs, GDRs, IDRs and EDRs.

ADRs are certificates issued by a U.S. bank or trust company and represent the
right to receive securities of a foreign issuer deposited in a domestic bank or
foreign branch of a U.S. Bank. GDRs, IDRs and EDRs are receipts evidencing an
arrangement with a non-U.S. bank.

Portfolio Turnover

Portfolio turnover occurs when a Portfolio sells its investments and buys new
ones. In some Portfolios, high portfolio turnover occurs when they engage in
frequent trading as part of their investment strategy.

High portfolio turnover may cause a Portfolio's expenses to increase. For
example, a Portfolio may have to pay brokerage fees and other related expenses.
A portfolio turnover rate of 100% or more a year is considered high. A high rate
increases a Portfolio's transaction costs and expenses.

Portfolio turnover rates for each Portfolio are found in the Financial
Highlights section of this Prospectus.

A Word About Risk

As described in the fact sheet for each Portfolio, participation in a Portfolio
involves risk - even the risk that you will receive a minimal return on your
investment or the value of your investment will decline. It is important for you
to consider carefully the following risks when you allocate purchase payments or
premiums to the Portfolios.

Market Risk

Market risk refers to the loss of capital resulting from changes in the price of
investments. Generally, equity securities are considered to be subject to market
risk. For example, market risk occurs when the expectations of lower corporate
profits in general cause the broad market of stocks to fall in price. When this
happens, even though a company may be experiencing a growth in profits, the
price of its stock could fall.

Growth Investing Risk

This investment approach has additional risk associated with it due to the
volatility of growth stocks. Growth companies usually invest a high portion of
earnings in their businesses, and may lack the dividends of value stocks that
can cushion prices in a falling market. Also, earnings disappointments often
lead to sharply falling prices because investors buy growth stocks in
anticipation of superior earnings growth.

Value Investing Risk

This investment approach has additional risk associated with it because the
Portfolio manager's judgment that a particular security is undervalued in
relation to the company's fundamental economic values may prove incorrect.

Credit Risk

Credit risk refers to the risk that an issuer of a fixed income security may be
unable to pay principal or interest payments due on the securities. To help the
Portfolios' Sub-Advisers decide which corporate and foreign fixed income
securities to buy, they rely on Moody's and S&P (two nationally recognized bond
rating services), and on their own research, to lower the risk of buying a fixed
income security of a company that may not pay the interest or principal on the
fixed income security.

The credit risk of a portfolio depends on the quality of its investments. Fixed
income securities that are rated as investment grade have ratings ranging from
AAA to BBB. These fixed income securities are considered to have adequate
ability to make interest and principal payments.

Interest Rate Risk

Interest rate risk refers to the risk that fluctuations in interest rates may
affect the value of interest paying securities in a Portfolio. Fixed income
securities such as U.S. Government bonds are subject to interest rate risk. If a
Portfolio sells a bond before it matures, it may lose money, even if the bond is
guaranteed by the U.S. Government. Say, for example, a Portfolio bought an
intermediate government bond last year that was paying interest at a fixed rate
of 6%, it will have to sell it at a discount (and realize a loss) to attract
buyers if they can buy new bonds paying an interest rate of 7%.

Risks of Investing in Below Investment Grade Bonds or Junk Bonds Investing in
below investment grade bonds, such as the lower quality, higher yielding bonds
called junk bonds, can increase the risks of loss for a Portfolio. Junk bonds
are bonds that are issued by small companies or companies with limited assets or
short operating histories. These companies are more likely than more established
or larger companies to default on the bonds and not pay interest or pay back the
full principal amount. Third parties may not be willing to purchase the bonds
from the Portfolios, which means they may be difficult to sell and some may be
considered illiquid. Because of these risks, the companies issuing the junk
bonds pay higher interest rates than companies issuing higher grade bonds. The
higher interest rates can give investors a higher return on their investment.

Prepayment Risk

Prepayment risk is the risk that the holder of a mortgage underlying a mortgage-
backed security owned by the Portfolio will prepay principal, particularly
during periods of declining interest rates. This will reduce the stream of cash
payments that flow through to the Portfolio. Securities subject to prepayment
risk also pose a potential for loss when interest rates rise. Rising interest
rates may cause prepayments to occur at a slower rate than expected thereby
lengthening the maturity of the security and making it more sensitive to
interest rate changes.

Risks Associated with Foreign Securities

A foreign security is a security issued by an entity domiciled or incorporated
outside of the U.S. Among the principal risks of owning foreign securities are:

Political Risk: the risk that a change in a foreign government will occur and
that the assets of a company in which the Portfolio has invested will be
affected. In some countries there is the risk that the government may take over
the assets or operations of a company and/or that the government may impose
taxes or limits on the removal of a Portfolio's assets from that country.

Currency Risk: the risk that a foreign currency will decline in value. As long
as a Portfolio holds a security denominated in a foreign currency, its value
will be affected by the value of that currency relative to the U.S. dollar. An
increase in the value of the U.S. dollar relative to a foreign currency will
adversely affect the value of the Portfolio.

Liquidity Risk: foreign markets may be less liquid and more volatile than U.S.
markets and offer less protection to investors. Certain markets may require
payment for securities before delivery and delays may be encountered in settling
securities transactions. In some foreign markets there may not be protection
against failure by other parties to complete transactions.

Limited Information Risk: the risk that less government supervision of foreign
markets may occur. Foreign issuers may not be subject to the uniform accounting,
auditing and financial reporting standards and practices that apply to U.S.
issuers. In addition, less public information about their operations may exist.

Emerging Market Country Risk: the risks associated with investment in foreign
securities are heightened in connection with investments in the securities of
issuers in emerging markets countries. Such countries are generally defined as
countries in the initial stages of their industrialization cycles with low per
capita income. Although the markets of these developing countries offer higher
rates of return, they also pose additional risks to investors, including
immature economic structures, national policies restricting investments by
foreigners and different legal systems.

Settlement and Clearance Risk: the risks associated with the different clearance
and settlement procedures that are utilized in certain foreign markets. In
certain foreign markets, settlements may be unable to keep pace with the volume
of securities transactions, which may cause delays. If there is a settlement
delay, a Portfolio's assets may be uninvested and not earning returns. A
Portfolio also may miss investment opportunities or be unable to dispose of a
security because of these delays.

Year 2000 Risk

Like other mutual funds, as well as other financial and business organizations
around the world, the Fund could be adversely affected if the computer systems
used by the Adviser, the Sub-Advisers and other service providers, in performing
their administrative functions do not properly process and calculate
date-related information and data as of and after January 1, 2000. This is
commonly known as the "Year 2000 issue." The Adviser and Sub-Advisers are taking
steps that they believe are reasonably designed to address the Year 2000 issue
with respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by the Fund's other major
service providers. At this time, however, there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the Fund.

Managing Investment Risks

In pursuing their investment objectives, each Portfolio assumes investment risk.
The Portfolios try to limit their investment risk by diversifying their
investment portfolios across different industry sectors.

Defensive Investment Strategy

Under normal market conditions, none of the Portfolios intends to have a
substantial portion of its assets invested in cash or money market instruments,
except the Money Market Portfolio. When a Sub-Adviser determines that adverse
market conditions exist, a Portfolio may adopt a temporary defensive posture and
invest entirely in cash and money market instruments. When a Portfolio is
invested in this manner, it may not be able to achieve its investment objective.

Derivatives

Certain Portfolios may use various investment strategies

* to seek to hedge market risks
* to manage the effective maturity or duration of fixed income
securities or
* to seek to enhance potential gain

The strategies which may be used by all the Portfolios include, but are not
limited to, financial futures contracts, options on financial futures, options
on broad market indices and options on securities.

Certain Portfolios may purchase and sell foreign currencies on a spot basis in
connection with the settlement of transactions traded in such foreign
currencies. These Portfolios may also hedge the risks associated with their
investments by entering into forward foreign currency contracts and foreign
currency futures and options contracts, generally in anticipation of making
investments in companies whose securities are denominated in those currencies.

These investments are often referred to as derivatives.

MANAGEMENT OF THE FUND

The management and affairs of the Fund are supervised by the Board of Directors
under the laws of the State of Maryland. The Directors have approved agreements
under which, as described below, certain companies provide essential management
services to the Fund.

INVESTMENT ADVISER

Investors Mark Advisors, LLC (the "Adviser"), 700 Karnes Boulevard, Kansas City,
Missouri 64108, serves as the investment adviser of each Portfolio and, as such,
provides each Portfolio with professional investment supervision and management.
The Adviser, a Delaware limited liability company, is a wholly-owned subsidiary
of Jones & Babson, Inc. ("Jones & Babson"). Jones & Babson is a wholly-owned
subsidiary of Business Men's Assurance Company of America ("BMA"). Assicurazioni
Generali S.p.A., an insurance organization founded in 1831 based in Trieste,
Italy, is the ultimate parent of BMA.

The Adviser, formed in 1997, has been the investment adviser for each Portfolio
since its inception.

The Adviser oversees each Portfolio's day-to-day operations and supervises the
purchase and sale of Portfolio investments. The Adviser employs Sub- Advisers to
make investment decisions for each of the Portfolios.

The Adviser serves in its capacity as investment adviser through an investment
advisory agreement it enters into with the Fund. The Investment Advisory
Agreement provides for the Fund to pay all expenses not specifically assumed by
the Adviser. Examples of expenses paid by the Fund include custodial fees, and
the fees of outside legal and auditing firms. The Fund allocates these expenses
to each Portfolio in a manner approved by the Directors. The Investment Advisory
Agreement is renewed each year by the Directors.

Personnel of Jones & Babson provide the Adviser with experienced professional
fund administration and portfolio accounting under a services agreement between
the Adviser and Jones & Babson. As compensation, Jones & Babson receives an
annual fee equal to 0.06% of the average total net assets of the Fund. Jones &
Babson, founded in 1960, serves as the investment manager of numerous other
mutual funds.

Advisory Fees

Each Portfolio pays the Adviser a fee based on its average daily net asset
value. A Portfolio's net asset value is the total value of the Portfolio's
assets minus any money it owes for operating expenses plus any other
liabilities, such as the fee paid to its Custodian to safeguard the Portfolio's
investments.

During 1998, the first full fiscal year of the Portfolios, each of the
Portfolios paid the Adviser the following percentage of its average daily net
assets as compensation for its services as investment adviser to the Portfolios:

Portfolio Advisory Fee Paid
- ------------ -----------------

Intermediate Fixed Income ____%
Mid Cap Equity ____%
Money Market ____%
Global Fixed Income ____%
Small Cap Equity ____%
Large Cap Growth ____%
Large Cap Value ____%
Growth & Income ____%
Balanced ____%

As full compensation for its services under the Investment Advisory Agreement,
the Fund pays Adviser a monthly fee at the annual rates shown in the table below
based on the average daily net assets of each Portfolio.

<TABLE>
<CAPTION>
ADVISORY FEE
(ANNUAL RATE BASED ON
AVERAGE DAILY NET ASSETS
PORTFOLIO OF EACH PORTFOLIO)
- --------------------------------------------------------------------
<S> <C>
Intermediate Fixed Income .60%
Mid Cap Equity .80%
Money Market .40%
Global Fixed Income .75%
Small Cap Equity .95%
Large Cap Growth .80%
Large Cap Value .80%
Growth & Income .80%
Balanced .80%
International Equity ___%
</TABLE>

The Adviser may enter into administrative services agreements with insurance
companies pursuant to which the Adviser will compensate such companies for
administrative responsibilities relating to the Fund which are performed by such
insurance companies.

The Adviser has agreed that it will, if necessary, pay the expenses of each
Portfolio of the Fund until April 30, 2000 to the extent that expenses of a
Portfolio exceed the following percentages:

PORTFOLIO EXPENSE CAP
- --------------------------------------------
<S> <C>

Mid Cap Equity .90%
Large Cap Growth .90%
Large Cap Value .90%
Growth & Income .90%
Balanced .90%
Intermediate Fixed Income .80%
Money Market .50%
Global Fixed Income 1.00%
Small Cap Equity 1.05%
International Equity 1.20%
</TABLE>

This expense limitation may be modified or terminated in the discretion of the
Adviser at any time without notice to shareholders after April 30, 2000. The
Adviser may be reimbursed by the Portfolios for such expenses at a later date.
This may be done only if such reimbursement does not cause a Portfolio's
expenses to exceed the expense cap percentage shown above.

During fiscal 1998, total expenses, including investment advisory fees, of each
of the Portfolios amounted to the following percentages of average net assets,
reflecting an expense limitation in effect during the period:

Intermediate Fixed Income _____%
Mid Cap Equity _____%
Money Market _____%
Global Fixed Income _____%
Small Cap Equity _____%
Large Cap Growth _____%
Large Cap Value _____%
Growth & Income _____%
Balanced _____%

The expense limitation currently in effect is described above.

SUB-ADVISERS

For all of the Portfolios, the Adviser works with Sub-Advisers, financial
service companies that specialize in certain types of investing. However, the
Adviser still retains ultimate responsibility for managing the Portfolios. Each
Sub-Adviser's role is to make investment decisions for the Portfolios according
to each Portfolio's investment objectives and restrictions.

The following organizations act as Sub-Advisers to the Portfolios:

STANDISH, AYER & WOOD, INC. ("Standish"), One Financial Center, Boston,
Massachusetts 02111, is the Sub-Adviser for the Intermediate Fixed Income, Mid
Cap Equity and Money Market Portfolios of the Fund. Standish is a Massachusetts
corporation incorporated in 1933 and is a registered investment adviser under
the Investment Advisers Act of 1940. Standish provides fully discretionary
management services and counseling and advisory services to a broad range of
clients throughout the United States and abroad. As of December 31, 1998,
Standish managed approximately $___ billion of assets.

The Intermediate Fixed Income Portfolio manager is Caleb F. Aldrich. Mr.
Aldrich also manages the Standish Fixed Income Fund. During the past six years,
Mr. Aldrich has served as a Managing Director and Vice President of Standish.

The Mid Cap Equity Portfolio managers are Ralph S. Tate and David C.
Cameron. Mr. Tate and Mr. Cameron also manage the Equity Portfolio of the
Standish, Ayer & Wood Master Portfolio. During the past five years, Mr. Tate has
served as a Managing Director of Standish (since 1995) and President of Standish
International Management Company, L.P. ("SIMCO") (since 1996) and both Messrs.
Tate and Cameron have served as a Director and Vice President of Standish and a
Director of SIMCO (since 1995 for Mr. Cameron).

The Money Market Portfolio manager is Jennifer A. Pline. Ms. Pline also
manages the Standish Short-Term Asset Reserve Fund. During the past six years,
Ms. Pline has served as a Vice President of Standish.

SIMCO, One Financial Center, Boston, Massachusetts 02111, is the
Sub-Adviser for the Global Fixed Income Portfolio of the Fund. SIMCO is a
Delaware limited partnership organized in 1991 and is a registered investment
adviser under the Investment Advisers Act of 1940. The general partner of the
Adviser is Standish which holds a 99.98% partnership interest. The limited
partners, who each hold a 0.01% interest in SIMCO, are Walter M. Cabot, Sr., a
Senior Adviser to SIMCO and Standish, and D. Barr Clayson, Chairman and Vice
President of the Board of SIMCO and Director and Vice President of Standish.
Ralph S. Tate, Managing Director of Standish, is President and a Director of
SIMCO. Richard S. Wood, Vice President and a Managing Director of Standish, is
the Executive Vice President of SIMCO. Standish and SIMCO provide fully
discretionary management services and counseling and advisory services to a
broad range of clients throughout the United States and abroad.

The Global Fixed Income Portfolio manager is Richard S. Wood. Mr. Wood also
manages the Standish International Fixed Income Fund and the Standish Global
Fixed Income Portfolio. During the past six years, Mr. Wood has served as a Vice
President and a Managing Director (since 1995) of Standish and Executive Vice
President of SIMCO.

STEIN ROE & FARNHAM INCORPORATED ("Stein Roe"), One South Wacker Drive,
Chicago, Illinois 60606, is the Sub-Adviser for the Large Cap Growth and Small
Cap Equity Portfolios of the Fund. Stein Roe is registered as an investment
adviser under the Investment Advisers Act of 1940. Stein Roe was organized in
1986 to succeed to the business of Stein Roe & Farnham, a partnership that had
advised and managed mutual funds since 1949. Stein Roe is a wholly-owned
subsidiary of Liberty Financial Companies, Inc. ("Liberty Financial"), which in
turn is a majority owned indirect subsidiary of Liberty Mutual Insurance
Company.

The Large Cap Growth Portfolio manager is Erik P. Gustafson. Mr. Gustafson
also manages the Growth Stock Portfolio of SR&F Base Trust and had managed Stein
Roe Growth Stock Fund since 1994. Mr. Gustafson is a senior vice president and
senior portfolio manager with Stein Roe which he joined in 1992. From 1989 to
1992 he was an attorney with Fowler, White, Burnett, Hurley, Banick &
Strickroot. He holds a B.A. from the University of Virginia (1985) and M.B.A.
and J.D. degrees from Florida State University (1989). Mr. Gustafson was
responsible for managing $___ billion in mutual fund net assets at December 31,
1998. David P. Brady is associate portfolio manager. Mr. Brady is a vice
president of Stein Roe, which he joined in 1993, and was an equity investment
analyst with State Farm Mutual Automobile Insurance Company from 1986 to 1993.

The Small Cap Equity Portfolio managers are William M. Garrison and Steven
M. Salopek. Mr. Garrison is a vice president of Stein Roe, which he joined in
1989. He has been an associate portfolio manager of the Stein Roe Balanced Fund
since 1995 and has been an equity research analyst with Stein Roe since 1993.
Mr. Salopek is also a vice president of Stein Roe, which he joined in 1996 as an
analyst. Prior to joining Stein Roe, Mr. Salopek was an analyst with Banc One
Investment Advisors from 1990 to 1996.

DAVID L. BABSON & CO. INC. ("Babson"), One Memorial Drive, Cambridge,
Massachusetts 02142-1300, is the Sub-Adviser for the Large Cap Value Portfolio
of the Fund. Babson, a registered investment adviser under the Investment
Advisers Act of 1940, is an indirect subsidiary of Massachusetts Mutual Life
Insurance Company headquartered in Springfield, Massachusetts. Massachusetts
Mutual Life Insurance Company is an insurance organization founded in 1851 and
is considered to be a controlling person of Babson under the 1940 Act.

The Large Cap Value Portfolio manager is Roland W. Whitridge. Mr. Whitridge
also manages the Babson Value Fund and has done so since its inception in 1984.
Mr. Whitridge, a Chartered Financial Analyst, joined Babson in 1974, and has
over 30 years of investment management experience.

LORD, ABBETT & CO. ("Lord Abbett"), The General Motors Building, 767 Fifth
Avenue, New York, New York 10153-0203, is the Sub-Adviser for the Growth &
Income Portfolio of the Fund. Lord Abbett, a registered investment adviser under
the Investment Advisers Act of 1940, has been an investment manager for nearly
70 years. As of December 31, 1998, Lord Abbett managed approximately $__ billion
in a family of mutual funds and other advisory accounts.

The Growth & Income Portfolio manager is W. Thomas Hudson, Jr. Mr. Hudson
has been employed by Lord Abbett since 1982. Mr. Hudson has been a portfolio
manager since 1989 and became a Partner of Lord Abbett in 1997.

KORNITZER CAPITAL MANAGEMENT, INC. ("Kornitzer"), 7715 Shawnee Mission
Parkway, Shawnee Mission, Kansas 66202, is the Sub-Adviser for the Balanced
Portfolio of the Fund. Kornitzer, a registered investment adviser under the
Investment Advisers Act of 1940, is an independent investment counseling firm
founded in 1989. It serves a broad variety of individual, corporate and other
institutional clients by maintaining an extensive research and analytical staff.
Kornitzer is a closely held corporation and has limitations in the ownership of
its stock designed to maintain control in those who are active in management.
Owners of 5% or more of Kornitzer are John C. Kornitzer, Kent W. Gasaway,
Willard R. Lynch, Thomas W. Laming and Susan Stack. Kornitzer manages over $1.3
billion including the Buffalo family of mutual funds.

The Balanced Portfolio utilizes a team approach to both research and
portfolio management.

BBOI WORLDWIDE LLC ("BBOI Worldwide"), 210 University Boulevard, Denver,
Colorado 80206, is the Sub-Adviser for the International Equity Portfolio of the
Fund. BBOI Worldwide, a registered investment adviser under the Investment
Advisers Act of 1940, is a Delaware limited liability company formed in 1996.
Since BBOI Worldwide was only recently formed, it has only limited prior
experience as an investment adviser. However, BBOI Worldwide is a joint venture
between Berger Associates, Inc. ("Berger Associates") and Bank of Ireland Asset
Management (U.S.) Limited ("BIAM"), which have both been in the investment
advisory business for many years.

Berger Associates and BIAM each own a 50% membership interest in BBOI
Worldwide and each have an equal number of representatives on BBOI Worldwide's
Board of Managers. Berger Associates' role in the joint venture is to provide
administrative services and BIAM's role is to provide international and global
investment management expertise. Agreement of representatives of both Berger
Associates and BIAM is required for all significant management decisions for
BBOI Worldwide.

Since its founding in 1966, Bank of Ireland's investment management group has
become recognized among international and global investment managers, serving
clients in Europe, the United States, Canada, Australia and South Africa. BIAM
is an indirect wholly-owned subsidiary of Bank of Ireland. Bank of Ireland,
founded in 1783, is a publicly traded, diversified financial services group with
business operations worldwide. Bank of Ireland provides investment management
services through a network of related companies, including BIAM which serves
primarily institutional clients in the United States and Canada. Bank of Ireland
and its affiliates managed assets for clients worldwide in excess of $__ billion
as of December 31, 1998.

BBOI Worldwide has delegated day-to-day portfolio management responsibility to
BIAM which manages the investments in the Portfolio and determines what
securities and other investments will be purchased, retained, sold or loaned,
consistent with the investment objectives and policies established by the
Directors of the Fund. BIAM serves as investment adviser or sub-adviser to
pension and profit-sharing plans and other institutional investors and mutual
funds. BIAM also acts as sub-adviser for and is responsible for the day-to-day
management of the portfolio in which the assets of the Berger/BIAM International
Fund and the Berger/BIAM International Core Fund are invested. BIAM's main
offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 20 Horseneck Lane, Greenwich, CT 06830.

All investment decisions made for the International Equity Portfolio are made by
a team of BIAM investment personnel. No one individual is primarily responsible
for making the day to day investment decision for the Portfolio. Most of the
investment professionals at BIAM have been with BIAM at least 10 years.

Bank of Ireland or its affiliates may have deposit, loan or other commercial or
investment banking relationships with the issuers of securities which may be
purchased by the Portfolio, including outstanding loans to such issuers which
could be repaid in whole or in part with the proceeds of securities purchased by
the Portfolio. Federal law prohibits the Sub-Adviser, in making investment
decisions, from using material non-public information in its possession or in
the possession of any of its affiliates.

Sub-Advisory Fees

Under the Sub-Advisory Agreements, the Adviser has agreed to pay each Sub-
Adviser a fee for its services out of the fees the Adviser receives from the
Portfolios. During 1998, the first full fiscal year of the Portfolios, the
Adviser paid the Sub-Advisers fees based on the following percentages of each
Portfolio's average daily net assets:

<TABLE>
<CAPTION>
Sub-Advisory
Portfolio Fee Paid
- -------------------------------------------
<S> <C>

Under the terms of each Sub-Advisory Agreement, the Adviser is obligated to pay
each Sub-Adviser, as full compensation for services rendered under the
Sub-Advisory Agreement with respect to each Portfolio, monthly fees at the
following annual rates based on the average daily net assets of each Portfolio:

Portfolio Sub-Advisory Fee
- ---------------------------------------------------------
<S> <C>
Intermediate Fixed Income Portfolio .20%
Mid Cap Equity Portfolio .35%
Money Market Portfolio .15%
Global Fixed Income Portfolio .35%
Small Cap Equity Portfolio .55%
Large Cap Growth Portfolio .45%
Large Cap Value Portfolio .45% of first $40 million
.40% of average daily net assets over
and above $40 million
Growth & Income Portfolio .45% of first $40 million
.40% of average daily net assets over
and above $40 million
Balanced Portfolio .40% of first $40 million
.35% of average daily net assets over
and above $40 million
International Equity Portfolio ___%
</TABLE>

Placing Orders for Shares

The prospectus for your Contract describes the procedures for investing your
purchase payments or premiums in shares of the Portfolios. You may obtain a copy
of that prospectus, free of charge, from the life insurance company or from the
person who sold you the Contract. The Portfolios do not charge any fees for
selling (redeeming) shares.

Payment for Redemptions

Payment for orders to sell (redeem) shares will be made within seven days after
the Fund receives the order.

Suspension or Rejection of Purchases and Redemptions

The Portfolios may suspend the offer of shares, or reject any specific request
to purchase shares from a Portfolio at any time. The Portfolios may suspend
their obligation to redeem shares or postpone payment for redemptions when the
New York Stock Exchange is closed or when trading is restricted on the Exchange
for any reason, including emergency circumstances established by the Securities
and Exchange Commission.

Right to Restrict Transfers

Neither the Fund nor the Separate Accounts are designed for professional market
timing organizations, other entities, or individuals using programmed, large
and/or frequent transfers. The Separate Accounts, in coordination with the Fund,
reserve the right to temporarily or permanently refuse exchange requests if, in
the Adviser's judgment, a Portfolio would be unable to invest effectively in
accordance with its investment objectives and policies, or would otherwise
potentially be adversely affected. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to a Portfolio and
therefore may be refused. Investors should consult the Separate Account
prospectus that accompanies this Fund Prospectus for information on other
specific limitations on the transfer privilege.

Net Asset Value

The value or price of each share of each Portfolio (net asset value per share)
is calculated at the close of business, usually 4:00 p.m., of the New York Stock
Exchange, every day that the New York Stock Exchange is open for business. The
value of all assets held by each Portfolio at the end of the day, is determined
by subtracting all liabilities and dividing the total by the total number of
shares outstanding. This value is provided to the life insurance company, which
uses it to calculate the value of your interest in your Contract. It is also the
price at which shares will be bought or sold in the Portfolios for orders they
received that day.

The value of the net assets of the Portfolio is determined by obtaining market
quotations, where available, usually from pricing services. Short-term debt
instruments maturing in less than 60 days are valued at amortized cost.
Securities for which market quotations are not available are valued at their
fair value as determined, in good faith, by the Adviser based on policies
adopted by the Board of Directors.

Some of the Portfolios trade securities on foreign markets or in foreign
currencies. Those markets are open at different times and occasionally on
different days than securities traded on the New York Stock Exchange. Exchange
rates for foreign currencies are usually determined at 1:00 p.m. rather than
4:00 p.m. These factors may mean that the value of the securities held by these
Portfolios may change after the close of business of the New York Stock
Exchange.

Dividends and Distributions

Each Portfolio will declare and distribute dividends from net ordinary income
and will distribute its net realized capital gains, if any, at least annually.
The life insurance companies generally direct that all dividends and
distributions of the Portfolios be reinvested in the Portfolios under the terms
of the Contracts.

Tax Matters

The Fund intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of each Portfolio's ordinary net
income and capital gains each calendar year as a dividend to the Separate
Accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Fund expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolios as of the dividend payment
date.

The Fund and its Portfolios intend to comply with special diversification and
other tax law requirements that apply to investments under the Contracts. Under
these rules, shares of the Fund will generally only be available through the
purchase of a variable life insurance or annuity contract. Income tax
consequences to Contract owners who allocate purchase payments or premiums to
Fund shares are discussed in the prospectus for the Contracts that accompanies
this Prospectus.

Additional Information

This Prospectus sets forth concisely the information about the Fund and each
Portfolio that you should know before you invest money in a Portfolio. Please
read this Prospectus carefully and keep it for future reference. The Fund has
prepared and filed with the Securities and Exchange Commission a Statement of
Additional Information that contains more information about the Fund and the
Portfolios. You may obtain a free copy of the Statement of Additional
Information from your registered representative who offers you the Contract. You
may also obtain copies by calling the Fund at 1-800-262-8131 or by writing to
the Fund at the following address: BMA Service Center, 9735 Landmark Parkway
Drive, St. Louis, Missouri 63127-1690.

Mixed and Shared Funding

The Portfolios may sell their shares to insurance companies as investments under
both variable annuity contracts and variable life insurance policies. We call
this mixed funding. The Portfolios may also sell shares to more than one
insurance company. We call this shared funding. Under certain circumstances,
there could be conflicts between the interests of the different insurance
companies, or conflicts between the different kinds of insurance products using
the Portfolios. If conflicts arise, the insurance company with the conflict
might be forced to redeem all of its interest in the Portfolio. If the Portfolio
is required to sell a large percentage of its assets to pay for the redemption,
it may be forced to sell the assets at a discounted price. The Board of
Directors will monitor the interests of the insurance company shareholders for
conflicts to attempt to avoid problems.

Legal Proceedings

Neither the Fund nor any Portfolio is involved in any material legal
proceedings. Neither the Adviser nor any Sub-Adviser is involved in any legal
proceedings that if decided against any such party would materially affect the
ability of the party to carry out its duties to the Portfolios. None of such
persons is aware of any litigation that has been threatened.

PERFORMANCE OF THE PORTFOLIOS

Performance information for the Portfolios of the Fund, including a bar chart
and average annual total return information since the inception of the
Portfolios, is contained in this Prospectus under the heading "Performance."

COMPARABLE PERFORMANCE

Public Fund Performance

Certain Portfolios of the Fund have the same investment objectives and follow
substantially the same investment strategies as certain mutual funds whose
shares are sold to the public and managed by the Sub-Advisers.

The historical performance of each of these public mutual funds is shown below.
This performance data should not be considered as an indication of future
performance of the Portfolios. The public mutual fund performance figures shown
below:

* reflect the deduction of the historical fees and expenses paid by the
public mutual funds and not those to be paid by the Portfolios. The
total anticipated expenses of the Intermediate Fixed Income, Mid Cap
Equity and Global Fixed Income Portfolios are materially higher than
those of the corresponding public funds.

* do not reflect Contract fees or charges imposed by the insurance
companies. Investors should refer to the Separate Account prospectus
for information describing the Contract fees and charges. These fees
and charges will have a detrimental effect on Portfolio performance.

The Portfolios and their corresponding public mutual fund series are expected to
hold similar securities. However, their investment results are expected to
differ for the following reasons:

* differences in asset size and cash flow resulting from purchases and
redemptions of Portfolio shares may result in different security
selections

* differences in the relative weightings of securities

* differences in the price paid for particular portfolio holdings

* differences relating to certain tax matters

The following table shows average annualized total returns for each comparable
public mutual fund for their fiscal 1998 years (ended December 31, 1998).

<TABLE>
<CAPTION>
10 YEARS OR
INTERMEDIATE FIXED INCOME PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
<S> <C> <C> <C>
Corresponding Series of the Public Fund

Standish, Ayer & Wood
Investment Trust--Standish Fixed Income Fund ____% ____% ____%

10 YEARS OR
MID CAP EQUITY PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
Corresponding Series of the Public Fund

Standish, Ayer & Wood
Investment Trust--Standish Equity Fund _____% _____% _____%

10 YEARS OR
GLOBAL FIXED INCOME PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
Corresponding Series of the Public Fund

Standish, Ayer & Wood
Investment Trust--Standish Global Fixed Income Fund _____% _____% ____%

10 YEARS OR
LARGE CAP GROWTH PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
Corresponding Series of the Public Fund

Stein Roe Investment Trust--Stein Roe Growth Stock Fund _____% _____% _____%

10 YEARS OR
LARGE CAP VALUE PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
Corresponding Public Fund

Babson Value Fund, Inc. _____% _____% _____%

10 YEARS OR
BALANCED PORTFOLIO 1 YEAR* 5 YEARS* SINCE INCEPTION*
- - --------------------------------------------------------------------------- ----------- ----------- -----------------
Corresponding Public Fund

Buffalo Balanced Fund, Inc. _____% ____% _____%
</TABLE>

- - ------------------------

* Results shown are through the year ended December 31, 1998 for each public
fund shown. The inception dates for each public fund with less than 10
years of performance history are June 2, 1991 for the Standish Equity Fund,
January 3, 1994 for the Standish Global Fixed Income Fund and August 12,
1994 for the Buffalo Balanced Fund, Inc.

CORRESPONDING PORTFOLIO PERFORMANCE - GROWTH & INCOME PORTFOLIO

The Growth & Income Portfolio is managed by Lord, Abbett & Co. It is managed
with investment objectives, policies and strategies substantially similar to
those used by Lord, Abbett & Co. in managing the Growth and Income Portfolio
("Corresponding Portfolio") of Lord Abbett Series Fund, Inc., a mutual fund
whose shares are offered only

* to life insurance companies for allocation to certain of their separate
accounts established for the purpose of funding variable annuity contracts
and variable life insurance policies and

* to tax-qualified pension and retirement plans.

This Corresponding Portfolio is managed by the same portfolio manager of Lord,
Abbett & Co. who manages the Growth & Income Portfolio.

The historical performance of the Corresponding Portfolio is shown below. This
performance data should be not considered as an indication of future performance
of the Growth & Income Portfolio. The Corresponding Portfolio performance
figures shown below:

* reflect the deduction of the historical fees and expenses paid by the
Corresponding Portfolio and not those to be paid by the Growth & Income
Portfolio. The total anticipated expenses of the Growth & Income Portfolio
are materially higher than those of the Corresponding Portfolio.

* do not reflect Contract fees or charges imposed by the insurance companies.
Investors should refer to the Separate Account prospectus for information
describing the Contract fees and charges. These fees and charges will have
a detrimental effect on the performance of the Growth & Income Portfolio.

The Growth & Income Portfolio and the Corresponding Portfolio are expected to
hold similar securities. However, their investment results are expected to
differ for the following reasons:

* differences in asset size and cash flow resulting from purchases and
redemptions of Portfolio shares may result in different security selections

* differences in the relative weightings of securities

* differences in the price paid for particular portfolio holdings

The following table shows average annual total return for the time periods shown
for the Corresponding Portfolio (for the periods ended 12/31/98).

GROWTH & INCOME PORTFOLIO

Corresponding 1 5 Since
Portfolio Year Year Inception
(December 11, 1989)
_________________________________________________________________

Lord Abbett Series Fund, Inc.
(Growth and Income Portfolio) _____% _____% _____%

FINANCIAL HIGHLIGHTS

The Financial Highlights table is intended to help you understand each
Portfolio's financial performance for the period shown. Certain information
reflects financial results for a single Portfolio share. The total return
figures in the table represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). Your total return would be less due to the fees and charges
under your variable annuity contract or variable life insurance policy. Ernst &
Young LLP has audited this information and its report and the Fund's financial
statements, are included in the Statement of Additional Information, which is
available upon request.

[TO BE FILED BY AMENDMENT]

INTERESTED IN LEARNING MORE?

The Statement of Additional Information incorporated by reference into this
prospectus contains additional information about the Fund's operations.

Further information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. The Fund's annual report
discusses market conditions and investment strategies that significantly
affected the Fund's performance results during its last fiscal year.

The Fund can provide you with a free copy of these materials or other
information about the Fund. You may reach the Fund by calling 1-888-262-8131 or
by writing to the Fund at BMA Service Center, 9735 Landmark Parkway Drive, St.
Louis, Missouri 63127-1690.

The Securities and Exchange Commission also maintains copies of these documents:

To view information on-line: Access the SEC's web site at
http://www.sec.gov.

To review a paper filing or to request that documents be mailed to you,
contact:

SEC Public Reference Room
Washington, D.C. 20549-6009
1-800-SEC-0330

A duplicating fee will be assessed for all copies provided.

The Fund's Investment Company Act filing number is 811-08321.

PART B

STATEMENT OF ADDITIONAL INFORMATION

INVESTORS MARK SERIES FUND, INC.
700 KARNES BOULEVARD

KANSAS CITY, MISSOURI 64108

This Statement of Additional Information ("SAI") is not a prospectus but should
be read in conjunction with the prospectus for Investors Mark Series Fund, Inc.,
dated May 1, 1999 (the "Prospectus"). A copy of the Prospectus may be obtained
without charge by calling 1-888-262-8131, or writing BMA Service Center, 9735
Landmark Parkway Drive, St. Louis, MO 63127-1690.

The Prospectus incorporates this SAI by reference. The Prospectus and this SAI
omit certain of the information contained in the registration statement filed
with the Securities and Exchange Commission ("SEC"), Washington, D.C. These
items may be obtained from the SEC upon payment of the fee prescribed, or
inspected at the SEC's office at no charge. The SEC maintains a Web Site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding the Fund.

THIS STATEMENT OF ADDITIONAL INFORMATION IS

DATED MAY 1, 1999

TABLE OF CONTENTS

[TO BE COMPLETED]

Page

GENERAL INFORMATION AND HISTORY

Investors Mark Series Fund, Inc. ("Fund") is an open-end management investment
company incorporated in Maryland on June 27, 1997. This SAI relates to all
Portfolios of the Fund. No investment in shares of a Portfolio should be made
without first reading the Prospectus. Capitalized terms not defined herein are
defined in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

This SAI contains additional information concerning certain investment policies,
practices and restrictions of the Fund and is provided for those investors
wishing to have more comprehensive information than that contained in the
Prospectus.

Shares of the Portfolios of the Fund are not available directly to individual
investors but may be offered only to life insurance companies. Certain
Portfolios of the Fund may not be available in connection with a particular
Contract or may not be available in a particular state. Investors should consult
the Separate Account prospectus of the specific insurance product for
information on the availability of the various Portfolios of the Fund.

Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectus and in this SAI are not
fundamental, and the Directors may change the investment objectives and policies
of a Portfolio without an affirmative vote of shareholders of the Portfolio.

RIGHTS AND WARRANTS

Certain Portfolios may invest in rights and warrants. Rights represent a
privilege offered to holders of record of issued securities to subscribe
(usually on a pro rata basis) for additional securities of the same class, of a
different class, or of a different issuer, as the case may be. Warrants
represent the privilege to purchase securities at a stipulated price and are
usually valid for several years. Warrants are subject to the same market risks
as stocks, but may be more volatile in price. Rights and warrants generally do
not entitle a holder to dividends or voting rights with respect to the
underlying securities nor do they represent any rights in the assets of the
issuing company.

Also, the value of a right or warrant may not necessarily change with the value
of the underlying securities, and rights and warrants cease to have value if
they are not exercised prior to their expiration date.

CONVERTIBLE SECURITIES

Certain Portfolios may invest in convertible securities consisting of bonds,
notes, debentures and preferred stocks. Convertible debt securities and
preferred stock acquired by a Portfolio entitle the Portfolio to exchange such
instruments for common stock of the issuer at a predetermined rate.

By investing in convertible securities, a Portfolio obtains the right to benefit
from the capital appreciation potential in the underlying stock upon exercise of
the conversion right, while earning higher current income than would be
available if the stock were purchased directly. In determining whether to
purchase a convertible, the Sub-Adviser will consider substantially the same
criteria that would be considered in purchasing the underlying stock.
Convertible securities are subject both to the credit and interest rate risks
associated with debt obligations and to the stock market risk associated with
equity securities. While convertible securities purchased by a Portfolio are
frequently rated investment grade, certain Portfolios may purchase unrated
securities or securities rated below investment grade if the securities meet the
Sub-Adviser's other investment criteria. Convertible securities rated below
investment grade (a) tend to be more sensitive to interest rate and economic
changes, (b) may be obligations of issuers who are less creditworthy than
issuers of higher quality convertible securities, and (c) may be more thinly
traded due to such securities being less well known to investors than either
common stock or conventional debt securities. As a result, the Sub-Adviser's own
investment research and analysis tends to be more important in the purchase of
such securities than other factors.

The International Equity Portfolio will not invest in any security in default at
the time of purchase or in any nonconvertible debt securities rated below
investment grade, and will invest less than 20% of the market value of its
assets at the time of purchase in convertible securities rated below investment
grade. If convertible securities purchased by the International Equity Portfolio
are downgraded following purchase, or if other circumstances cause 20% or more
of the International Equity Portfolio's assets to be invested in convertible
securities rated below investment grade, the Directors of the Fund, in
consultation with the Sub-Adviser, will determine what action, if any, is
appropriate in light of all relevant circumstances.

SMALL CAPITALIZATION STOCKS. Certain Portfolios may invest in securities of
companies with small or mid-sized market capitalizations. Market capitalization
is defined as the total current market value of a company's outstanding common
stock. Although investments in small capitalization companies may present
greater opportunities for growth, they also involve greater risks than are
customarily associated with investments in larger, more established companies.
The securities of small companies may be subject to more volatile market
movements than securities of larger, more established companies. Smaller
companies may have limited product lines, markets or financial resources, and
they may depend upon a limited or less experienced management group. The
securities of small capitalization companies may be traded only on the
over-the-counter market or on a regional securities exchange and may not be
traded daily or in the volume typical of trading on a national securities
exchange. As a result, the disposition by a Portfolio of securities in order to
meet redemptions or otherwise may require the Portfolio to sell securities at a
discount from market prices, over a longer period of time or during periods when
disposition is not desirable.

UNSEASONED ISSUERS. Certain of the Portfolios may invest in unseasoned
issuers. Unseasoned issuers are companies with a record of less than three
years' continuous operation, even including the operations of any predecessors
and parents. Unseasoned issuers by their nature have only a limited operating
history which can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater emphasis
on current or planned product lines and the reputation and experience of the
company's management and less emphasis on fundamental valuation factors than
would be the case for more mature growth companies. In addition, many unseasoned
issuers may also be small companies and involve the risks and price volatility
associated with smaller companies. The International Equity Portfolio may invest
up to 5% of its total assets in such securities.

MORTGAGE-RELATED OBLIGATIONS

MORTGAGE-BACKED SECURITIES. Certain Portfolios may invest in privately
issued mortgage-backed securities and mortgage-backed securities issued or
guaranteed by foreign entities or the U.S. Government or any of its agencies,
instrumentalities or sponsored enterprises, including, but not limited to, the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC").
Mortgage-backed securities represent direct or indirect participations in, or
are collateralized by and payable from, mortgage loans secured by real property.
Mortgagors can generally prepay interest or principal on their mortgages
whenever they choose. Therefore, mortgage-backed securities are often subject to
more rapid repayment than their stated maturity date would indicate as a result
of principal prepayments on the underlying loans. This can result in
significantly greater price and yield volatility than is the case with
traditional fixed income securities. During periods of declining interest rates,
prepayments can be expected to accelerate, and thus impair a Portfolio's ability
to reinvest the returns of principal at comparable yields.

Conversely, in a rising interest rate environment, a declining prepayment
rate will extend the average life of many mortgage-backed securities, increase a
Portfolio's exposure to rising interest rates and prevent a Portfolio from
taking advantage of such higher yields.

GNMA securities are backed by the full faith and credit of the U.S.
Government, which means that the U.S. Government guarantees that the interest
and principal will be paid when due. FNMA securities and FHLMC securities are
not backed by the full faith and credit of the U.S. Government; however, these
enterprises have the ability to obtain financing from the U.S. Treasury. See the
SAI for additional descriptions of GNMA, FNMA and FHLMC certificates.

Multiple class securities include collateralized mortgage obligations
("CMOs") and Real Estate Mortgage Investment Conduit ("REMIC") pass-through or
participation certificates. CMOs provide an investor with a specified interest
in the cash flow from a pool of underlying mortgages or other mortgage-backed
securities. CMOs are issued in multiple classes, each with a specified fixed or
floating interest rate and a final scheduled distribution date. In most cases,
payments of principal are applied to the CMO classes in the order of their
respective stated maturities, so that no principal payments will be made on a
CMO class until all other classes having an earlier stated maturity date are
paid in full. A REMIC is a CMO that qualifies for special tax treatment under
the Internal Revenue Code of 1986, as amended ("Code"), and invests in certain
mortgages principally secured by interests in real property and other permitted
investments. The Portfolios do not intend to purchase residual interests in
REMICs.

Stripped mortgage-backed securities ("SMBS") are derivative multiple class
mortgage-backed securities. SMBS are usually structured with two different
classes; one that receives 100% of the interest payments and the other that
receives 100% of the principal payments from a pool of mortgage loans. If the
underlying mortgage loans experience prepayments of principal at a rate
different from what was anticipated, a Portfolio may fail to fully recoup its
initial investment in these securities. Although the market for SMBS is
increasingly liquid, certain SMBS may not be readily marketable and will be
considered illiquid for purposes of each Portfolio's limitation on investments
in illiquid securities. The market value of the class consisting entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. The yields on a class of SMBS that receives all or most of the
interest from mortgage loans are generally higher than prevailing market yields
on other mortgage-backed securities because their cash flow patterns are more
volatile and there is a greater risk that the initial investment will not be
fully recouped.

LIFE OF MORTGAGE-RELATED OBLIGATIONS. The average life of mortgage-related
obligations is likely to be substantially less than the stated maturities of the
mortgages in the mortgage pools underlying such securities. Prepayments or
refinancing of principal by mortgagors and mortgage foreclosures will usually
result in the return of the greater part of principal invested long before the
maturity of the mortgages in the pool.

As prepayment rates of individual mortgage pools will vary widely, it is not
possible to predict accurately the average life of a particular issue of
mortgage-related obligations. However, with respect to GNMA Certificates,
statistics published by the FHA are normally used as an indicator of the
expected average life of an issue. The actual life of a particular issue of GNMA
Certificates, however, will depend on the coupon rate of the financing.

GNMA CERTIFICATES. GNMA was established in 1968 when FNMA was separated into two
organizations, GNMA and FNMA. GNMA is a wholly-owned government corporation
within the Department of Housing and Urban Development. GNMA developed the first
mortgage-backed pass-through instruments in 1970 for Farmers Home
Administration-FHMA-insured, Federal Housing Administration-FHA- insured and for
Veterans Administration-or VA-guaranteed mortgages ("government mortgages").

GNMA purchases government mortgages and occasionally conventional mortgages to
support the housing market. GNMA is known primarily, however, for its role as
guarantor of pass-through securities collateralized by government mortgages.
Under the GNMA securities guarantee program, government mortgages that are
pooled must be less than one year old by the date GNMA issues its commitment.
Loans in a single pool must be of the same type in terms of interest rate and
maturity. The minimum size of a pool is $1 million for single-family mortgages
and $500,000 for manufactured housing and project loans.

Under the GNMA II program, loans with different interest rates can be included
in a single pool and mortgages originated by more than one lender can be
assembled in a pool. In addition, loans made by a single lender can be packaged
in a custom pool (a pool containing loans with specific characteristics or
requirements).

GNMA GUARANTEE. The National Housing Act authorizes GNMA to guarantee the timely
payment of principal of and interest on securities backed by a pool of mortgages
insured by FHA or FHMA, or guaranteed by VA. The GNMA guarantee is backed by the
full faith and credit of the United States. GNMA is also empowered to borrow
without limitation from the U.S. Treasury if necessary to make any payments
required under its guarantee.

YIELD CHARACTERISTICS OF GNMA CERTIFICATES. The coupon rate of interest on GNMA
Certificates is lower than the interest rated paid on the VA-guaranteed,
FHMA-insured or FHA-insured mortgages underlying the Certificates, but only by
the amount of the fees paid to GNMA and the issuer. For the most common type of
mortgage pool, containing single-family dwelling mortgages, GNMA receives an
annual fee of 0.06% of the outstanding principal for providing its guarantee,
and the issuer is paid an annual fee of 0.44% for assembling the mortgage pool
and for passing through monthly payments of interest and principal to GNMA
Certificate holders.

The coupon rate by itself, however, does not indicate the yield which will be
earned on the GNMA Certificates for several reasons. First, GNMA Certificates
may be issued at a premium or discount, rather than at par, and, after issuance,
GNMA Certificates may trade in the secondary market at a premium or discount.
Second, interest is paid monthly, rather than semi-annually as with traditional
bonds. Monthly compounding has the effect of raising the effective yield earned
on GNMA Certificates. Finally, the actual yield of each GNMA Certificate is
influenced by the prepayment experience of the mortgage pool underlying the GNMA
Certificate. If mortgagors prepay their mortgages, the principal returned to
GNMA Certificate holders may be reinvested at higher or lower rates.

MARKET FOR GNMA CERTIFICATES. Since the inception of the GNMA mortgage-backed
securities program in 1970, the amount of GNMA Certificates outstanding has
grown rapidly. The size of the market and the active participation in the
secondary market by securities dealers and many types of investors make the GNMA
Certificates a highly liquid instrument. Prices of GNMA Certificates are readily
available from securities dealers and depend on, among other things, the level
of market rates, the GNMA Certificate's coupon rate and the prepayment
experience of the pools of mortgages backing each GNMA Certificate.

FHLMC was created by the Emergency Home Finance Act of 1970. It is a private
corporation, initially capitalized by the Federal Home Loan Bank System, charged
with supporting the mortgage lending activities of savings and loan associations
by providing an active secondary market of conventional mortgages. To finance
its mortgage purchases, FHLMC issues FHLMC Participation Certificates and CMOs.

Participation Certificates represent an undivided interest in a pool of mortgage
loans. FHLMC purchases whole loans or participations on 30-year and 15-year
fixed-rate mortgages, adjustable-rate mortgages ("ARMs") and home improvement
loans. Under certain programs, it will also purchase FHA and VA mortgages.

Loans pooled for FHLMC must have a minimum coupon rate equal to the
Participation Certificate rate specified at delivery, plus a required spread for
the corporation and a minimum servicing fee, generally 0.375% (37.5 basis
points). The maximum coupon rate on loans is 2% (200 basis points) in excess of
the minimum eligible coupon rate for Participation Certificates. FHLMC requires
a minimum commitment of $1 million in mortgages but imposes no maximum amount.
Negotiated deals require a minimum commitment of $10 million. FHLMC guarantees
timely payment of the interest and the ultimate payment of principal of its
Participation Certificates. This guarantee is backed by reserves set aside to
protect against losses due to default. The FHLMC CMO is divided into varying
maturities with prepayment set specifically for holders of the shorter term
securities. The CMO is designed to respond to investor concerns about early
repayment of mortgages.

FHLMC's CMOs are general obligations, and FHLMC will be required to use its
general funds to make principal and interest payments on CMOs if payments
generated by the underlying pool of mortgages are insufficient to pay principal
and interest on the CMO.

A CMO is a cash-flow bond in which mortgage payments from underlying mortgage
pools pay principal and interest to CMO bondholders. The CMO is structured to
address two major shortcomings associated with traditional pass-through
securities: payment frequency and prepayment risk. Traditional pass-through
securities pay interest and amortized principal on a monthly basis whereas CMOs
normally pay principal and interest semi-annually. In addition, mortgage-backed
securities carry the risk that individual mortgagors in the mortgage pool may
exercise their prepayment privileges, leading to irregular cash flow and
uncertain average lives, durations and yields.

A typical CMO structure contains four tranches, which are generally referred to
as classes A, B, C and Z. Each tranche is identified by its coupon and maturity.
The first three classes are usually current interest-bearing bonds paying
interest on a quarterly or semi-annual basis, while the fourth, Class Z, is an
accrual bond. Amortized principal payments and prepayments from the underlying
mortgage collateral redeem principal of the CMO sequentially; payments from the
mortgages first redeem principal on the Class A bonds. When principal of the
Class A bonds has been redeemed, the payments then redeem principal on the Class
B bonds. This pattern of using principal payments to redeem each bond
sequentially continues until the Class C bonds have been retired. At this point,
Class Z bonds begin paying interest and amortized principal on their accrued
value.

The final tranche of a CMO is usually a deferred interest bond, commonly
referred to as the Z bond. This bond accrues interest at its coupon rate but
does not pay this interest until all previous tranches have been fully retired.
While earlier classes remain outstanding, interest accrued on the Z bond is
compounded and added to the outstanding principal. The deferred interest period
ends when all previous tranches are retired, at which point the Z bond pays
periodic interest and principal until it matures. A Sub-Adviser would purchase a
Z bond for a Portfolio if it expected interest rates to decline.

FNMA SECURITIES. FNMA was created by the National Housing Act of 1938. In 1968,
the agency was separated into two organizations, GNMA to support a secondary
market for government mortgages and FNMA to act as a private corporation
supporting the housing market.

FNMA pools may contain fixed-rate conventional loans on one-to-four-family
properties. Seasoned FHA and VA loans, as well as conventional growing equity
mortgages, are eligible for separate pools. FNMA will consider other types of
loans for securities pooling on a negotiated basis. A single pool may include
mortgages with different loan-to-value ratios and interest rates, though rates
may not vary beyond two percentage points.

PRIVATELY-ISSUED MORTGAGE LOAN POOLS. Savings associations, commercial banks and
investment bankers issue pass-through securities secured by a pool of mortgages.

Generally, only conventional mortgages on single-family properties are included
in private issues, though seasoned loans and variable rate mortgages are
sometimes included. Private placements allow purchasers to negotiate terms of
transactions. Maximum amounts for individual loans may exceed the loan limit set
for government agency purchases. Pool size may vary, but the minimum is usually
$20 million for public offerings and $10 million for private placements.

Privately-issued mortgage-related obligations do not carry government or
quasi-government guarantees. Rather, mortgage pool insurance generally is used
to insure against credit losses that may occur in the mortgage pool. Pool
insurance protects against credit losses to the extent of the coverage in force.
Each mortgage, regardless of original loan-to-value ratio, is insured to 100% of
principal, interest and other expenses, to a total aggregate loss limit stated
on the policy. The aggregate loss limit of the policy generally is 5% to 7% of
the original aggregate principal of the mortgages included in the pool.

In addition to the insurance coverage to protect against defaults on the
underlying mortgages, mortgage-backed securities can be protected against the
nonperformance or poor performance of servicers. Performance bonding of
obligations such as those of the servicers under the origination, servicing or
other contractual agreement will protect the value of the pool of insured
mortgages and enhance the marketability.

The rating received by a mortgage security will be a major factor in its
marketability. For public issues, a rating is always required, but it may be
optional for private placements depending on the demands of the marketplace and
investors.

Before rating an issue, a rating agency such as S&P or Moody's will consider
several factors, including: the creditworthiness of the issuer; the issuer's
track record as an originator and servicer; the type, terms and characteristics
of the mortgages, as well as loan-to-value ratio and loan amounts; the insurer
and the level of mortgage insurance and hazard insurance provided. Where an
equity reserve account or letter of credit is offered, the rating agency will
also examine the adequacy of the reserve and the strength of the issuer of the
letter of credit.

MATURITY AND DURATION. The effective maturity of an individual portfolio
security in which a Portfolio invests is defined as the period remaining until
the earliest date when the Portfolio can recover the principal amount of such
security through mandatory redemption or prepayment by the issuer, the exercise
by the Portfolio of a put option, demand feature or tender option granted by the
issuer or a third party or the payment of the principal on the stated maturity
date. The effective maturity of variable rate securities is calculated by
reference to their coupon reset dates. Thus, the effective maturity of a
security may be substantially shorter than its final stated maturity.
Unscheduled prepayments of principal have the effect of shortening the effective
maturities of securities in general and mortgage-backed securities in
particular. Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors and cannot be
predicted with certainty. In general, securities, such as mortgage-backed
securities, may be subject to greater prepayment rates in a declining interest
rate environment. Conversely, in an increasing interest rate environment, the
rate of prepayment may be expected to decrease. A higher than anticipated rate
of unscheduled principal prepayments on securities purchased at a premium or a
lower than anticipated rate of unscheduled payments on securities purchased at a
discount may result in a lower yield (and total return) to a Portfolio than was
anticipated at the time the securities were purchased. A Portfolio's
reinvestment of unscheduled prepayments may be made at rates higher or lower
than the rate payable on such security, thus affecting the return realized by
the Portfolio.

ASSET-BACKED SECURITIES. Certain Portfolios may invest in asset-backed
securities issued by foreign or U.S. entities. The principal and interest
payments on asset-backed securities are collateralized by pools of assets such
as auto loans, credit card receivables, leases, installment contracts and
personal property. Such asset pools are securitized through the use of special
purpose trusts or corporations. Payments or distributions of principal and
interest on asset-backed securities may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution; however, privately issued obligations
collateralized by a portfolio of privately issued asset-backed securities do not
involve any government-related guaranty or insurance. Like mortgage-backed
securities, asset-backed securities are subject to more rapid prepayment of
principal than indicated by their stated maturity which may greatly increase
price and yield volatility. Asset-backed securities generally do not have the
benefit of a security interest in collateral that is comparable to mortgage
assets and there is the possibility that recoveries on repossessed collateral
may not be available to support payments on these securities.

FOREIGN SECURITIES

FOREIGN SECURITIES. Certain Portfolios may invest in securities of foreign
governments and companies. Investments in foreign securities involve certain
risks that are different from the risks of investing in securities of U.S.
issuers. (See "Investment Risks--Foreign Securities" for a discussion of these
risks.) Certain Portfolios may also invest in issuers located in emerging
markets. Investments in emerging markets involve risks in addition to those
generally associated with investments in foreign securities. (See "Investment
Risks--Investing in Emerging Markets".)

The Mid Cap Equity Portfolio may invest without limit in foreign securities
which trade on a U.S. exchange or in the U.S. OTC market, but is limited to 10%
of total assets on those foreign securities which are not so listed or traded.
The Mid Cap Equity Portfolio may invest up to 10% of its total assets in issuers
located in emerging markets generally and up to 3% of its total assets in
issuers of any one specific emerging market country.

Other than American Depositary Receipts ("ADRs"), foreign debt securities
denominated in U.S. dollars, and securities guaranteed by a U.S. person, each of
the Large Cap Growth and Small Cap Equity Portfolios is limited to investing no
more than 25% of its total assets in foreign securities.

Foreign securities may be purchased and sold on foreign stock exchanges or in
over-the-counter markets (but persons affiliated with a Portfolio will not act
as principal in such purchases and sales). Foreign stock markets are generally
not as developed or efficient as those in the United States. While growing in
volume, they usually have substantially less volume than the New York Stock
Exchange, and securities of some foreign companies are less liquid and more
volatile than securities of comparable United States companies. Fixed
commissions on foreign stock exchanges are generally higher than negotiated
commissions on United States exchanges, although each Portfolio will endeavor to
achieve the most favorable net results on its portfolio transactions. There is
generally less government supervision and regulation of stock exchanges, brokers
and listed companies abroad than in the United States.

The dividends and interest payable on certain foreign securities may be subject
to foreign withholding taxes and in some cases capital gains from such
securities may also be subject to foreign tax, thus reducing the net amount of
income or gain available for distribution to a Portfolio's shareholders.

Investors should understand that the expense ratio of a Portfolio investing in
foreign securities may be higher than that of investment companies investing
exclusively in domestic securities because of the cost of maintaining the
custody of foreign securities.

With respect to portfolio securities that are issued by foreign issuers or
denominated in foreign currencies, a Portfolio's investment performance is
affected by the strength or weakness of the U.S. dollar against these
currencies. For example, if the dollar falls in value relative to the Japanese
yen, the dollar value of a yen-denominated stock held in the Portfolio will rise
even though the price of the stock remains unchanged. Conversely, if the dollar
rises in value relative to the yen, the dollar value of the yen-denominated
stock will fall. (See "Currency Transactions," below.)

Certain Portfolios may invest in foreign securities which take the form of
sponsored and unsponsored American Depositary Receipts and Shares ("ADRs" and
"ADSs"), Global Depository Receipts and Shares ("GDRs" and "GDSs") and European
Depository Receipts and Shares ("EDRs" and "EDSs") or other similar instruments
representing securities of foreign issuers (together, "Depository Receipts" and
("Depository Shares"). ADRs and ADSs represent the right to receive securities
of foreign issuers deposited in a domestic bank or a correspondent bank. Prices
of ADRs and ADSs are quoted in U.S. dollars and are traded in the United States
on exchanges or over-the-counter and are sponsored and issued by domestic banks.
EDRs and EDSs and GDRs and GDSs are receipts evidencing an arrangement with a
non-U.S. bank. EDRs and EDSs and GDRs and GDSs are not necessarily quoted in the
same currency as the underlying security. To the extent that a Portfolio
acquires Depository Receipts or Shares through banks which do not have a
contractual relationship with the foreign issuer of the security underlying the
Depository Receipts or Shares to issue and service such Depository Receipts or
Shares (unsponsored Depository Receipts or Shares), there may be an increased
possibility that the Portfolio would not become aware of and be able to respond
to corporate actions, such as stock splits or rights offerings involving the
foreign issuer, in a timely manner. In addition, certain benefits which may be
associated with the security underlying the Depository Receipt or Share may not
inure to the benefit of the holder of such Depository Receipt or Share. Further,
the lack of information may result in inefficiencies in the valuation of such
instruments. Investment in Depository Receipts or Shares does not eliminate all
the risks inherent in investing in securities of non-U.S. issuers. The market
value of Depository Receipts or Shares is dependent upon the market value of the
underlying securities and fluctuations in the relative value of the currencies
in which the Depository Receipt or Share and the underlying securities are
quoted. However, by investing in Depository Receipts or Shares, such as ADRs or
ADSs, that are quoted in U.S. dollars, a Portfolio will avoid currency risks
during the settlement period for purchases and sales.

As described in the Prospectus, each of the Small Cap Equity and Large Cap
Growth Portfolios may invest up to 25% of its total assets in foreign
securities. For purposes of this limitation, foreign securities do not include
ADRs or securities guaranteed by a United States person. Each of the Small Cap
Equity and Large Cap Growth Portfolios will not invest more than 5% of its net
assets in unsponsored ADRs.

EURODOLLAR AND YANKEE DOLLAR INVESTMENTS. Certain Portfolios may invest in
Eurodollar and Yankee Dollar instruments. Eurodollar instruments are bonds of
foreign corporate and government issuers that pay interest and principal in U.S.
dollars held in banks outside the United States, primarily in Europe. Yankee
Dollar instruments are U.S. dollar denominated bonds typically issued in the
U.S. by foreign governments and their agencies and foreign banks and
corporations.

EURODOLLAR CONTRACTS

Certain Portfolios may make investments in Eurodollar contracts. Eurodollar
contracts are U.S. dollar-denominated futures contracts or options thereon which
are linked to the London Interbank Offered Rate ("LIBOR"), although foreign
currency-denominated instruments are available from time to time. Eurodollar
futures contracts enable purchasers to obtain a fixed rate for the lending of
funds and sellers to obtain a fixed rate for borrowings. A Portfolio might use
Eurodollar futures contracts and options thereon to hedge against changes in
LIBOR, to which many interest rate swaps and fixed income instruments are
linked.

SOVEREIGN DEBT OBLIGATIONS. Certain Portfolios may invest in sovereign debt
obligations, which involve special risks that are not present in corporate debt
obligations. The foreign issuer of the sovereign debt or the foreign
governmental authorities that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due, and a Portfolio may have
limited recourse in the event of a default. During periods of economic
uncertainty, the market prices of sovereign debt, and the Portfolio's net asset
value, to the extent it invests in such securities, may be more volatile than
prices of debt obligations of U.S. issuers. In the past, certain foreign
countries have encountered difficulties in servicing their debt obligations,
withheld payments of principal and interest and declared moratoria on the
payment of principal and interest on their sovereign debt.

A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of
sufficient foreign exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
to reduce principal and interest arrearages on their debt. The failure of a
sovereign debtor to implement economic reforms, achieve specified levels of
economic performance or repay principal or interest when due may result in the
cancellation of third-party commitments to lend funds to the sovereign debtor,
which may further impair such debtor's ability or willingness to service its
debts.

BRADY BONDS. Brady Bonds are securities created through the exchange of
existing commercial bank loans to public and private entities in certain
emerging markets for new bonds in connection with debt restructurings. In light
of the history of defaults of countries issuing Brady Bonds on their commercial
bank loans, investments in Brady Bonds may be viewed as speculative. Brady Bonds
may be fully or partially collateralized or uncollateralized, are issued in
various currencies (but primarily in U.S. dollars) and are actively traded in
over-the-counter secondary markets. Incomplete collateralization of interest or
principal payment obligations results in increased credit risk. U.S.
dollar-denominated collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate bonds, are generally collateralized by U.S. Treasury zero coupon
bonds having the same maturity as the Brady Bonds.

OBLIGATIONS OF SUPRANATIONAL ENTITIES. Certain Portfolios may invest in
obligations of supranational entities designated or supported by governmental
entities to promote economic reconstruction or development and of international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the "World Bank"), the
Asian Development Bank and the Inter-American Development Bank. Each
supranational entity's lending activities are limited to a percentage of its
total capital (including "callable capital" contributed by its governmental
members at the entity's call), reserves and net income. There is no assurance
that participating governments will be able or willing to honor their
commitments to make capital contributions to a supranational entity.

RESTRICTED, ILLIQUID AND RULE 144A SECURITIES

Each of the Portfolios is authorized to invest in restricted and illiquid
securities. Restricted securities are securities which are not readily
marketable because they are subject to restrictions on their resale. Illiquid
securities include those that are not readily marketable, repurchase agreements
maturing in more than seven days, time deposits with a notice or demand period
of more than seven days, certain SMBS, swap transactions, certain
over-the-counter options and certain restricted securities. Based upon
continuing review of the trading markets for a specific restricted security, the
security may be determined to be eligible for resale to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 ("1933 Act") and,
therefore, to be liquid. Also, certain illiquid securities may be determined to
be liquid if they are found to satisfy certain relevant liquidity requirements.

The Board of Directors has adopted guidelines and delegated to the Adviser the
daily function of determining and monitoring the liquidity of portfolio
securities, including restricted and illiquid securities. The Board of
Directors, however, retains oversight and is ultimately responsible for such
determinations. The purchase price and subsequent valuation of illiquid
securities normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market exists.

Each of the Intermediate Fixed Income, Mid Cap Equity, Global Fixed Income,
International Equity, Small Cap Equity and Large Cap Growth Portfolios may
invest up to 15% of its net assets in illiquid securities. Each of the Balanced,
Large Cap Value and Money Market Portfolios may invest up to 10% of its net
assets in illiquid securities, while the Growth & Income Portfolio may invest up
to 5% of its net assets in illiquid securities. Investments in illiquid
securities involve certain risks to the extent that a Portfolio may be unable to
dispose of such a security at the time desired or at a reasonable price or, in
some cases, may be unable to dispose of it at all. In addition, in order to
resell a restricted security, a Portfolio might have to incur the potentially
substantial expense and delay associated with effecting registration. If
securities become illiquid following purchase or other circumstances cause a
Portfolio to exceed its percentage limitation which may be invested in such
securities, the Directors of the Fund, in consultation with the Adviser and the
particular Portfolio's Sub-Adviser, will determine what action, if any, is
appropriate in light of all relevant circumstances.

Rule 144A permits certain qualified institutional buyers, such as a Portfolio,
to trade in privately placed securities that have not been registered for sale
under the 1933 Act. The Adviser, under the supervision of the Board of
Directors, will consider whether securities purchased under Rule 144A are
illiquid and thus subject to a Portfolio's restriction of investing no more than
a certain percentage of its net assets in illiquid securities. A determination
of whether a Rule 144A security is liquid or not is a question of fact. In
making this determination, the Adviser will consider the trading markets for the
specific security, taking into account the unregistered nature of a Rule 144A
security. In addition, the Adviser could consider the (1) frequency of trades
and quotes, (2) number of dealers and potential purchasers, (3) dealer
undertakings to make a market, and (4) nature of the security and of marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A
securities would be monitored and if, as a result of changed conditions, it is
determined that a Rule 144A security is no longer liquid, a Portfolio's holdings
of illiquid securities would be reviewed to determine what, if any, steps are
required to assure that a Portfolio does not invest more than it is permitted to
in illiquid securities. Investing in Rule 144A securities could have the effect
of increasing the amount of a Portfolio's assets invested in illiquid securities
if qualified institutional buyers are unwilling to purchase such securities.

CORPORATE DEBT OBLIGATIONS. Certain Portfolios may invest in corporate debt
obligations and zero coupon securities issued by financial institutions and
corporations. Corporate debt obligations are subject to the risk of an issuer's
inability to meet principal and interest payments on the obligations and may
also be subject to price volatility due to such factors as market interest
rates, market perception of the creditworthiness of the issuer and general
market liquidity.

ZERO COUPON AND DEFERRED PAYMENT SECURITIES. Certain Portfolios may invest
in zero coupon and deferred payment securities. Zero coupon securities are
securities sold at a discount to par value and on which interest payments are
not made during the life of the security. Upon maturity, the holder is entitled
to receive the par value of the security. A Portfolio is required to accrue
income with respect to these securities prior to the receipt of cash payments.
Because a Portfolio will distribute this accrued income to shareholders, to the
extent that shareholders elect to receive dividends in cash rather than
reinvesting such dividends in additional shares, the Portfolio will have fewer
assets with which to purchase income producing securities. Deferred payment
securities are securities that remain zero coupon securities until a
predetermined date, at which time the stated coupon rate becomes effective and
interest becomes payable at regular intervals. Zero coupon and deferred payment
securities may be subject to greater fluctuation in value and may have less
liquidity in the event of adverse market conditions than comparably rated
securities paying cash interest at regular interest payment periods.

FORWARD ROLL TRANSACTIONS. To seek to enhance current income, the
Intermediate Fixed Income Portfolio may invest up to 10% of its net assets and
the Global Fixed Income Portfolio may invest up to 5% of its total assets in
forward roll transactions involving mortgage-backed securities. In a forward
roll transaction, a Portfolio sells a mortgage-backed security to a financial
institution, such as a bank or broker-dealer, and simultaneously agrees to
repurchase a similar security from the institution at a later date at an
agreed-upon price. The mortgage-backed securities that are repurchased will bear
the same interest rate as those sold, but generally will be collateralized by
different pools of mortgages with different prepayment histories than those
sold. During the period between the sale and repurchase, the Portfolio will not
be entitled to receive interest and principal payments on the securities sold.
Proceeds of the sale will be invested in short-term instruments, such as
repurchase agreements or other short-term securities, and the income from these
investments, together with any additional fee income received on the sale and
the amount gained by repurchasing the securities in the future at a lower price,
will generate income and gain for the Portfolio which is intended to exceed the
yield on the securities sold. Forward roll transactions involve the risk that
the market value of the securities sold by the Portfolio may decline below the
repurchase price of those securities. At the time that a Portfolio enters into a
forward roll transaction, it will place cash or liquid assets in a segregated
account that is marked to market daily having a value equal to the repurchase
price (including accrued interest).

LEVERAGE. The use of forward roll transactions involves leverage. Leverage
allows any investment gains made with the additional monies received (in excess
of the costs of the forward roll transaction), to increase the net asset value
of a Portfolio's shares faster than would otherwise be the case. On the other
hand, if the additional monies received are invested in ways that do not fully
recover the costs of such transactions to a Portfolio, the net asset value of
the Portfolio would fall faster than would otherwise be the case.

STRUCTURED OR HYBRID NOTES

Certain Portfolios of the Fund may invest in structured or hybrid notes. It is
expected that not more than 5% of a Portfolio's net assets will be at risk as a
result of such investments. The distinguishing feature of a structured or hybrid
note is that the amount of interest and/or principal payable on the note is
based on the performance of a benchmark asset or market other than fixed income
securities or interest rates. Examples of these benchmarks include stock prices,
currency exchange rates and physical commodity prices. Investing in a structured
note allows a Portfolio to gain exposure to the benchmark market while fixing
the maximum loss that it may experience in the event that the market does not
perform as expected. Depending on the terms of the note, a Portfolio may forego
all or part of the interest and principal that would be payable on a comparable
conventional note; the Portfolio's loss cannot exceed this foregone interest
and/or principal. An investment in structured or hybrid notes involves risks
similar to those associated with a direct investment in the benchmark asset.
Investments in structured and hybrid notes involve the risk that the issuer or
counterparty to the obligation will fail to perform its contractual obligations.
Certain structured or hybrid notes may also be leveraged to the extent that the
magnitude of any change in the interest rate or principal payable on the
benchmark asset is a multiple of the change in the reference price. Leverage
enhances the price volatility of the security and, therefore, a Portfolio's net
asset value. Further, certain structured or hybrid notes may be illiquid for
purposes of each Portfolio's limitations on investments in illiquid securities.

TAX-EXEMPT SECURITIES. The Intermediate Fixed Income Portfolio may invest
up to 10% of its total assets in tax-exempt securities if the Sub-Adviser
believes that tax-exempt securities will provide competitive returns.

INVERSE FLOATING RATE SECURITIES. Certain Portfolios may invest in inverse
floating rate securities. The interest rate on an inverse floater resets in the
opposite direction from the market rate of interest to which the inverse floater
is indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.

MONEY MARKET INSTRUMENTS AND REPURCHASE AGREEMENTS

Money market instruments include short-term U.S. and foreign Government
securities, commercial paper (promissory notes issued by corporations to finance
their short-term credit needs), negotiable certificates of deposit,
non-negotiable fixed time deposits, bankers' acceptances and repurchase
agreements.

U.S. GOVERNMENT SECURITIES. Generally, these securities include U.S. Treasury
obligations and obligations issued or guaranteed by U.S. Government agencies,
instrumentalities or sponsored enterprises which are supported by (a) the full
faith and credit of the U.S. Treasury (such as GNMA), (b) the right of the
issuer to borrow from the U.S. Treasury (such as securities of the Student Loan
Marketing Association), (c) the discretionary authority of the U.S. Government
to purchase certain obligations of the issuer (such as FNMA and FHLMC), or (d)
only the credit of the agency. No assurance can be given that the U.S.
Government will provide financial support to U.S. Government agencies,
instrumentalities or sponsored enterprises in the future. U.S. Government
securities also include Treasury receipts, zero coupon bonds, deferred interest
securities and other stripped U.S. Government securities, where the interest and
principal components of stripped U.S. Government securities are traded
independently ("STRIPS").

BANK OBLIGATIONS. Each of the Portfolios may acquire obligations of banks, which
include certificates of deposit, time deposits, and bankers' acceptances.

Certificates of deposits are generally short-term, interest-bearing negotiable
certificates issued by banks or savings and loan associations against funds
deposited in the issuing institution.

Time deposits are funds in a bank or other financial institution for a specified
period of time at a fixed interest rate for which a negotiable certificate is
not received.

A bankers' acceptance is a time draft drawn on a bank which unconditionally
guarantees to pay the draft at its face amount on the maturity date. A bank
customer, which is also liable for the draft, typically uses the funds
represented by the draft to finance the import, export, or storage of goods.

COMMERCIAL PAPER. Commercial paper involves an unsecured obligation that is
usually sold on a discount basis and has a maturity at the time of issuance of
one year or less. With respect to the Money Market Portfolio, such paper, on the
date of investment by the Portfolio, must be rated in the highest category for
short-term debt securities by at least two NRSROs (or by one NRSRO, if only one
NRSRO has rated the security.) The Money Market Portfolio may invest in unrated
commercial paper if the Board of Directors of the Fund determines, in accordance
with the procedures of Rule 2a-7 under the 1940 Act, that the unrated security
is of comparable quality to rated securities.

Investments in commercial paper by the Intermediate Fixed Income and Global
Fixed Income Portfolios will be rated "P-1" by Moody's or "A-1" by S&P, or
Duff-1 by Duff, which are the highest ratings assigned by these NRSROs (even if
rated lower by one or more of the other NRSROs), or which, if not rated or rated
lower by one or more of the NRSROs and not rated by the other NRSRO or NRSROs,
are judged by the Sub-Adviser to be of equivalent quality to the securities so
rated. With respect to the Global Fixed Income Portfolio, in determining whether
securities are of equivalent quality, the Sub-Adviser may take into account, but
will not rely entirely on, ratings assigned by foreign rating agencies.

REPURCHASE AGREEMENTS. A repurchase agreement involves the sale of securities to
a Portfolio with the concurrent agreement by the seller to repurchase the
securities at the Portfolio's cost plus interest at an agreed rate upon demand
or within a specified time, thereby determining the yield during the purchaser's
period of ownership. The result is a fixed rate of return insulated from market
fluctuations during such period. Under the 1940 Act, repurchase agreements are
considered loans by a Portfolio.

The Portfolios will enter into such repurchase agreements only with United
States banks having assets in excess of $100 million which are members of the
Federal Deposit Insurance Corporation, and with certain securities dealers who
meet the qualifications set from time to time by the Board of Directors. The
term to maturity of a repurchase agreement normally will be no longer than a few
days.

The Intermediate Fixed Income Portfolio, the Mid Cap Equity Portfolio and
the Global Fixed Income Portfolio may invest up to 5%, 10% and 25%,
respectively, of net assets in repurchase agreements. Each of the Small Cap
Equity and Large Cap Growth Portfolios may invest up to 15% of its assets in
repurchase agreements. Certain other Portfolios of the Fund may invest in
repurchase agreements as described elsewhere herein.

The use of repurchase agreements involves certain risks. For example, if the
seller of the agreement defaults on its obligation to repurchase the underlying
securities at a time when the value of these securities has declined, a
Portfolio may incur a loss upon disposition of them. If the seller of the
agreement becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, disposition of the underlying securities may
be delayed pending court proceedings. Finally, it is possible that a Portfolio
may not be able to perfect its interest in the underlying securities. While a
Portfolio's management acknowledges these risks, it is expected that they can be
controlled through stringent security selection criteria and careful monitoring
procedures.

MONEY MARKET INSTRUMENTS AND SHORT-TERM SECURITIES-MID CAP EQUITY
PORTFOLIO. Although the Mid Cap Equity Portfolio intends to stay invested in
equity and equity-related securities to the extent practical in light of its
investment objective, the Portfolio may, under normal market conditions,
establish and maintain cash balances and may purchase money market instruments
with maturities of less than one year and short-term interest-bearing fixed
income securities with maturities of one to three years ("Short-Term
Obligations") to maintain liquidity to meet redemptions.

Money market instruments in which the Mid Cap Equity Portfolio invests will
be rated at the time of purchase P-1 by Moody's or A-1 or Duff-1 by S&P, Duff
and Fitch or, if unrated, determined by the Sub-Adviser to be of comparable
quality. Money market instruments and Short-Term Obligations include obligations
issued or guaranteed by the U.S. Government or any of its agencies and
instrumentalities, U.S. and foreign commercial paper, bank obligations,
repurchase agreements and other debt obligations of U.S. and foreign issuers. At
least 95% of the Mid Cap Equity Portfolio's assets that are invested in
Short-Term Obligations must be invested in obligations rated at the time of
purchase Aaa, Aa, A or P-1 by Moody's or AAA, AA, A, A-1 or Duff-1 by S&P, Duff
or Fitch or, if unrated, determined by the Sub-Adviser to be of comparable
credit quality. Up to 5% of the Mid Cap Equity Portfolio's total assets invested
in Short-Term Obligations may be invested in obligations rated Baa by Moody's or
BBB by S&P, Duff or Fitch or, if unrated, determined by the Sub-Adviser to be of
comparable credit quality.

Securities rated within the top three investment grade ratings (i.e., Aaa,
Aa, A or P-1 by Moody's or AAA, AA, A, A-1 or Duff-1 by S&P, Duff or Fitch) are
generally regarded as high grade obligations. Securities rated Baa by Moody's or
BBB by S&P, Duff or Fitch are generally considered medium grade obligations and
have some speculative characteristics.

WHEN ISSUED AND DELAYED DELIVERY SECURITIES; REVERSE REPURCHASE AGREEMENTS

Certain Portfolios may purchase securities on a when-issued or delayed-delivery
basis. Delivery and payment for securities purchased on a when-issued or delayed
delivery basis will normally take place 15 to 45 days after the date of the
transaction. The payment obligation and interest rate on the securities are
fixed at the time that a Portfolio enters into the commitment, but interest will
not accrue to the Portfolio until delivery of and payment for the securities.
Although a Portfolio will only make commitments to purchase "when-issued" and
"delayed delivery" securities with the intention of actually acquiring the
securities, a Portfolio may sell the securities before the settlement date if
deemed advisable by the Sub-Adviser.

Unless a Portfolio has entered into an offsetting agreement to sell the
securities purchased on a "when-issued" basis, cash or liquid obligations with a
market value equal to the amount of the Portfolio's commitment will be
segregated with the Fund's custodian bank. The market value of the securities
when they are delivered may be less than the amount paid by the Portfolio. If
the market value of these securities declines, additional cash or securities
will be segregated daily so that the aggregate market value of the segregated
securities equals the amount of the Portfolio's commitment.

Securities purchased on a "when-issued" and "delayed delivery" basis may have a
market value on delivery which is less than the amount paid by a Portfolio.
Changes in market value may be based upon the public's perception of the
creditworthiness of the issuer or changes in the level of interest rates.
Generally, the value of "when-issued" securities will fluctuate inversely to
changes in interest rates, i.e., they will appreciate in value when interest
rates fall and will decline in value when interest rates rise.

The Global Fixed Income Portfolio may invest up to 25% of its net assets; the
Intermediate Fixed Income Portfolio may invest up to 15% of its net assets; and
the International Equity Portfolio may invest up to 5% of its net assets in
securities purchased on a "when-issued" or "delayed delivery" basis. The
International Equity Portfolio does not currently intend to purchase or sell
securities on a when-issued or delayed delivery basis if, as a result, more than
5% of its total assets taken at market value at the time of purchase would be
invested in such securities. The Large Cap Growth and Small Cap Equity
Portfolios do not currently intend to have commitments to purchase when-issued
securities in excess of 5% of their net assets.

Certain Portfolios may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which a Portfolio is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.

At the time a Portfolio enters into a binding obligation to purchase securities
on a when-issued basis or enters into a reverse repurchase agreement, liquid
assets (cash, U.S. government securities or other "high-grade" debt obligations)
of the Portfolio having a value at least as great as the purchase price of the
securities to be purchased will be segregated on the books of the Portfolio and
held by the custodian throughout the period of the obligation. The use of these
investment strategies may increase net asset value fluctuation.

LENDING OF SECURITIES

Subject to the applicable Investment Restrictions contained herein (see
"Investment Restrictions"), certain Portfolios may lend their securities to
qualified institutional investors who need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding failures
to deliver securities, or completing arbitrage operations. By lending its
securities, a Portfolio will be attempting to generate income through the
receipt of interest on the loan which, in turn, can be invested in additional
securities to pursue the Portfolio's investment objective. Any gain or loss in
the market price of the securities loaned that might occur during the term of
the loan would be for the account of the Portfolio. A Portfolio may lend its
portfolio securities to qualified brokers, dealers, banks or other financial
institutions, so long as the terms, the structure and the aggregate amount of
such loans are not inconsistent with the 1940 Act, or the Rules and Regulations
or interpretations of the SEC thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
an irrevocable letter of credit or securities issued or guaranteed by the United
States government having a value at all times not less than 100% of the value of
the securities loaned, (b) the borrower add to such collateral whenever the
price of the securities loaned rises (i.e., the borrower "marks to the market"
on a daily basis), (c) the loan be made subject to termination by the Portfolio
at any time and (d)) the Portfolio receive reasonable interest on the loan,
which interest may include the Portfolio's investing cash collateral in interest
bearing short-term investments, and (e) the Portfolio receive all dividends and
distributions on the loaned securities and any increase in the market value of
the loaned securities.

A Portfolio bears a risk of loss in the event that the other party to a
securities lending transaction defaults on its obligations and the Portfolio is
delayed in or prevented from exercising its rights to dispose of the collateral,
including the risk of a possible decline in the value of the collateral
securities during the period in which the Portfolio seeks to assert these
rights, the risk of incurring expenses associated with asserting these rights
and the risk of losing all or a part of the income from the transaction. Loan
arrangements made by a Portfolio will comply with all other applicable
regulatory requirements, including the rules of the New York Stock Exchange,
which rules presently require the borrower, after notice, to redeliver the
securities within the normal settlement time of three business days. All
relevant facts and circumstances, including creditworthiness of the broker,
dealer or institution, will be considered in making decisions with respect to
the lending of securities, subject to review by the Fund's Directors.

The International Equity Portfolio will not lend any security if, as a result of
such loan, the aggregate value of securities then on loan would exceed 33-1/3%
of the market value of the Portfolio's total assets. The market value of
securities loaned by the Global Fixed Income Portfolio may not exceed 20% of the
value of the Portfolio's total assets, with a 10% limit for any single borrower.
Each Sub-Adviser, under the supervision of the Board of Directors of the Fund,
monitors the creditworthiness of the parties to whom each Portfolio makes
securities loans.

EMERGENCY BORROWING. Certain Portfolios will be permitted to borrow money
up to one-third of the value of the Portfolio's total assets taken at current
value but only from banks as a temporary measure for extraordinary or emergency
purposes. Beyond 5% of a Portfolio's total assets (at current value), this
borrowing may not be used for investment leverage to purchase securities.

TEMPORARY DEFENSIVE INVESTMENTS. Each Portfolio may adopt a temporary
defensive position during adverse market conditions by investing without limit
in high quality money market instruments, including short-term U.S. Government
securities, negotiable certificates of deposit, non-negotiable fixed time
deposits, bankers' acceptances, commercial paper, floating-rate notes and
repurchase agreements. To the extent a Portfolio is invested in temporary
defensive instruments, it will not be pursuing its investment objective.

PORTFOLIO DIVERSIFICATION AND CONCENTRATION. The Global Fixed Income
Portfolio is non-diversified which means that it may invest more than 5% of its
total assets in the securities of a single issuer. Investing a significant
amount of the Portfolio's assets in the securities of a small number of foreign
issuers will cause the Portfolio's net asset value to be more sensitive to
events affecting those issuers. The Portfolio will not concentrate (invest 25%
or more of its total assets) in the securities of issuers in any one industry.
For purposes of this limitation, the staff of the Securities and Exchange
Commission considers (a) all supranational organizations as a group to be a
single industry and (b) each foreign government and its political subdivisions
to be a single industry.

INVESTMENTS IN OTHER INVESTMENT COMPANIES. Certain Portfolios are permitted
to invest in shares of other investment companies. A Portfolio may invest up to
10% of its total assets in shares of investment companies and up to 5% of its
total assets in any one investment company as long as that investment does not
represent more than 3% of the total voting stock of the acquired investment
company. Investments in the securities of other investment companies may involve
duplication of advisory fees and other expenses. Because certain emerging
markets are closed to investment by foreigners, a Portfolio may invest in
issuers in those markets primarily through specifically authorized investment
funds. In addition, a Portfolio may invest in investment companies that are
designed to replicate the composition and performance of a particular index. For
example, Standard & Poor's Depositary Receipts ("SPDERS") are exchange-traded
shares of a closed-end investment company designed to replicate the price
performance and dividend yield of the Standard & Poor's 500 Composite Stock
Price Index. Another example is World Equity Benchmark Series ("WEBS") which are
exchange traded shares of open-end investment companies designed to replicate
the composition and performance of publicly traded issuers in particular
countries. Investments in index baskets involve the same risks associated with a
direct investment in the types of securities included in the baskets.

The Growth & Income Portfolio may invest in shares of closed-end investment
companies if bought in primary or secondary offerings with a fee or commission
no greater than the customary broker's commission. Shares of such investment
companies sometimes trade at a discount or premium in relation to their net
asset value.

REITS. Certain of the Portfolios may invest in shares of real estate
investment trusts ("REITs"), which are pooled investment vehicles that invest in
real estate or real estate loans or interests. Investing in REITs involves risks
similar to those associated with investing in equity securities of small
capitalization companies. REITs are dependent upon management skills, are not
diversified, and are subject to risks of project financing, default by
borrowers, self-liquidation, and the possibility of failing to qualify for the
exemption from taxation under the Code.

SHORT SALES. Certain Portfolios may engage in short sales and short sales
against the box. In a short sale, a Portfolio sells a security it does not own
in anticipation of a decline in the market value of that security. In a short
sale against the box, a Portfolio either owns or has the right to obtain at no
extra cost the security sold short. The broker holds the proceeds of the short
sale until the settlement date, at which time the Portfolio delivers the
security (or an identical security) to cover the short position. The Portfolio
receives the net proceeds from the short sale. When a Portfolio enters into a
short sale other than against the box, the Portfolio must first borrow the
security to make delivery to the buyer and must place cash or liquid assets in a
segregated account with the Fund's custodian that is marked to market daily.
Short sales other than against the box involve unlimited exposure to loss. No
securities will be sold short if, after giving effect to any such short sale,
the total market value of all securities sold short would exceed 5% of the value
of a Portfolio's net assets.

STRATEGIC TRANSACTIONS OR DERIVATIVES

Certain Portfolios may, but are not required to, utilize various other
investment strategies as described below to seek to hedge various market risks
(such as interest rates, currency exchange rates, and broad or specific
fixed-income or equity market movements), to manage the effective maturity or
duration of fixed-income securities, or to enhance potential gain. Such
strategies are generally accepted as part of modern portfolio management and are
regularly utilized by many mutual funds and other institutional investors.
Techniques and instruments used by the Portfolios may change over time as new
instruments and strategies are developed or regulatory changes occur.

In the course of pursuing its investment objective, a Portfolio may purchase and
sell (write) exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other financial instruments,
purchase and sell financial futures contracts and options thereon, enter into
various interest rate transactions such as swaps, caps, floors or collars; and,
to the extent a Portfolio invests in foreign securities, enter into various
currency transactions such as currency forward contracts, currency futures
contracts, currency swaps or options on currencies or currency futures
(collectively, all of the above are called "Strategic Transactions" and are also
referred to as "Derivatives"). Strategic Transactions may be used in an attempt
to protect against possible changes in the market value of securities held in or
to be purchased for a Portfolio's portfolio resulting from securities market,
interest rate or currency exchange rate fluctuations, to protect a Portfolio's
unrealized gains in the value of its portfolio securities, to facilitate the
sale of such securities for investment purposes, to manage the effective
maturity or duration of a Portfolio's portfolio, or to establish a position in
the derivatives markets as a temporary substitute for purchasing or selling
particular securities. In addition to the hedging transactions referred to in
the preceding sentence, Strategic Transactions may also be used to enhance
potential gain in circumstances where hedging is not involved although a
Portfolio will attempt to limit its net loss exposure resulting from Strategic
Transactions entered into for such purposes. (Transactions such as writing
covered call options are considered to involve hedging for purposes of this
limitation.) In calculating each Portfolio's net loss exposure from such
Strategic Transactions, an unrealized gain from a particular Strategic
Transaction position would be netted against an unrealized loss from a related
Strategic Transaction position. For example, if a Sub- Adviser believes that a
Portfolio is underweighted in cyclical stocks and overweighted in consumer
stocks, the Portfolio may buy a cyclical index call option and sell a cyclical
index put option and sell a consumer index call option and buy a consumer index
put option. Under such circumstances, any unrealized loss in the cyclical
position would be netted against any unrealized gain in the consumer position
(and vice versa) for purposes of calculating the Portfolio's net loss exposure.
The ability of a Portfolio to utilize these Strategic Transactions successfully
will depend on the Sub-Adviser's ability to predict pertinent market movements,
which cannot be assured. Each Portfolio will comply with applicable regulatory
requirements when implementing these strategies, techniques and instruments. A
Portfolio's activities involving Strategic Transactions may be limited by the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code") for qualification as a regulated investment company.

RISK OF STRATEGIC TRANSACTIONS

The use of Strategic Transactions has associated risks including possible
default by the other party to the transaction, illiquidity and, to the extent a
Sub-Adviser's view as to certain market or interest rate movements is incorrect,
the risk that the use of such Strategic Transactions could result in losses
greater than if they had not been used. The writing of put and call options may
result in losses to a Portfolio, force the purchase or sale, respectively, of
portfolio securities at inopportune times or for prices higher than (in the case
of purchases due to the exercise of put options) or lower than (in the case of
sales due to the exercise of call options) current market values, limit the
amount of appreciation a Portfolio can realize on its investments or cause a
Portfolio to hold a security it might otherwise sell. The use of currency
transactions can result in a Portfolio's incurring losses as a result of a
number of factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Portfolio creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Portfolio's position. The writing of
options could significantly increase a Portfolio's portfolio turnover rate and,
therefore, associated brokerage commissions or spreads. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have not markets. As a result, in certain markets,
a Portfolio may not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time, in certain
circumstances, they tend to limit any potential gain which might result from an
increase in value of such position. The loss incurred by a Portfolio in writing
options on futures and entering into futures transactions is potentially
unlimited; however, as described above, each Portfolio will attempt to limit its
net loss exposure resulting from Strategic Transactions entered into for
non-hedging purposes. Futures markets are highly volatile and the use of futures
may increase the volatility of a Portfolio's net asset value. Finally, entering
into futures contracts would create a greater ongoing potential financial risk
than would purchases of options where the exposure is limited to the cost of the
initial premium. Losses resulting from the use of Strategic Transactions would
reduce net asset value and the net result may be less favorable than if the
Strategic Transactions had not been utilized.

GENERAL CHARACTERISTICS OF OPTIONS

Put options and call options typically have similar structural characteristics
and operational mechanics regardless of the underlying instrument on which they
are purchased or sold. Thus, the following general discussion relates to each of
the particular types of options discussed in greater detail below. In addition,
many Strategic Transactions involving options require segregation of each
Portfolio's assets in special accounts, as described below under "Use of
Segregated Accounts."

A put option gives the purchaser of the option, in consideration for the payment
of a premium, the right to sell, and the writer the obligation to buy (if the
option is exercised), the underlying security, commodity, index, currency or
other instrument at the exercise price. For instance, a Portfolio's purchase of
a put option on a security might be designed to protect its holdings in the
underlying instrument (or, in some cases, a similar instrument) against a
substantial decline in the market value by giving the Portfolio the right to
sell such instrument at the option exercise price. A call option, in
consideration for the payment of a premium, gives the purchaser of the option
the right to buy, and the seller the obligation to sell (if the option is
exercised), the underlying instrument at the exercise price. Certain Portfolios
may purchase a call option on a security, futures contract, index, currency or
other instrument to seek to protect the Portfolio against an increase in the
price of the underlying instrument that it intends to purchase in the future by
fixing the price at which it may purchase such instrument. An American style put
or call option may be exercised at any time during the option period while a
European style put or call option may be exercised only upon expiration or
during a fixed period prior thereto. Certain Portfolios are authorized to
purchase and sell exchange listed options and over-the-counter options ("OTC
options"). Exchange listed options are issued by a regulated intermediary such
as the Options Clearing Corporation ("OCC"), which guarantees the performance of
the obligations of the parties to such options. The discussion below uses the
OCC as an example, but is also applicable to other financial intermediaries.

With certain exceptions, exchange listed options generally settle by physical
delivery of the underlying security or currency, although in the future cash
settlement may become available. Index options and Eurodollar instruments are
cash settled for the net amounts, if any, by which the option is "in-the-money"
(i.e., where the value of the underlying instrument exceeds, in the case of a
call option, or is less than, in the case of a put option, the exercise price of
the option) at the time the option is exercised. Frequently, rather than taking
or making delivery of the underlying instrument through the process of
exercising the option, listed options are closed by entering into offsetting
purchase or sale transactions that do not result in ownership of the new option.

A Portfolio's ability to close out its position as a purchaser or seller of an
exchange listed put or call option is dependent, in part, upon the liquidity of
the option market. There is no assurance that a liquid option market on an
exchange will exist. In the event that the relevant market for an option on an
exchange ceases to exist, outstanding options on that exchange would generally
continue to be exercisable in accordance with their terms.

The hours of trading for listed options may not coincide with the hours during
which the underlying financial instruments are traded. To the extent that the
option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.

OTC Options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct agreement with
the Counterparty. In contrast to exchange listed options, which generally have
standardized terms and performance mechanics, all the terms of an OTC option,
including such terms as method of settlement, term, exercise price, premium,
guarantees and security, are set by negotiation of the parties. A Portfolio will
generally sell (write) OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Portfolio to require the
Counterparty to sell the option back to the Portfolio at a formula price within
seven days. OTC options purchased by a Portfolio, and portfolio securities
"covering" the amount of a Portfolio's obligation pursuant to an OTC option sold
by it (the cost of the sell-back plus the in-the-money amount, if any) are
subject to each Portfolio's restriction on illiquid securities, unless
determined to be liquid in accordance with procedures adopted by the Boards of
Directors. For OTC options written with "primary dealers" pursuant to an
agreement requiring a closing purchase transaction at a formula price, the
amount which is considered to be illiquid may be calculated by reference to a
formula price. The Portfolios expect generally to enter into OTC options that
have cash settlement provisions, although they are not required to do so.

Unless the parties provide for it, there is no central clearing or guaranty
function in the OTC option market. As a result, if the Counterparty fails to
make delivery of the security, currency or other instrument underlying an OTC
option it has entered into with a Portfolio or fails to make a cash settlement
payment due in accordance with the terms of that option, the Portfolio will lose
any premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Sub-Adviser must assess the creditworthiness of
each such Counterparty or any guarantor or credit enhancement of the
Counterparty's credit to determine the likelihood that the terms of the OTC
option will be satisfied. A Portfolio will engage in OTC option transactions
only with U.S. Government securities dealers recognized by the Federal Reserve
Bank of New York as "primary dealers," or broker-dealers, domestic or foreign
banks or other financial institutions which have received, combined with any
credit enhancements, a long-term debt rating of A from S&P or Moody's or an
equivalent rating from any other NRSRO or which issue debt that is determined to
be of equivalent credit quality by the Sub-Adviser.

If a Portfolio sells (writes) a call option, the premium that it receives may
serve as a partial hedge, to the extent of the option premium, against a
decrease in the value of the underlying securities or instruments in its
portfolio or will increase the Portfolio's income. The sale (writing) of put
options can also provide income.

A Portfolio may purchase and sell (write) call options on securities including
U.S. Treasury and agency securities, mortgage-backed and asset-backed
securities, corporate debt securities, equity securities (including convertible
securities) and Eurodollar instruments that are traded on U.S. and foreign
securities exchanges and in the over-the-counter markets, and on securities
indices, currencies and futures contracts. All calls sold by a Portfolio must be
"covered" (i.e., the Portfolio must own the securities or the futures contract
subject to the call) or must meet the asset segregation requirements described
below as long as the call is outstanding. In addition, a Portfolio may cover a
written call option or put option by entering into an offsetting forward
contract and/or by purchasing an offsetting option or any other option which, by
virtue of its exercise price or otherwise, reduces the Portfolio's net exposure
on its written option position. Even though a Portfolio will receive the option
premium to help offset any loss, the Portfolio may incur a loss if the exercise
price is below the market price for the security subject to the call at the time
of exercise. A call sold by a Portfolio also exposes the Portfolio during the
term of the option to possible loss of opportunity to realize appreciation in
the market price of the underlying security or instrument and may require the
Portfolio to hold a security or instrument which it might otherwise have sold.

A Portfolio may purchase and sell (write) put options on securities including
U.S. Treasury and agency securities, mortgage-backed and asset-backed
securities, foreign sovereign debt, corporate debt securities, equity securities
(including convertible securities) and Eurodollar instruments (whether or not it
holds the above securities in its portfolio), and on securities indices,
currencies and futures contracts. A Portfolio will not sell put options if, as a
result, more than 50% of the Portfolio's assets would be required to be
segregated to cover its potential obligations under such put options other than
those with respect to futures and options thereon. In selling put options, there
is a risk that a Portfolio may be required to buy the underlying security at a
price above the market price.

OPTIONS ON SECURITIES INDICES AND OTHER FINANCIAL INDICES

Certain Portfolios may also purchase and sell (write) call and put options on
securities indices and other financial indices. Options on securities indices
and other financial indices are similar to options on a security or other
instrument except that, rather than settling by physical delivery of the
underlying instrument, they settle by cash settlement. For example, an option on
an index gives the holder the right to receive, upon exercise of the option, an
amount of cash if the closing level of the index upon which the option is based
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option (except if, in the case of an OTC option, physical
delivery is specified). This amount of cash is equal to the differential between
the closing price of the index and the exercise price of the option, which also
may be multiplied by a formula value. The seller of the option is obligated, in
return for the premium received, to make delivery of this amount upon exercise
of the option. In addition to the methods described above, certain Portfolios
may cover call options on a securities index by owning securities whose price
changes are expected to be similar to those of the underlying index, or by
having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional cash consideration held in a
segregated account by the Fund's custodian) upon conversion or exchange of other
securities in its portfolio.

GENERAL CHARACTERISTICS OF FUTURES

Certain Portfolios may enter into financial futures contracts or purchase or
sell put and call options on such futures. Futures are generally bought and sold
on the commodities exchanges where they are listed and involve payment of
initial and variation margin as described below. All futures contracts entered
into by a Portfolio are traded on U.S. exchanges or boards of trade that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC") or
on certain foreign exchanges. The sale of futures contracts creates a firm
obligation by a Portfolio, as seller, to deliver to the buyer the specific type
of financial instrument called for in the contract at a specific future time for
a specified price (or, with respect to index futures and Eurodollar instruments,
the net cash amount). The purchase of futures contracts creates a corresponding
obligation by a Portfolio, as purchaser, to purchase a financial instrument at a
specific time and price. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right in return for the premium paid to assume a position in a futures contract
and obligates the seller to deliver such position upon exercise of the option.

Each Portfolio's use of financial futures and options thereon will in all cases
be consistent with applicable regulatory requirements and in particular the
regulations of the CFTC relating to exclusions from regulation as a commodity
pool operator. Those regulations currently provide that a Portfolio may use
commodity futures and option positions (i) for bona fide hedging purposes
without regard to the percentage of assets committed to margin and option
premiums, or (ii) for other purposes permitted by the CTFC to the extent that
the aggregate initial margin and option premiums required to establish such
non-hedging positions (net of the amount that the positions were "in the money"
at the time of purchase) do not exceed 5% of the net asset value of the
Portfolio's portfolio, after taking into account unrealized profits and losses
on such positions. Typically, maintaining a futures contract or selling an
option thereon requires a Portfolio to deposit, with its custodian for the
benefit of a futures commission merchant, or directly with the futures
commission merchant, as security for its obligations an amount of cash or other
specified assets (initial margin) which initially is typically 1% to 10% of the
face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
directly with the futures commission merchant thereafter on a daily basis as the
value of the contract fluctuates. The purpose of an option on financial futures
involves payment of a premium for the option without any further obligation on
the part of a Portfolio. If a Portfolio exercises an option on a futures
contract it will be obligated to post initial margin (and potential subsequent
variation margin) for the resulting futures position just as it would for any
position. Futures contracts and options thereon are generally settled by
entering into an offsetting transaction but there can be no assurance that the
position can be offset prior to settlement at an advantageous price, nor that
delivery will occur. The segregation requirements with respect to futures
contracts and options thereon are described below.

CURRENCY TRANSACTIONS

Portfolios may engage in currency transactions with Counterparties to seek to
hedge the value of portfolio holdings denominated in particular currencies
against fluctuations in relative value or to enhance potential gain. Currency
transactions include currency contracts, exchange listed currency futures,
exchange listed and OTC options on currencies, and currency swaps. A forward
currency contract involves a privately negotiated obligation to purchase or sell
(with delivery generally required) a specific currency at a future date, which
may be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. A currency swap is an
agreement to exchange cash flows based on the notional (agreed-upon) difference
among two or more currencies and operates similarly to an interest rate swap,
which is described below. A Portfolio may enter into over-the-counter currency
transactions with Counterparties which have received, combined with any credit
enhancements, a long term debt rating of A by S&P or Moody's, respectively, or
that have an equivalent rating from an NRSRO or (except for OTC currency
options) whose obligations are determined to be of equivalent credit quality by
the Sub-Adviser.

A Portfolio's transactions in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will
generally be limited to hedging involving either specific transactions or
portfolio positions. See "Strategic Transactions." Transaction hedging is
entering into a currency transaction with respect to specific assets or
liabilities of a Portfolio, which will generally arise in connection with the
purchase or sale of its portfolio securities or the receipt of income therefrom.
Position hedging is entering into a currency transaction with respect to
portfolio security positions denominated or generally quoted in that currency.

A Portfolio will not enter into a transaction to hedge currency exposure to an
extent greater, after netting all transactions intended wholly or partially to
offset other transactions, than the aggregate market value (at the time of
entering into the transaction) of the securities held in its portfolio that are
denominated or generally quoted in or currently convertible into such currency,
other than with respect to proxy hedging as described below.

Certain Portfolios may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
in relation to other currencies to which the Portfolio has or in which the
Portfolio expects to have portfolio exposure. For example, a Portfolio may hold
a French government bond and the Sub-Adviser may believe that French francs will
deteriorate against German marks. The Portfolio would sell french francs to
reduce its exposure to that currency and buy German marks. This strategy would
be a hedge against a decline in the value of French francs, although it would
expose the Sub-Adviser to declines in the value of the German mark relative to
the U.S. dollar.

To seek to reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, certain Portfolios may also
engage in proxy hedging. Proxy hedging is often used when the currency to which
a Portfolio's portfolio is exposed is difficult to hedge or to hedge against the
U.S. dollar. Proxy hedging entails entering into a forward contract to sell a
currency whose changes in value are generally considered to be linked to a
currency or currencies in which certain of a Portfolio's portfolio securities
are or are expected to be denominated, and to buy U.S. dollars. The amount of
the contract would not exceed the value of the Portfolio's securities
denominated in linked currencies. For example, if the Sub-Adviser considers that
the Austrian schilling is linked to the German deutschemark (the "D-mark"), and
a portfolio contains securities denominated in schillings and the Sub-Adviser
believes that the value of schillings will decline against the U.S. dollar, the
Sub-Adviser may enter into a contract to sell D-marks and buy dollars. Proxy
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to a
Portfolio if the currency being hedged fluctuates in value to a degree or in a
direction that is not anticipated. Further, there is the risk that the perceived
linkage between various currencies may not be present or may not be present
during the particular time that a Portfolio is engaging in proxy hedging. If a
Portfolio enters into a currency hedging transaction, the Portfolio will comply
with the asset segregation requirements described below.

RISK OF CURRENCY TRANSACTIONS

Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Portfolio
if it is unable to deliver or receive currency of funds in settlement of
obligations and could also cause hedges it has entered into to be rendered
useless, resulting in full currency exposure as well as incurring transaction
costs. Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out options on such positions is subject to the
maintenance of a liquid market which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy.

COMBINED TRANSACTIONS

Certain Portfolios may enter into multiple transactions, including multiple
options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions, structured notes and any combination of futures, options, currency
and interest rate transactions ("component transactions") instead of a single
Strategic Transaction, as part of a single or combined strategy when, in the
opinion of the Sub-Adviser, it is in the best interests of the Portfolio to do
so. A combined transaction will usually contain elements of risk that are
present in each of its component transactions. Although combined transactions
are normally entered into based on the Sub-Adviser's judgment that the combined
strategies will reduce risk or otherwise more effectively achieve the desired
portfolio management goal, it is possible that the combination will instead
increase such risks or hinder achievement of the portfolio management objective.

SWAPS, CAPS, FLOORS AND COLLARS

Among the Strategic Transactions into which certain Portfolios may enter are
interest rate, currency and index swaps and the purchase or sale of related
caps, floors and collars. The Portfolios expect to enter into these transactions
primarily for hedging purposes, including, but not limited to, preserving a
return or spread on a particular investment or portion of its portfolio,
protecting against currency fluctuations, as a duration management technique or
protecting against an increase in the price of securities a Portfolio
anticipates purchasing at a later date. Swaps, caps, floors and collars may also
be used to enhance potential gain in circumstances where hedging is not involved
although, as described above, a Portfolio will attempt to limit its net loss
exposure resulting from swaps, caps, floors and collars and other Strategic
Transactions entered into for such purposes. A Portfolio will not sell interest
rate caps, floors or collars where it does not own securities or other
instruments providing the income stream the Portfolio may be obligated to pay.
Interest rate swaps involve the exchange by a Portfolio with another party of
their respective commitments to pay or receive interest, e.g., an exchange of
floating rate payments for fixed rate payments with respect to a notional amount
of principal. A currency swap is an agreement to exchange cash flows on a
notional amount of two or more currencies based on the relative differential
among them and an index swap is an agreement to swap cash flows on a notional
amount based on changes in the values of the reference indices. The purchase of
a cap entitles the purchaser to receive payments on a notional principal amount
from the party selling such cap to the extent that a specified index exceeds a
predetermined interest rate or amount. The purchase of a floor entitles the
purchaser to receive payments on a notional principal amount from the party
selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain rate of return within a predetermined range of
interest rates or values.

A Portfolio will usually enter into swaps on a net basis, i.e., the two payment
streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Portfolio receiving or paying, as the case
may be, only the net amount of the two payments. A Portfolio will not enter into
any swap, cap, floor or collar transaction unless, at the time of entering into
such transaction, the unsecured long-term debt of the Counterparty, combined
with any credit enhancements, is rated at least A by S&P or Moody's or has an
equivalent rating from an NRSRO or the Counterparty issues debt that is
determined to be of equivalent credit quality by the Sub-Adviser. If there is a
default by the Counterparty, a Portfolio may have contractual remedies pursuant
to the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid.
Caps, floors and collars are more recent innovations for which standardized
documentation has not yet been fully developed. Swaps, caps, floor and collars
are considered illiquid for purposes of each Portfolio's policy regarding
illiquid securities, unless it is determined, based upon continuing review of
the trading markets for the specific security, that such security is liquid. The
Board of Directors of the Fund will delegate to the Sub-Adviser the daily
function of determining and monitoring the liquidity of swaps, caps, floors and
collars. The Board of Directors of the Fund will, however, retain oversight
focusing on factors such as valuation, liquidity and availability of information
and it is ultimately responsible for such determinations. The staff of the SEC
currently takes the position that swaps, caps, floors and collars are illiquid,
and are subject to each Portfolio's limitation on investing in illiquid
securities.

RISKS OF STRATEGIC TRANSACTIONS OUTSIDE THE UNITED STATES

When conducted outside the United States, Strategic Transactions may not be
regulated as rigorously as in the United States, may not involve a clearing
mechanism and related guarantees, and are subject to the risk of governmental
actions affecting trading in, or the prices of, foreign securities, currencies
and other instruments. The value of such positions also could be adversely
affected by: (i) lesser availability than in the United States of data on which
to make trading decisions, (ii) delays in a Portfolio's ability to act upon
economic events occurring in foreign markets during non-business hours in the
United States, (iii) the imposition of different exercise and settlement terms
and procedures and margin requirements than in the United States, (iv) lower
trading volume and liquidity, and (v) other complex foreign political, legal and
economic factors. At the same time, Strategic Transactions may offer advantages
such as trading in instruments that are not currently traded in the United
States or arbitrage possibilities not available in the United States.

USE OF SEGREGATED ACCOUNTS

A Portfolio will hold securities or other instruments whose values are expected
to offset its obligations under the Strategic Transactions. A Portfolio will
cover Strategic Transactions as required by interpretive positions of the staff
of the SEC. A Portfolio will not enter into Strategic Transactions that expose
the Portfolio to an obligation to another party unless it owns either (i) an
offsetting position in securities or other options, futures contracts or other
instruments or (ii) cash, receivables or liquid securities with a value
sufficient to cover its potential obligations. A Portfolio may have to comply
with any applicable regulatory requirements for Strategic Transactions, and if
required, will set aside cash and other assets in a segregated account with the
Fund's custodian bank in the amount prescribed. In that case, the Fund's
custodian would maintain the value of such segregated account equal to the
prescribed amount by adding or removing additional cash or other assets to
account for fluctuations in the value of the account and the Portfolio's
obligations on the underlying Strategic Transactions. Assets held in a
segregated account would not be sold while the Strategic Transaction is
outstanding, unless they are replaced with similar assets. As a result, there is
a possibility that segregation of a large percentage of a Portfolio's assets
could impede portfolio management or the Portfolio's ability to meet redemption
requests or other current obligations.

ADDITIONAL
INVESTMENT RISKS

FOREIGN SECURITIES

Investing in the securities of foreign issuers involves risks that are not
typically associated with investing in U.S. dollar-denominated securities of
domestic issuers. Investments in foreign issuers may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions applicable to
such investments and in exchange control regulations (i.e., currency blockage).
A decline in the exchange rate of the currency (i.e., weakening of the currency
against the U.S. dollar) in which a portfolio security is quoted or denominated
relative to the U.S. dollar would reduce the value of the portfolio security.
Commissions may be higher and spreads may be greater on transactions in foreign
securities than those for similar transactions in domestic markets. In addition,
clearance and settlement procedures may be different in foreign countries and,
in certain markets, such procedures have on occasion been unable to keep pace
with the volume of securities transactions, thus making it difficult to conduct
such transactions.

Foreign issuers are not generally subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to U.S.
issuers. There may be less publicly available information about a foreign issuer
than about a U.S. issuer. In addition, there is generally less government
regulation of foreign markets, companies and securities dealers than in the U.S.
Most foreign securities markets may have substantially less trading volume than
U.S. securities markets and securities of many foreign issuers are less liquid
and more volatile than securities of comparable U.S. issuers. Furthermore, with
respect to certain foreign countries, there is a possibility of nationalization,
expropriation or confiscatory taxation, imposition of withholding or other taxes
on dividend or interest payments (or, in some cases, capital gains), limitations
on the removal of funds or other assets, political or social instability or
diplomatic developments which could affect investments in those countries.

INVESTING IN EMERGING MARKETS

Certain Portfolios may invest in securities of issuers in emerging markets,
including issuers in Asia, Eastern Europe, Latin and South America, the
Mediterranean, Russia and Africa. Certain Portfolios may also invest in
currencies of such countries and may engage in Strategic Transactions in the
markets of such countries. Investments in securities of issuers in emerging
markets may involve a high degree of risk and many may be considered
speculative. Investments in emerging markets involve risks in addition to those
generally associated with investments in foreign securities. Political and
economic structures in many emerging markets may be undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristics of more developed countries. As
a result, the risks described above relating to investments in foreign
securities, including the risks of nationalization or expropriation of assets,
may be heightened. In addition, unanticipated political or social developments
may affect the values of a Portfolio's investments and the availability to the
Portfolio of additional investments in such emerging markets. The small size of
the securities markets in certain emerging markets and the limited volume of
trading in securities in those markets may make a Portfolio's investments in
such countries less liquid and more volatile than investments in countries with
more developed securities markets (such as the U.S., Japan and most Western
European countries).

CURRENCY RISKS

The U.S. dollar value of securities denominated in a foreign currency will
vary with changes in currency exchange rates, which can be volatile.
Accordingly, changes in the value of these currencies against the U.S. dollar
will result in corresponding changes in the U.S. dollar value of a Portfolio's
assets quoted in those currencies. Exchange rates are generally affected by the
forces of supply and demand in the international currency markets, the relative
merits of investing in different countries and the intervention or failure to
intervene of U.S. or foreign governments and central banks. Some countries in
emerging markets also may have managed currencies, which do not float freely
against the U.S. dollar and may restrict the free conversion of their currencies
into other currencies. Any devaluations in the currencies in which a Portfolio's
securities are denominated may have a detrimental impact on the Portfolio's net
asset value. A Portfolio may utilize various investment strategies to seek to
minimize the currency risks described above. These strategies include the use of
currency transactions such as currency forward and futures contracts, cross
currency forward and futures contracts, currency swaps and options and cross
currency options on currencies or currency futures.

DEBT SECURITIES

Investments in debt securities are subject to certain risks including
interest rate risk, default risk and call and extension risk.

INTEREST RATE RISK. When interest rates decline, the market value of fixed
income securities tends to increase. Conversely, when interest rates increase,
the market value of fixed income securities tends to decline.

The volatility of a security's market value will differ depending upon the
security's duration, the issuer and the type of instrument.

DEFAULT RISK/CREDIT RISK. Investments in fixed income securities are
subject to the risk that the issuer of the security could default on its
obligations causing a Portfolio to sustain losses on such investments. A default
could impact both interest and principal payments.

CALL RISK AND EXTENSION RISK. Fixed income securities may be subject to
both call risk and extension risk. Call risk exists when the issuer may exercise
a right to pay principal on an obligation earlier than scheduled which would
cause cash flows to be returned earlier than expected. This typically results
when interest rates have declined and a Portfolio will suffer from having to
reinvest in lower yielding securities. Extension risk exists when the issuer may
exercise a right to pay principal on an obligation later than scheduled which
would cause cash flows to be returned later than expected. This typically
results when interest rates have increased and a Portfolio will suffer from the
inability to invest in higher yield securities.

RISK FACTORS APPLICABLE TO HIGH-YIELD/HIGH-RISK DEBT SECURITIES

Certain Portfolios may invest in high-yield/high-risk debt securities.
Lower rated bonds involve a higher degree of credit risk, the risk that the
issuer will not make interest or principal payments when due. In the event of an
unanticipated default, a Portfolio would experience a reduction in its income,
and could expect a decline in the market value of the securities so affected.
More careful analysis of the financial condition of each issuer of lower grade
securities is therefore necessary.

During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress which would adversely
affect their ability to service their principal and interest payment
obligations, to meet projected business goals and to obtain additional
financing.

The market prices of lower grade securities are generally less sensitive to
interest rate changes than higher rated investments, but more sensitive to
adverse economic or political changes or, in the case of corporate issuers,
individual corporate developments. Periods of economic or political uncertainty
and change can be expected to result in volatility of prices of these
securities. Since the last major economic recession, there has been a
substantial increase in the use of high-yield debt securities to fund highly
leveraged corporate acquisitions and restructurings, so past experience with
high-yield securities in a prolonged economic downturn may not provide an
accurate indication of future performance during such periods. Lower rated
securities also may have less liquid markets than higher rated securities, and
their liquidity as well as their value may be adversely affected by adverse
economic conditions. Adverse publicity and investor perceptions, as well as new
or proposed laws, may also have a negative impact on the market for high-yield/
high-risk bonds.

Credit quality of high-yield/high risk securities (so-called "junk bonds")
can change suddenly and unexpectedly and even recently issued credit ratings may
not fully reflect the actual risks posed by a particular high-yield/high-risk
security. For these reasons, it is the Portfolios' policy not to rely primarily
on ratings issued by established credit rating agencies, but to utilize such
ratings in conjunction with each Sub-Adviser's own independent and ongoing
review of credit quality.

COVERED CALL OPTIONS

Certain Portfolios may engage in covered call options as described herein.
Up to 25% of the Balanced Portfolio's total assets may be subject to covered
call options. By writing covered call options, a Portfolio gives up the
opportunity, while the option is in effect, to profit from any price increase in
the underlying security above the option exercise price. In addition, a
Portfolio's ability to sell the underlying security will be limited while the
option is in effect unless the Portfolio effects a closing purchase transaction.
A closing purchase transaction cancels out a Portfolio's position as the writer
of an option by means of an offsetting purchase of an identical option prior to
the expiration of the option it has written.

Upon the termination of a Portfolio's obligation under a covered call
option other than through exercise of the option, the Portfolio will realize a
short-term capital gain or loss. Any gain realized by a Portfolio from the
exercise of an option will be short- or long-term depending on the period for
which the stock was held. The writing of covered call options creates a straddle
that is potentially subject to the straddle rules, which may override some of
the foregoing rules and result in a deferral of some losses for tax purposes.

INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

Each Portfolio has adopted certain investment restrictions which are fundamental
and may not be changed without approval by a majority vote of the Portfolio's
shareholders. Such majority is defined in the 1940 Act as the lesser of (i) 67%
or more of the voting securities of the Portfolio present in person or by proxy
at a meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or (ii) more than 50% of the
outstanding voting securities of the Portfolio. If any percentage restriction
described below is adhered to at the time of investment, a subsequent increase
or decrease in the percentage resulting from a change in the value of the
Portfolio's assets will not constitute a violation of the restriction.

BALANCED PORTFOLIO

The Balanced Portfolio may not:

1. Purchase the securities of any one issuer, except the United States
government, if immediately after and as a result of such purchase (a) the value
of the holdings of the Portfolio in the securities of such issuer exceeds 5% of
the value of the Portfolio's total assets, or (b) the Portfolio owns more than
10% of the outstanding voting securities, or any other class of securities, of
such issuer;

2. Engage in the purchase or sale of real estate, commodities or futures
contracts;

3. Underwrite the securities of other issuers;

4. Make loans to any of its officers, directors, or employees, or to its
manager, or general distributor, or officers or directors thereof;

5. Make any loan (the purchase of a security subject to a repurchase agreement
or the purchase of a portion of an issue of publicly distributed debt securities
is not considered the making of a loan);

6. Invest in companies for the purpose of exercising control of management;

7. Purchase securities on margin, or sell securities short, except that the
Portfolio may write covered call options;

8. Purchase shares of other investment companies except in the open market at
ordinary broker's commission or pursuant to a plan of merger or consolidation;

9. Invest in the aggregate more than 5% of the value of its gross assets in the
securities of issuers (other than federal, state, territorial, or local
governments, or corporations, or authorities established thereby), which,
including predecessors, have not had at least three years' continuous
operations;

10. Except for transactions in its shares or other securities through brokerage
practices which are considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or directors, its
manager or underwriter, or their officers or directors, or any organization in
which such persons have a financial interest;

11. Purchase or retain securities of any company in which any Fund officers or
directors, or Portfolio manager, its partner, officer or director beneficially
owns more than 1/2 of 1% of said company's securities, if all such persons
owning more than 1/2 of 1% of such company's securities, own in the aggregate
more than 5% of the outstanding securities of such company;

12. Borrow or pledge its credit under normal circumstances, except up to 10% of
its gross assets (computed at the lower of fair market value or cost)
temporarily for emergency or extraordinary purposes, and not for the purpose of
leveraging its investments, and provided further that any borrowing in excess of
5% of the total assets of the Portfolio shall have asset coverage of at least 3
to 1;

13. Make itself or its assets liable for the indebtedness of others;

14. Invest in securities which are assessable or involve unlimited liability;

15. Purchase any securities which would cause 25% or more of the Portfolio's
total assets at the time of such purchase to be invested in any one industry.

GLOBAL FIXED INCOME PORTFOLIO

The Global Fixed Income Portfolio may not:

1. Invest more than 25% of the current value of its total assets in any single
industry, provided that this restriction shall not apply to debt securities
issued or guaranteed by the United States government or its agencies or
instrumentalities.

2. Underwrite the securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, the Portfolio may be
deemed to be an underwriter under the Securities Act of 1933.

3. Purchase real estate or real estate mortgage loans, although the Portfolio
may purchase marketable securities of companies which deal in real estate, real
estate mortgage loans or interests therein.

4. Purchase securities on margin (except that the Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities).

5. Purchase or sell commodities or commodity contracts except that the Portfolio
may purchase and sell financial futures contracts and options on financial
futures contracts and engage in foreign currency exchange transactions.

6. With respect to at least 50% of its total assets, invest more than 5% in the
securities of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or acquire more than 10% of the outstanding voting securities
of any issuer.

7. Issue senior securities, borrow money, enter into reverse repurchase
agreements or pledge or mortgage its assets, except that the Portfolio may (a)
borrow from banks as a temporary measure for extraordinary or emergency purposes
(but not investment purposes) in an amount up to 15% of the current value of its
total assets to secure such borrowings, (b) enter into forward roll
transactions, and (c) pledge its assets to an extent not greater than 15% of the
current value of its total assets to secure such borrowings; however, the
Portfolio may not make any additional investments while its outstanding
borrowings exceed 5% of the current value of its total assets.

8. Lend portfolio securities, except that the Portfolio may lend its portfolio
securities with a value up to 20% of its total assets (with a 10% limit for any
borrower), except that the Portfolio may enter into repurchase agreements and
except that the Portfolio may enter into repurchase agreements with respect to
25% of the value of its net assets.

GROWTH & INCOME PORTFOLIO

The Growth & Income Portfolio may not:

1. Sell short securities or buy securities or evidences of interests therein on
margin, although it may obtain short-term credit necessary for the clearance of
purchases of securities;

2. Buy or sell put or call options, although it may buy, hold or sell rights or
warrants, write covered call options and enter into closing purchase
transactions as discussed below;

3. Borrow money which is in excess of one-third of the value of its total assets
taken at market value (including the amount borrowed) and then only from banks
as a temporary measure for extraordinary or emergency purposes (borrowings
beyond 5% of such total assets, may not be used for investment leverage to
purchase securities but solely to meet redemption requests where the liquidation
of the Portfolio's investment is deemed to be inconvenient or disadvantageous);

4. Invest in securities or other assets not readily marketable at the time of
purchase or subject to legal or contractual restrictions on resale except as
described in the Prospectus and SAI;

5. Act as underwriter of securities issued by others, unless it is deemed to be
one in selling a portfolio security requiring registration under the Securities
Act of 1933, such as those described in the Prospectus and SAI;

6. Lend money or securities to any person except that it may enter into
short-term repurchase agreements with sellers of securities it has purchased,
and it may lend its portfolio securities to registered broker-dealers where the
loan is 100% secured by cash or its equivalent as long as it complies with
regulatory requirements and the Fund deems such loans not to expose the
Portfolio to significant risk (investment in repurchase agreements exceeding 7
days and in other illiquid investments is limited to a maximum of 5% of the
Portfolio's assets);

7. Pledge, mortgage or hypothecate its assets; however, this provision does not
apply to permitted borrowing mentioned above or to the grant of escrow receipts
or the entry into other similar escrow arrangements arising out of the writing
of covered call options;

8. Buy or sell real estate including limited partnership interests therein
(except securities of companies, such as real estate investment trusts, that
deal in real estate or interests therein), or oil, gas or other mineral leases,
commodities or commodity contracts in the ordinary course of its business,
except such interests and other property acquired as a result of owning other
securities, though securities will not be purchased in order to acquire any of
these interests;

9. Invest more than 5% of its gross assets, taken at market value at the time of
investment, in companies (including their predecessors) with less than three
years' continuous operation;

10. Buy securities if the purchase would then cause the Portfolio to have more
than (i) 5% of its gross assets, at market value at the time of purchase,
invested in securities of any one issuer, except securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, or (ii) 25% of its
gross assets, at market value at the time of purchase, invested in securities
issued or guaranteed by a foreign government, its agencies or instrumentalities;

11. Buy voting securities if the purchase would then cause the Portfolio to own
more than 10% of the outstanding voting stock of any one issuer;

12. Own securities in a company when any of its officers, directors or security
holders is an officer or director of the Fund or an officer, director or partner
of the Adviser or Sub-Adviser, if after the purchase any of such persons owns
beneficially more than 1/2 of 1% of such securities and such persons together
own more than 5% of such securities;

13. Concentrate its investments in any particular industry, but if deemed
appropriate for attainment of its investment objective, up to 25% of its gross
assets (at market value at the time of investment) may be invested in any one
industry classification used for investment purposes; or

14. Buy securities from or sell them to the Fund's officers, directors, or
employees, or to the Adviser or Sub-Adviser or to their partners, directors and
employees.

INTERMEDIATE FIXED INCOME PORTFOLIO

The Intermediate Fixed Income Portfolio may not:

1. Invest, with respect to at least 75% of its total assets, more than 5% in the
securities of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or acquire more than 10% of the outstanding voting securities
of any issuer.

2. Issue senior securities, borrow money or securities or pledge or mortgage its
assets, except that the Portfolio may (a) borrow money from banks as a temporary
measure for extraordinary or emergency purposes (but not for investment
purposes) in an amount up to 15% of the current value of its total assets, (b)
enter into forward roll transactions, and (c) pledge its assets to an extent not
greater than 15% of the current value of its total assets to secure such
borrowings; however, the Portfolio may not make any additional investments while
its outstanding bank borrowings exceed 5% of the current value of its total
assets.

3. Lend portfolio securities except that the Portfolio (i) may lend portfolio
securities in accordance with the Portfolio's investment policies up to 33-1/3%
of the Portfolio's total assets taken at market value, (ii) enter into
repurchase agreements, and (iii) purchase all or a portion of an issue of debt
securities, bank loan participation interests, bank certificates of deposit,
bankers' acceptances, debentures or other securities, whether or not the
purchase is made upon the original issuance of the securities, and except that
the Portfolio may enter into repurchase agreements with respect to 5% of the
value of its net assets.

4. Invest more than 25% of the current value of its total assets in any single
industry, provided that this restriction shall not apply to U.S. Government
securities, including mortgage pass-through securities (GNMAs).

5. Underwrite the securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, the Portfolio may be
deemed to be an underwriter under the Securities Act of 1933.

6. Purchase real estate or real estate mortgage loans, although the Portfolio
may purchase marketable securities of companies which deal in real estate, real
estate mortgage loans or interests therein.

7. Purchase securities on margin (except that the Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities).

8. Purchase or sell commodities or commodity contracts except that the Portfolio
may purchase and sell financial futures contracts and options on financial
futures contracts and engage in foreign currency exchange transactions.

INTERNATIONAL EQUITY PORTFOLIO

The International Equity Portfolio may not:

1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (except U.S. government securities) if immediately
after and as a result of such purchase (a) the value of the holdings of the
Portfolio in the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets or (b) the Portfolio owns more than 10% of the
outstanding voting securities of such issuer.

2. Invest in any one industry (other than U.S. government securities) 25%
or more of the value of its total assets at the time of such investment.

3. Borrow money, except from banks for temporary or emergency purposes in
amounts not to exceed 25% of the Portfolio's total assets (including the amount
borrowed) taken at market value, nor pledge, mortgage or hypothecate its assets,
except to secure permitted indebtedness and then only if such pledging,
mortgaging or hypothecating does not exceed 25% of the Portfolio's total assets
taken at market value. When borrowings exceed 5% of the Portfolio's total
assets, the Portfolio will not purchase portfolio securities.

4. Act as a securities underwriter (except to the extent the Portfolio may
be deemed an underwriter under the Securities Act of 1933 in disposing of a
security), issue senior securities (except to the extent permitted under the
Investment Company Act of 1940), invest in real estate (although it may purchase
shares of a real estate investment trust), or invest in commodities or commodity
contracts except financial futures transactions, futures contracts on securities
and securities indices and options on such futures, forward foreign currency
exchange contracts, forward commitments or securities index put or call options.

5. Make loans, except that the Portfolio may enter into repurchase
agreements and may lend portfolio securities in accordance with the Portfolio's
investment policies. The Portfolio does not, for this purpose, consider the
purchase of all or a portion of an issue of publicly distributed bonds, bank
loan participation agreements, bank certificates of deposit, bankers'
acceptances, debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities, to be the making of a loan.

In applying the industry concentration investment restriction (no. 2
above), the Portfolio uses the industry groups designated by the Financial Times
World Index Service.

LARGE CAP VALUE PORTFOLIO

The Large Cap Value Portfolio may not:

2. Engage in the purchase or sale of real estate or commodities;

3. Underwrite the securities of other issuers;

4. Make loans to any of its officers, directors, or employees, or to its
manager, or general distributor, or officers or directors thereof;

6. Invest in companies for the purpose of exercising control of management;

7. Purchase securities on margin, or sell securities short;

8. Purchase shares of other investment companies except in the open market at
ordinary broker's commission or pursuant to a plan of merger or consolidation;

11. Borrow or pledge its credit under normal circumstances, except up to 10% of
its gross assets (computed at the lower of fair market value or cost) for
temporary or emergency purposes, and not for the purpose of leveraging its
investments, and provided further that any borrowing in excess of 5% of the
total assets of the Portfolio shall have asset coverage of at least 3 to 1;

12. Make itself or its assets liable for the indebtedness of others; or

13. Invest in securities which are assessable or involve unlimited liability.

SMALL CAP EQUITY AND LARGE CAP GROWTH PORTFOLIOS

Each of the Small Cap Equity and Large Cap Growth Portfolios may not:

1. With respect to 75% of its total assets, invest more than 5% of its total
assets, taken at market value at the time of a particular purchase, in the
securities of a single issuer, except for securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities or repurchase
agreements for such securities;

2. Acquire more than 10% taken at the time of a particular purchase, of the
outstanding voting securities of any one issuer;

3. Act as an underwriter of securities, except insofar as it may be deemed an
underwriter for purposes of the Securities Act of 1933 on disposition of
securities acquired subject to legal or contractual restrictions on resale;

4. Purchase or sell real estate (although it may purchase securities secured by
real estate or interests therein, or securities issued by companies which invest
in real estate or interests therein), commodities, or commodity contracts,
except that it may enter into (a) futures and options on futures and (b) forward
contracts;

5. Make loans, although it may (a) lend portfolio securities provided that no
such loan may be made if, as a result, the aggregate of such loans would exceed
33-1/3% of the value of its total assets (taken at market value at the time of
such loans); (b) purchase money market instruments and enter into repurchase
agreements; and (c) acquire publicly-distributed or privately-placed debt
securities;

6. Borrow except that it may (a) borrow for non-leveraging, temporary or
emergency purposes, (b) engage in reverse repurchase agreements and make other
borrowings, provided that the combination of (a) and (b) shall not exceed 33-
1/3% of the value of its total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other percentage permitted by law,
and (c) enter into futures and options transactions; it may borrow from banks
and other persons to the extent permitted by law;

7. Invest in a security if more than 25% of its total assets (taken at market
value at the time of a particular purchase) would be invested in the securities
of issuers in any particular industry, except that this restriction does not
apply to securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities; or

8. Issue any senior security except to the extent permitted under the 1940 Act.

MID CAP EQUITY PORTFOLIO

The Mid Cap Equity Portfolio may not:

1. Invest more than 25% of the current value of its total assets in any single
industry, provided that this restriction shall not apply to U.S. government
securities.

3. Purchase real estate or real estate mortgage loans.

4. Purchase securities on margin (except that the Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities).

5. Purchase or sell commodities or commodity contracts (except futures contracts
and options on such futures contracts and foreign currency exchange
transactions).

6. With respect to at least 75% of its total assets, invest more than 5% in the
securities of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or acquire more than 10% of the outstanding voting securities
of any issuer.

7. Issue senior securities, borrow money, enter into reverse repurchase
agreements or pledge or mortgage its assets, except that the Portfolio may
borrow from banks in an amount up to 15% of the current value of its total
assets as a temporary measure for extraordinary or emergency purposes (but not
investment purposes), and pledge its assets to an extent not greater than 15% of
the current value of its total assets to secure such borrowings; however, the
Portfolio may not make any additional investments while its outstanding
borrowings exceed 5% of the current value of its total assets.

8. Make loans of portfolio securities, except that the Portfolio may enter into
repurchase agreements and except that the Portfolio may enter into repurchase
agreements with respect to 10% of the value of its net assets.

MONEY MARKET PORTFOLIO

The Money Market Portfolio may not:

1. Invest more than 10% of the value of the total assets of the Portfolio in
securities that are not readily marketable, such as repurchase agreements having
a maturity of more than seven days and securities which are secured by interests
in real estate. This restriction does not apply to obligations issued or
guaranteed by the United States government, its agencies, or instrumentalities;

In determining the liquidity of Rule 144A Securities, which are unregistered
securities offered to qualified institutional buyers, and interest-only and
principal-only fixed mortgage-backed securities (IOs and POs) issued by the
United States government or its agencies and instrumentalities, the Sub-Adviser,
under guidelines established by the Board of Directors of the Fund, will
consider any relevant factors including the frequency of trades, the number of
dealers willing to purchase or sell the security, and the nature of marketplace
trades.

In determining the liquidity of commercial paper issued in transactions not
involving a public offering under Section 4(2) of the Securities Act of 1933, as
amended, the Sub-Adviser, under guidelines established by the Board of Directors
of the Fund, will evaluate relevant factors such as the issuer and the size and
nature of its commercial paper programs, the willingness and ability of the
issuer or dealer to repurchase the paper, and the nature of the clearance and
settlement procedures for the commercial paper.

2. Invest more than 5% of the value of the total assets of the Portfolio in
equity securities that are not readily marketable;

3. Invest in real estate, although it may buy securities of companies which deal
in real estate and securities which are secured by interests in real estate,
including interests in real estate investment trusts;

4. Invest in commodities or commodity contracts, except to the extent provided
in Item 14 below;

5. Purchase securities of other investment companies if, as a result, the
Portfolio would own more than 3% of the total outstanding voting stock of any
one investment company, or more than 5% of the Portfolio's assets would be
invested in any one investment company, or more than 10% of the Portfolio's
assets would be invested in investment company securities. These limitations do
not apply to securities acquired in connection with a merger, consolidation,
acquisition, or reorganization, or by purchase in the open market of securities
of closed-end investment companies where no underwriter or dealer's commission
or profit, other than customary broker's commission, is involved, and so long as
immediately thereafter not more than 10% of such Portfolio's total assets, taken
at market value, would be invested in such securities;

6. Make loans, except by the purchase of debt obligations customarily
distributed privately to institutional investors, and except that the Portfolio
may buy repurchase agreements;

7. As to 75% of the value of the total assets of the Portfolio, invest more than
5% of the value of such assets in securities of any one issuer, except that this
restriction shall not apply to securities issued or guaranteed by the United
States government, its agencies, or instrumentalities;

8. As to 75% of the value of the total assets of the Portfolio, invest in more
than 10% of the outstanding voting securities of any one issuer;

9. Act as an underwriter of securities of other issuers, except to the extent
that it may be deemed to be an underwriter in reselling securities, such as
restricted securities, acquired in private transactions and subsequently
registered under the Securities Act of 1933, as amended;

10. Borrow money, except that the Portfolio may enter into reverse repurchase
agreements with banks and except that, as a temporary measure for extraordinary
or emergency purposes (such as to permit the Portfolio to honor redemption
requests without being required to dispose of investments in an inopportune or
untimely manner) and not for investment purposes, any Portfolio may borrow from
banks up to 5% of its assets taken at cost, provided in each case that the total
borrowings have an asset coverage, based on value, of at least 300%;

11. Issue securities senior to its common stock except to the extent set out in
paragraph 10 above;

12. Sell securities short, or maintain a short position;

13. Buy securities on margin, except that it may obtain such short-term credits
as may be necessary for the clearance of purchases and sales of securities;

14. Invest in or write puts, call, straddles, or spreads; nor

15. Invest in companies for the purpose of exercising control of management.

NON-FUNDAMENTAL RESTRICTIONS

In addition to the foregoing, and the policies set forth in the Prospectus,
certain Portfolios have adopted additional investment restrictions which may be
amended by the Board of Directors without a vote of shareholders. If any
percentage restriction described below is adhered to at the time of investment,
a subsequent increase or decrease in the percentage resulting from a change in
the value of the Portfolio's assets will not constitute a violation of the
restriction.

GLOBAL FIXED INCOME PORTFOLIO

The Global Fixed Income Portfolio may not:

1. Invest in the securities of an issuer for the purpose of exercising control
or management but it may do so where it is deemed advisable to protect or
enhance the value of an existing investment.

2. Purchase securities of any other investment company except to the extent
permitted by the 1940 Act.

3. Invest more than 25% of its net assets in repurchase agreements.

4. Purchase additional securities if the Portfolio's borrowings exceed 5% of its
net assets.

Purchases of securities of other investment companies permitted under the
restrictions above could cause the Portfolio to pay additional management and
sub-advisory fees and distribution fees.

INTERMEDIATE FIXED INCOME PORTFOLIO

The Intermediate Fixed Income Portfolio may not:

1. Invest in the securities of an issuer for the purpose of exercising control
or management, but it may do so where it is deemed advisable to protect or
enhance the value of an existing investment.

2. Purchase securities of any other investment company except to the extent
permitted by the 1940 Act.

3. Invest more than 15% of its net assets in illiquid securities.

4. Invest more than 5% of its net assets in repurchase agreements.

5. Purchase additional securities if the Portfolio's bank borrowings exceed 5%
of its net assets.

INTERNATIONAL EQUITY PORTFOLIO

The International Equity Portfolio may not:

1. With respect to 100% of the Portfolio's total assets, purchase the
securities of any one issuer (except U.S. government securities) if immediately
after and as a result of such purchase (a) the value of the holdings of the
Portfolio in the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets or (b) the Portfolio owns more than 10% of the
outstanding voting securities of such issuer.

2. Purchase securities of any company which, including its predecessors and
parents, has a record of less than three years' continuous operation, if such
purchase would cause the Portfolio's investments in all such companies taken at
cost to exceed 5% of the value of the Portfolio's total assets.

3. Purchase securities on margin from a broker or dealer, except that the
Portfolio may obtain such short-term credits as may be necessary for the
clearance of transactions, and may not make short sales of securities. This
limitation shall not prohibit or restrict the Portfolio from entering into
futures, forwards and options contracts or from making margin payments and other
deposits in connection therewith.

4. Purchase the securities of any other investment company, except by
purchase in the open market involving no commission or profit to a sponsor or
dealer (other than the customary broker's commission).

5. Invest in companies for the purposes of exercising control of
management.

6. Purchase any security, including any repurchase agreement maturing in
more than seven days, which is not readily marketable, if more than 15% of the
net assets of the Portfolio, taken at market value at the time of purchase,
would be invested in such securities.

7. Enter into any futures, forwards or options, except that only for the
purpose of hedging, the Portfolio may enter into forward foreign currency
exchange contracts with stated contract values of up to the value of the
Portfolio's assets.

8. Purchase or sell securities on a when-issued or delayed delivery basis,
if as a result more than 5% of its net assets taken at market value at the time
of purchase would be invested in such securities.

9. Purchase or sell any interest in an oil, gas or mineral development or
exploration program, including investments in oil, gas or other mineral leases,
rights or royalty contracts (except that the Portfolio may invest in the
securities of issuers engaged in the foregoing activities).

10. Invest more than 5% of its net assets in warrants. Included in that
amount, but not to exceed 2% of net assets, are warrants whose underlying
securities are not traded on principal domestic or foreign exchanges.

Warrants acquired by the Portfolio in units or attached to securities are not
subject to these limits.

SMALL CAP EQUITY AND LARGE CAP GROWTH PORTFOLIOS

Each of the Small Cap Equity and Large Cap Growth Portfolios may not:

1. Invest in any of the following: (i) interests in oil, gas or other mineral
leases or exploration or development programs (except readily marketable
securities, including but not limited to master limited partnership interests,
that may represent indirect interests in oil, gas, or other mineral exploration
or development programs); (ii) puts, calls, straddles, spreads, or any
combination thereof (except that it may enter into transactions in options,
futures, and options on futures); (iii) shares of other open-end investment
companies, except in connection with a merger, consolidation, acquisition, or
reorganization; and (iv) limited partnerships in real estate unless they are
readily marketable;

2. Invest in companies for the purpose of exercising control or management;

3. Purchase more than 3% of the stock of another investment company or purchase
stock of other investment companies equal to more than 5% of its total assets
(valued at time of purchase) in the case of any one other investment company and
10% of such assets (valued at time of purchase) in the case of all other
investment companies in the aggregate; any such purchases are to be made in the
open market where no profit to a sponsor or dealer results from the purchase,
other than the customary broker's commission, except for securities acquired as
part of a merger, consolidation or acquisition of assets;

4. Purchase or hold securities of an issuer if 5% of the securities of such
issuer are owned by those officers, or directors of the Fund or of its Adviser,
who each own beneficially more than 1/2 of 1% of the securities of that issuer;

5. Mortgage, pledge, or hypothecate its assets, except as may be necessary in
connection with permitted borrowings or in connection with options, futures, and
options on futures;

6. Invest more than 5% of its net assets (valued at time of purchase) in
warrants, nor more than 2% of its net assets in warrants that are not listed on
the New York or American Stock Exchange;

7. Write an option on a security unless the option is issued by the Options
Clearing Corporation, an exchange, or similar entity;

8. Invest more than 25% of its total assets (valued at time of purchase) in
securities of foreign issuers (other than securities represented by American
Depositary Receipts (ADRs) or securities guaranteed by a U.S. person);

9. Buy or sell an option on a security, a futures contract, or an option on a
futures contract unless the option, the futures contract, or the option on the
futures contract is offered through the facilities of a recognized securities
association or listed on a recognized exchange or similar entity;

10. Purchase a put or call option if the aggregate premiums paid for all put and
call options exceed 20% of its net assets (less the amount by which any such
positions are in-the-money), excluding put and call options purchased as closing
transactions;

11. Purchase securities on margin (except for use of short-term credits as are
necessary for the clearance of transactions), or sell securities short unless
(i) it owns or has the right to obtain securities equivalent in kind and amount
to those sold short at no added cost or (ii) the securities sold are "when
issued" or "when distributed" securities which it expects to receive in a
recapitalization, reorganization, or other exchange for securities it
contemporaneously owns or has the right to obtain and provided that transactions
in options, futures, and options on futures are not treated as short sales;

12. Invest more than 5% of its total assets (taken at market value at the time
of a particular investment) in securities of issuers (other than issuers of
federal agency obligations or securities issued or guaranteed by any foreign
country or asset-backed securities) that, together with any predecessors or
unconditional guarantors, have been in continuous operation for less than three
years ("unseasoned issuers");

13. Invest more than 5% of its total assets (taken at market value at the time
of a particular investment) in restricted securities, other than securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933;

14. Invest more than 15% of its total assets (taken at market value at the time
of a particular investment) in restricted securities and securities of
unseasoned issuers; or

15. Invest more than 15% of its net assets (taken at market value at the time of
a particular investment) in illiquid securities, including repurchase agreements
maturing in more than seven days.

MID CAP EQUITY PORTFOLIO

The Mid Cap Equity Portfolio may not:

1. Invest in the securities of an issuer for the purpose of exercising control
or management, but it may do so where it is deemed advisable to protect or
enhance the value of an existing investment.

2. Purchase the securities of any other investment company except to the extent
permitted by the 1940 Act.

3. Invest more than 15% of its net assets in securities which are illiquid.

4. Purchase additional securities if the Portfolio's borrowings exceed 5% of its
net assets.

DIRECTORS AND OFFICERS OF THE FUND

The management and affairs of the Fund are supervised by the Directors under the
laws of the State of Maryland. The Directors and executive officers of the Fund
and their principal occupations for the last five years are set forth below.
Each may have held other positions with the named companies during that period.
The age of each Director and officer is indicated in the parenthesis.

*LARRY D. ARMEL, President, Principal Executive Officer and Director (57); BMA
Tower, 700 Karnes Boulevard, Kansas City, Missouri 64108. President of the
Adviser; President, Chief Executive Officer and Director, Jones & Babson, Inc.;
President and Director, David L. Babson Growth Fund, Inc., D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow
Stock Fund, Inc., Scout Stock Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money Market Fund, Inc., Scout Regional Fund,
Inc., Scout WorldWide Fund, Inc., Scout Balanced Fund, Inc., Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo
USA Global Fund, Inc.; Buffalo Small Cap Fund, Inc., Scout Capital Preservation
Fund, Inc., Scout Kansas Tax-Exempt Bond Fund, Inc.; President and Trustee, D.
L. Babson Bond Trust; Director, AFBA Five Star Fund, Inc.
- -----------------

*NORSE N. BLAZZARD, DIRECTOR (60); 4401 W. Tradewinds Avenue, Suite 207,
Lauderdale By the Sea, Florida 33308; Principal, Blazzard, Grodd & Hasenauer,
P.C., Westport, Connecticut (counsel to the Fund); Partner, Paradigm Partners
International LLC (insurance and financial consulting firm which provides
consulting services to Business Men's Assurance Company of America).
- -----------------

FRANCIS C. ROOD, DIRECTOR (65); Retired, 73-395 Agave Lane, Palm Desert,
California 92260-6653. Formerly, Group Vice President-Administration, Hallmark
Cards Inc.; Director, David L. Babson Growth Fund, Inc., D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow
Stock Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap
Fund, Inc.; Trustee of D. L. Babson Bond Trust.
- -----------------

WILLIAM H. RUSSELL, Director (75); Financial Consultant, 645 West 67th Street,
Kansas City, Missouri 64113; Director, David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc., Babson-Stewart Ivory International Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc.,
Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc.; Trustee of D. L.
Babson Bond Trust.
- -----------------

H. DAVID RYBOLT, Director (56); Consultant, HDR Associates, P.O. Box 2468,
Shawnee Mission, Kansas 66202; Director, David L. Babson Growth Fund, Inc., D.
L. Babson Money Market Fund, Inc. D. L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value
Fund, Inc., Shadow Stock Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo Equity
Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc.,
Buffalo Small Cap Fund, Inc.; Trustee of D. L. Babson Bond Trust.
- ------------------

*ROBERT N. SAWYER, Director and Chairman (53); BMA Tower, 700 Karnes Boulevard,
Kansas City, Missouri 64108; Senior Vice President and Chief Investment Officer
of Business Men's Assurance Company of America; Director of Jones & Babson, Inc.
- ------------------

JAMES SEWARD, Director (46); President and Chief Executive Officer, SLH
Corporation; Executive Vice-President, Seafield Capital Corporation; Director,
SLH Corporation, Lab One, Response Oncology, Concordia Career Colleges and
Seafield Capital Corporation.
- ------------------

P. BRADLEY ADAMS, Principal Financial Officer and Principal Accounting Officer
(38); BMA Tower, 700 Karnes Boulevard, Kansas City, Missouri, 64108; Treasurer
of the Adviser; Vice President, Chief Financial Officer and Treasurer, Jones &
Babson, Inc.; Vice President and Treasurer, David L. Babson Growth Fund, Inc.,
D. L. Babson Money Market Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value
Fund, Inc., Shadow Stock Fund, Inc., D. L. Babson Bond Trust, Scout Stock Fund,
Inc., Scout Bond Fund, Inc., Scout Money Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc., Scout WorldWide Fund, Inc., Scout
Balanced Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap
Fund, Inc., Scout Capital Preservation Fund, Inc., Scout Kansas Tax-Exempt Bond
Fund, Inc.; Vice President and Chief Financial Officer, AFBA Five Star Fund,
Inc.
- ------------------

MARTIN A. CRAMER, Secretary (49); Secretary of the Adviser; Vice President and
Secretary, Jones & Babson, Inc., David L. Babson Growth Fund, Inc., D. L. Babson
Money Market Fund, Inc., D. L. Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc., D. L. Babson Bond Trust, Scout Stock Fund, Inc., Scout
Bond Fund, Inc., Scout Money Market Fund, Inc., Scout Tax-Free Money Market
Fund, Inc., Scout Regional Fund, Inc., Scout WorldWide Fund, Inc., Scout
Balanced Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap
Fund, Inc., Scout Capital Preservation Fund, Inc., Scout Kansas Tax-Exempt Bond
Fund, Inc.; Secretary and Assistant Vice President, AFBA Five Star Fund, Inc.
- ------------------

EDWARD S. RITTER, Vice President (44); BMA Tower, 700 Karnes Boulevard, Kansas
City, Missouri 64108; Vice President of the Adviser; Director of Jones & Babson,
Inc.; Senior Vice President-Corporate Development, Business Men's Assurance
Company of America.
- ------------------

Each of these Directors may be deemed to be an "interested person" of the Fund
as that term is defined in the 1940 Act.

Each Director of the Fund who is not an "interested person" of the Fund receives
an annual fee of $3,000 and an additional fee of $125 for each Directors'
meeting attended and is reimbursed for expenses incurred in connection with
attending Directors' meetings. Each Director receives a separate fee of $125 for
attendance of any Committee meeting held on a day on which no Board meeting is
held.

Messrs. Rood, Russell, Rybolt and Seward have no financial interest in, nor are
they affiliated with the Fund, the Adviser or Jones & Babson, Inc.

The Audit Committee of the Board of Directors is composed of Messrs. Rood,
Russell, Rybolt and Seward. The Pricing Committee is composed of Messrs. Armel
and Sawyer. The Fund will not hold annual meetings except as required by the
Investment Company Act of 1940 and other applicable laws. The Fund is a Maryland
corporation. Under Maryland law, a special meeting of stockholders of the Fund
must be held if the Fund receives a written request for a meeting from the
stockholders entitled to cast at least 25% of all the votes entitled to be cast
at the meeting. The Fund has undertaken that its Directors will call a meeting
of stockholders if such a meeting is requested in writing by the holders of not
less than 10% of the outstanding shares of the Fund. To the extent required by
the undertaking, the Fund will assist shareholder communications in such
matters.

COMPENSATION TABLE

Compensation of Management

The table below describes the compensation paid by the Fund during the past
fiscal year to each of the Directors who is not an interested person of the
Fund. None of the officers and no Director who is an interested person of the
Fund received compensation from the Fund during the past fiscal year.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pension or
Retirement Total
Aggregate Benefits Estimated Compensation
Compensation Accrued as Part Annual from Registrant
Name of Person, from of Fund Benefits Upon and Fund Complex
Position Registrant* Expenses Retirement Paid to Directors
- -------- ----------- -------- ---------- -----------------

Larry D. Armel** N/A N/A N/A N/A
Director

Norse N. Blazzard N/A N/A N/A N/A
Director**

Francis C. Rood $_____ N/A N/A $_____
Director

William H. Russell $_____ N/A N/A $_____
Director

H. David Rybolt $_____ N/A N/A $_____
Director

Robert N. Sawyer N/A N/A N/A $_____
Director**

James Seward $_____ N/A N/A $_____
Director
</TABLE>

* Each Portfolio is expected to pay its proportionate share of the total
compensation, based on its total net assets, relative to the total net
assets of the Fund.

** Each of these Directors may be deemed to be an "interested person" of the
Fund, as that term is defined in the 1940 Act, and consequently will be
receiving no compensation from the Fund.

THE ADVISER

The Fund and Investors Mark Advisors, LLC (the "Adviser") have entered into an
Investment Advisory Agreement dated July 15, 1997 (the "Investment Advisory
Agreement"), pursuant to which the Adviser is obligated, among other things, to
formulate a continuing program for the investment of the assets of each
Portfolio of the Fund. The fees to be paid under the Investment Advisory
Agreement are set forth in the Prospectus. The Adviser has agreed to assume
certain operating expenses of the Portfolios as described in the Prospectus.

The Investment Advisory Agreement further provides that the Adviser shall
furnish the Fund with office space and necessary personnel, pay ordinary office
expenses, pay all executive salaries of the Fund and furnish, without expense to
the Fund, the services of such members of its organization as may be duly
elected officers or Directors of the Fund.

Under the Investment Advisory Agreement, the Fund is responsible for all its
other expenses including, but not limited to, the following expenses: legal,
auditing or accounting expenses, Directors' fees and expenses, insurance
premiums, brokers' commissions, taxes and governmental fees, expenses of issue
or redemption of shares, expenses of registering or qualifying shares for sale,
reports and notices to shareholders, and fees and disbursements of custodians,
transfer agents, registrars, shareholder servicing agents and dividend
disbursing agents, and certain expenses with respect to membership fees of
industry associations.

The Investment Advisory Agreement provides that the Adviser may retain
sub-advisers, at Adviser's own cost and expense, for the purpose of making
investment recommendations and research information available to the Fund.

The Investment Advisory Agreement provides that neither the Adviser nor any
director, officer or employee of Adviser will be liable for any loss suffered by
the Fund in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations and duties.

The Investment Advisory Agreement may be terminated without penalty by vote of
the Directors, as to any Portfolio by the shareholders of that Portfolio, or by
Adviser on 60 days written notice. The Investment Advisory Agreement also
terminates without payment of any penalty in the event of its assignment. In
addition, the Investment Advisory Agreement may be amended only by a vote of the
shareholders of the affected Portfolio(s), and provides that it will continue in
effect from year to year, after its initial two-year term, only so long as such
continuance is approved at least annually with respect to each Portfolio by vote
of either the Directors or the shareholders of the Portfolio, and, in either
case, by a majority of the Directors who are not "interested persons" of the
Adviser. In each of the foregoing cases, the vote of the shareholders is the
affirmative vote of a "majority of the outstanding voting securities" as defined
in the 1940 Act.

Compensation. The Adviser receives a fee from the Fund for its services as
investment adviser as described in the Prospectus.

The Adviser calculates the fee each day that the New York Stock Exchange is open
for business based on the net asset value determined for that day. The fee
accrues daily and is paid monthly. The Adviser received the following fees from
each Portfolio during the periods shown.

<TABLE>
<CAPTION>
Name of Fiscal Year Period
Portfolio Ended 1998 Ended 1997
- ------------------------------------------------------------------
<S> <C> <C>

Intermediate Fixed Income $______ $______
Mid Cap Equity $______ $______
Money Market $______ $______
Global Fixed Income $______ $______
Small Cap Equity $______ $______
Large Cap Growth $______ $______
Large Cap Value $______ $______
Growth & Income $______ $______
Balanced $______ $______
</TABLE>

Code of Ethics

To mitigate the possibility that a Portfolio will be adversely affected by
personal trading of employees, the Fund, the Adviser and the Sub-Advisers have
adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These Codes contain
policies restricting securities trading in personal accounts of the portfolio
managers and others who normally come into possession of information on
portfolio transactions. These Codes comply, in all material respects, with the
recommendations of the Investment Company Institute.

SUB-ADVISERS

Each of the Sub-Advisers described in the Prospectus serves as Sub-Adviser to
one or more Portfolios of the Fund pursuant to separate written agreements (the
"Sub-Advisory Agreements"). Certain of the services provided by, and the fees
paid to, the Sub-Advisers are described in the Prospectus under "Management of
the Fund - Sub-Advisers."

Subject to the supervision of the Adviser and the Board of Directors of the
Fund, each of the Sub-Advisers invests and reinvests the Portfolios' assets
consistent with each Portfolio's respective investment objectives and policies
pursuant to the terms of the Sub-Advisory Agreements. Each Sub-Advisory
Agreement continues in effect for each Portfolio from year to year after its
initial two-year term so long as its continuation is approved at least annually
by a majority of the Directors of the Fund and by the shareholders of each
Portfolio or the Board of Directors. Each Sub-Advisory Agreement may be
terminated at any time upon 60 days notice by either party, or by a majority
vote of the outstanding shares of a Portfolio with respect to that Portfolio,
and will terminate automatically upon assignment or upon the termination of the
Investment Advisory Agreement. Additional Portfolios may be subject to a
different agreement.

Compensation. The Adviser pays the Sub-Advisers fees for their services, as
described in the Prospectus, out of the compensation the Adviser receives from
each Portfolio.

The Sub-Advisers calculate the fee each day that the New York Stock Exchange is
open for business based on the net asset value determined for that day. The fee
accrues daily and is paid monthly. The Sub-Advisers received the following fees
from the Adviser during the periods shown:

<TABLE>
<CAPTION>
Name of Fiscal Year Period
Portfolio Ended 1998 Ended 1997
- ------------------------------------------------------------------
<S> <C> <C>

THE DISTRIBUTOR

Jones & Babson, Inc. (the "Distributor") and the Fund are parties to a
distribution agreement (the "Distribution Agreement") pursuant to which the
Distributor serves as principal underwriter for the Fund. The Distributor will
receive no compensation for serving in such capacity.

The Distribution Agreement is renewable annually. The Distribution Agreement may
be terminated by the Distributor, by a majority vote of the Directors who are
not interested persons and have no financial interest in the Distribution
Agreement or by a majority vote of the outstanding securities of the Fund upon
not more than sixty (60) days' written notice by either party or upon assignment
by the Distributor.

OTHER SERVICE PROVIDERS

THE TRANSFER AGENT

Jones & Babson also serves as the transfer agent, dividend disbursing agent
and shareholder servicing agent for the Fund under a transfer agent agreement
with the Fund.

From time to time, the Fund may pay amounts to third parties that provide
sub-transfer agency and other administrative services relating to the Fund to
persons who beneficially own interests in the Fund.

These services may include, among other things, sub-accounting services,
answering inquiries relating to the Fund, delivering, on behalf of the Fund,
proxy statements, annual reports, updated Prospectuses, other communications
regarding the Fund, and related services as the Fund or the beneficial owners
may reasonably request.

COUNSEL AND INDEPENDENT AUDITORS

Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut, serves as counsel
to the Fund. Ernst & Young, LLP, Kansas City, Missouri, serves as the
independent auditors of the Fund.

CUSTODIANS

UMB Bank, N.A., Kansas City, Missouri, serves as the custodian for the
Small Cap Equity, Large Cap Growth, Large Cap Value, Growth & Income, Balanced
and International Equity Portfolios of the Fund. Investors Fiduciary Trust
Company ("IFTC"), Kansas City, Missouri, serves as the custodian for the
Intermediate Fixed Income, Mid Cap Equity, Money Market and Global Fixed Income
Portfolios of the Fund. UMB Bank, N.A. and IFTC may be referred to collectively
in the Prospectus and in the SAI as the "Custodian". The Custodian holds cash,
securities and other assets of the Fund as required by the 1940 Act.

IFTC also provides fund accounting services to the Portfolios for which it
serves as Custodian.

PERFORMANCE INFORMATION

From time to time, each Portfolio may advertise its yield and total return.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made regarding actual
future yields or returns. Yield refers to the annualized income generated by an
investment in the Portfolio over a specified 30-day period. The yield is
calculated by assuming that the same amount of income generated by the
investment during that period is generated in each 30-day period over one year
and is shown as a percentage of the investment.

Total returns quoted for a Portfolio include the effect of deducting the
Portfolio's expenses, but may not include charges and expenses attributable to
any particular Contract. Accordingly, the prospectus of the sponsoring life
insurance company Separate Account should be carefully reviewed for information
on relevant charges and expenses. Excluding these charges and expenses from
quotations of a Portfolio's performance has the effect of increasing the
performance quoted, and the effect of these charges should be considered when
comparing a Portfolio's performance to that of other mutual funds.

Each Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical
Services, Inc.) or by financial and business publications and periodicals, broad
groups of comparable mutual funds, unmanaged indices which may assume investment
of dividends but generally do not reflect deductions for administrative and
management costs and other investment alternatives. Each Portfolio may quote
services such as Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance, and Ibbotson Associates of Chicago,
Illinois, which provides historical returns of the capital markets in the U.S.
In addition, the International Equity Portfolio may compare its performance to
that of broad- based foreign securities market indices, such as the Morgan
Stanley Capital International EAFE (Europe, Australia, Asia, Far East) Index and
the Dow Jones World Index. Each Portfolio may use long-term risk versus reward
scenarios and could include the value of a hypothetical investment in any of the
capital markets. Each Portfolio may also quote financial and business
publications and periodicals as they relate to fund management, investment
philosophy, and investment techniques.

Each Portfolio may quote various measures of volatility and benchmark
correlation in advertising and may compare these measures to those of other
funds. Measures of volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might be. Measures of
volatility and correlation are calculated using averages of historical data and
cannot be calculated precisely.

COMPUTATION OF YIELD

MONEY MARKET PORTFOLIO. The Portfolio's yield is computed by determining the
percentage net change, excluding capital changes, in the value of an investment
in one share of the Portfolio over the base period, and multiplying the net
change by 365/7 (or approximately 52 weeks). The Portfolio's effective yield
represents a compounding of the yield by adding 1 to the number representing the
percentage change in value of the investment during the base period, raising
that sum to a power equal to 365/7, and subtracting 1 from the result.

OTHER PORTFOLIOS. From time to time, a Portfolio may advertise yield. These
figures will be based on historical earnings and are not intended to indicate
future performance. The yield of a Portfolio refers to the annualized income
generated by an investment in the Portfolio over a specified 30-day period. The
yield is calculated by assuming that the income generated by the investment
during that period generated each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

Yield = (2 (a-b/cd + 1)6 - 1) where a = dividends and interest earned during the
period; b = expenses accrued for the period (net of reimbursement); c = the
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

CALCULATION OF TOTAL RETURN

From time to time, a Portfolio may advertise total return. The total return of a
Portfolio refers to the average compounded rate of return on a hypothetical
investment for designated time periods (including but not limited to, the period
from which the Portfolio commenced operations through the specified date),
assuming that the entire investment is redeemed at the end of each period and
assuming the reinvestment of all dividend and capital gain distributions. In
particular, total return will be calculated according to the following formula:
P (1 + T )n = ERV, where P = a hypothetical initial payment of $1,000; T =
average annual total return; n = number of years; and ERV = ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the designated
time period as of the end of such period.

Quotations of total return, which are not annualized, represent historical
earnings and asset value fluctuations. Total return is based on past performance
and is not a guarantee of future results.

PURCHASE AND REDEMPTION OF SHARES

Individual investors may not purchase or redeem shares of the Portfolios
directly; shares may be purchased or redeemed only through Contracts offered by
Separate Accounts of life insurance companies. Please refer to the prospectus of
the sponsoring life insurance company Separate Account for instructions on
purchasing a Contract and on how to select the Portfolios as investment options
for a Contract.

PURCHASES. All investments in the Portfolios are credited to a life
insurance company's Separate Account immediately upon acceptance of the
investments by the Portfolios. Each life insurance company receives orders from
its Contract owners to purchase or redeem shares of each Portfolio on each day
that the Portfolio calculates its net asset value (a "Business Day"). That
night, all orders received by the life insurance company prior to the close of
regular trading on the New York Stock Exchange Inc. (the "NYSE") (currently 4:00
p.m., Eastern time) on that Business Day are aggregated, and the life insurance
company places a net purchase or redemption order for shares of the Portfolios
during the morning of the next Business Day. These orders are executed at the
net asset value (described below under "Net Asset Value") next computed after
receipt of such order by the life insurance company.

The Portfolios reserve the right to reject any specific purchase order.
Purchase orders may be refused if, in the Adviser's opinion, they are of a size
that would disrupt the management of the Portfolio. A Portfolio may discontinue
sales of its shares if management believes that a substantial further increase
in assets may adversely effect the Portfolio's ability to achieve its investment
objective. In such event, however, it is anticipated that existing Contract
owners would be permitted to continue to authorize investments in the
Portfolios.

REDEMPTIONS. Shares of a Portfolio may be redeemed on any Business Day.
Redemption orders which are received by a life insurance company prior to the
close of regular trading on the NYSE on any Business Day and transmitted to the
Fund or its specified agent during the morning of the next Business Day will be
processed at the next net asset value computed after receipt of such order by
the life insurance company. Redemption proceeds will normally be wired to the
life insurance company on the Business Day following receipt of the redemption
order by the life insurance company, but in no event later than seven days after
receipt of such order.

Purchases and redemptions may be made on any day on which the New York Stock
Exchange is open for business. Currently, the following holidays are observed by
the Fund: New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Shares of each
Portfolio are offered on a continuous basis.

The Fund reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of each Portfolio's securities is not reasonably
practicable, or for such other periods as the SEC has by order permitted. The
Fund also reserves the right to suspend sales of shares of a Portfolio for any
period during which the New York Stock Exchange, the Adviser, the
Sub-Adviser(s), the Transfer Agent and/or the Custodian are not open for
business.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined daily as of 4:00
p.m. Eastern time on each day the New York Stock Exchange is open for trading.
The New York Stock Exchange is normally closed on the following national
holidays: New Year's Day, Martin Luther King Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

The value of a foreign security is determined in its national currency as of the
close of trading on the foreign exchange on which it is traded or as of 4:00
p.m. Eastern time, if that is earlier, and that value is then converted into its
U.S. dollar equivalent at the foreign exchange rate in effect at noon, Eastern
time, on the date the value of the foreign security is determined. Portfolio
securities that are listed on foreign exchanges may trade on days on which the
New York Stock Exchange is closed. As a result, the net asset values of
Portfolios holding foreign securities may be significantly affected on days on
which shareholders have no access to the Portfolios.

The valuation of the Money Market Portfolio's portfolio securities is based upon
their amortized cost, which does not take into account unrealized securities
gains or losses. This method involves initially valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. By using amortized cost valuation, the Fund seeks to
maintain a constant net asset value of $1.00 per share for the Money Market
Portfolio, despite minor shifts in the market value of its portfolio securities.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Money Market Portfolio would receive if it sold the instrument. During
periods of declining interest rates, the quoted yield on shares of the Money
Market Portfolio may tend to be higher than a like computation made by a fund
with identical investments utilizing a method of valuation based on market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of amortized cost by the Portfolio resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
Money Market Portfolio would be able to obtain a somewhat higher yield if he or
she purchased shares of the Money Market Portfolio on that day, than would
result from investment in a fund utilizing solely market values, and existing
investors in the Money Market Portfolio would receive less investment income.
The converse would apply on a day when the use of amortized cost by the
Portfolio resulted in a higher aggregate portfolio value. However, as a result
of certain procedures adopted by the Fund, the Fund believes any difference will
normally be minimal.

The net asset value of the shares of each of the Portfolios other than the Money
Market Portfolio is determined by dividing the total assets of the Portfolio,
less all liabilities, by the total number of shares outstanding. Securities
traded on a national securities exchange or quoted on the NASDAQ National Market
System are valued at their last-reported sale price on the principal exchange or
reported by NASDAQ or, if there is no reported sale, and in the case of
over-the-counter securities not included in the NASDAQ National Market System,
at a bid price estimated by a broker or dealer. Debt securities, including
zero-coupon securities, and certain foreign securities will be valued by a
pricing service. Other foreign securities may be valued by the Fund's Pricing
Committee. Securities for which current market quotations are not readily
available and all other assets are valued at fair value as determined in good
faith by the Directors, although the actual calculations may be made by persons
acting pursuant to the direction of the Directors.

If any securities held by a Portfolio are restricted as to resale, their fair
value is generally determined as the amount which the Fund could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Fund in connection with such disposition). In addition, specific
factors are also generally considered, such as the cost of the investment, the
market value of any unrestricted securities of the same class (both at the time
of purchase and at the time of valuation), the size of the holding, the prices
of any recent transactions or offers with respect to such securities, and any
available analysts' reports regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of these securities used in determining the net
asset value of the Fund's shares are computed as of such times. Also, because of
the amount of time required to collect and process trading information as to
large numbers of securities issues, the values of certain securities (such as
convertible bonds and U.S. Government Securities) are determined based on market
quotations collected earlier in the day at the latest practicable time prior to
the close of the Exchange. Occasionally, events affecting the value of such
securities may occur between such times and the close of the Exchange which will
not be reflected in the computation of the Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value, in the manner described
above.

The proceeds received by each Portfolio for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to such Portfolio, and
constitute the underlying assets of that Portfolio. The underlying assets of
each Portfolio will be segregated in the Fund's books of account, and will be
charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Fund. Expenses with respect to any two or more
Portfolios may be allocated in proportion to the net asset values of the
respective Portfolios except where allocations of direct expenses can otherwise
be fairly made.

TAXES

The following is only a summary of certain income tax considerations generally
affecting a Portfolio and its shareholders, and is not intended as a substitute
for careful tax planning. Shareholders are urged to consult their tax advisors
with specific reference to their own tax situations, including their state and
local income tax liabilities.

FEDERAL INCOME TAX

The following discussion of federal income tax consequences is based on the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
issued thereunder as in effect on the date of this Statement of Additional
Information. New legislation, as well as administrative changes or court
decisions, may significantly change the conclusions expressed herein, and may
have a retroactive effect with respect to the transactions contemplated herein.

Each Portfolio intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code. By maintaining its qualifications as a
RIC, each Portfolio intends to eliminate or reduce to a nominal amount the
federal taxes to which it may be subject.

In order to qualify for treatment as a RIC under the Code, a Portfolio must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Portfolio's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of stock or securities, or certain other income; (ii) at the
close of each quarter of the Portfolio's taxable year, at least 50% of the value
of its total assets must be represented by cash and cash items, U.S. Government
securities, securities of other RICs and other securities, with such other
securities limited, in respect to any one issuer, to an amount that does not
exceed 5% of the value of the Portfolio's assets and that does not represent
more than 10% of the outstanding voting securities of such issuer; and (iii) at
the close of each quarter of the Portfolio's taxable year, not more than 25% of
the value of its assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer or of
two or more issuers which are engaged in the same, similar or related trades or
businesses if the Portfolio owns at least 20% of the voting power of such
issuers.

Notwithstanding the Distribution Requirement described above, which requires
only that a Portfolio distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Portfolio will be subject to a nondeductible 4% federal excise tax to the extent
it fails to distribute by the end of any calendar year 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of
short- and long-term capital gains over short- and long-term capital losses) for
the one-year period ending on October 31 of that calendar year, plus certain
other amounts.

If a Portfolio fails to qualify as a RIC for any taxable year, it will be
taxable at regular corporate rates on its net investment income and net capital
gain without any deductions for amounts distributed to shareholders. In such an
event, all distributions (including capital gains distributions) will be taxable
as ordinary dividends to the extent of that Portfolio's current and accumulated
earnings and profits and such distributions will generally be eligible for the
corporate dividends-received deduction.

SECTION 817 DIVERSIFICATION REQUIREMENTS

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of segregated asset accounts that fund contracts such as the
Contracts (that is, the assets of the Portfolios), which are in addition to the
diversification requirements imposed on the Portfolios by the 1940 Act and
Subchapter M. Failure to satisfy those standards would result in imposition of
Federal income tax on a Contract owner with respect to the increase in the value
of the Contract. Section 817(h)(2) provides that a segregated asset account that
funds contracts such as the Contracts is treated as meeting the diversification
standards if, as of the close of each calendar quarter, the assets in the
account meet the diversification requirements for a regulated investment company
and no more than 55% of those assets consist of cash, cash items, U.S.
Government securities and securities of other regulated investment companies.

The Treasury Regulations amplify the diversification standards set forth in
Section 817(h) and provide an alternative to the provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if (i) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (ii) no more than 70% of such
value is represented by any two investments; (iii) no more than 80% of such
value is represented by any three investments; and (iv) no more than 90% of such
value is represented by any four investments. For purposes of these Regulations
all securities of the same issuer are treated as a single investment, but each
United States government agency or instrumentality shall be treated as a
separate issuer.

Each Portfolio will be managed with the intention of complying with these
diversification requirements. It is possible that, in order to comply with these
requirements, less desirable investment decisions may be made which would affect
the investment performance of a Portfolio.

PORTFOLIO TRANSACTIONS

Transactions on U.S. stock exchanges, commodities markets, futures markets and
other agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different brokers. A
particular broker may charge different commissions according to such factors as
the difficulty and size of the transaction. Transactions in foreign securities
often involve the payment of fixed brokerage commissions, which may be higher
than those in the United States. There is generally no stated commission in the
case of securities traded in the over-the-counter markets, but the price paid by
the Fund usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a disclosed, fixed
commission or discount retained by the underwriter or dealer. It is anticipated
that most purchases and sales of securities by Portfolios investing primarily in
certain fixed-income securities will be with the issuer or with underwriters of
or dealers in those securities, acting as principal. There may be customary
mark-ups on such principal transactions. Accordingly, those Portfolios would not
ordinarily pay significant brokerage commissions with respect to securities
transactions.

It is currently intended that the Sub-Advisers will place all orders for the
purchase and sale of portfolio securities for the Fund and buy and sell
securities for the Fund through a substantial number of brokers and dealers. In
so doing, the Sub-Advisers will use their best efforts to obtain for the Fund
the best price and execution available. In seeking the best price and execution,
the Sub-Advisers, having in mind the Fund's best interests, will consider all
factors they deem relevant, including, by way of illustration, price, the size
of the transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience, and financial stability of the broker-dealer
involved, and the quality of service rendered by the broker-dealer in other
transactions. Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking best execution
and such other policies as the Board of Directors may determine, the
Sub-Advisers may also consider sales of Fund shares or VA Contracts and VLI
Policies as a factor in the selection of dealers to execute portfolio
transactions for the Fund.

A Sub-Adviser may place orders for the purchase and sale of exchange-listed
portfolio securities with a broker-dealer that is an affiliate of the
Sub-Adviser where in, the judgment of the Sub-Adviser, such firm will be able to
obtain a price and execution at least as favorable as other qualified brokers.

Pursuant to the rules of the SEC, a broker-dealer that is an affiliate of the
Sub-Adviser or, if it is also a broker-dealer, the Sub-Adviser may receive and
retain compensation for effecting portfolio transactions for a Portfolio on a
national securities exchange of which the broker-dealer is a member if the
transaction is "executed" on the floor of the exchange by another broker which
is not an "associated person" of the affiliated broker-dealer or the Sub-Adviser
and if there is in effect a written contract between the Sub-Adviser and the
Fund expressly permitting the affiliated broker-dealer or Sub-Adviser to receive
and retain such compensation.

SEC rules further require that commissions paid to such an affiliated
broker-dealer or Sub-Adviser by a Portfolio on exchange transactions not exceed
"usual and customary brokerage commissions." The rules define "usual and
customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." The Board of Directors has adopted procedures for evaluating
the reasonableness of commissions paid to broker-dealers that are affiliated
with the Sub-Advisers or to Sub-Advisers that are broker-dealers and will review
these procedures periodically.

It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive brokerage and research services (as defined in the Securities Exchange
Act of 1934 (the "1934 Act")) from broker-dealers which execute portfolio
transactions for the clients of such advisers and from third parties with which
such broker-dealers have arrangements. Consistent with this practice, the
Sub-Advisers may receive brokerage and research services and other similar
services from many broker-dealers with which they place the Fund's portfolio
transactions and from third parties with which such broker-dealers have
arrangements. These services, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities, and recommendations as
to the purchase and sale of securities. Some of these services may be of value
to the Sub-Advisers and/or their affiliates in advising various other clients
(including the Fund), although not all of these services are necessarily useful
and of value in managing the Fund. The management fees paid by the Fund are not
reduced because the Sub-Advisers and/or their affiliates may receive such
services.

As permitted by Section 28(e) of the 1934 Act, a Sub-Adviser may cause a
Portfolio to pay a broker-dealer which provides "brokerage and research
services" as defined in the 1934 Act to the Sub-Adviser an amount of disclosed
commission for effecting a securities transaction for the Portfolio in excess of
the commission which another broker-dealer would have charged for effecting that
transaction provided that the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised. A Sub-Adviser's authority to cause a Portfolio to pay any such
greater commissions is also subject to such policies as the Adviser or the
Directors may adopt from time to time.

Commissions Paid by the Portfolios. The following are the aggregate amounts of
commissions paid by each of the Portfolios for brokerage during the periods
shown:

<TABLE>
<CAPTION>
Name of Fiscal Year Fiscal Period
Portfolio Ended 1998 Ended 1997
- -------------------------------------------------------------------------
<S> <C> <C>

Intermediate Fixed Income $_____ $______
Mid Cap Equity $_____ $______
Money Market $_____ $______
Global Fixed Income $_____ $______
Small Cap Equity $_____ $______
Large Cap Growth $_____ $______
Large Cap Value $_____ $______
Growth & Income $_____ $______
Balanced $_____ $______
</TABLE>

INVESTMENT DECISIONS. Investment decisions for the Fund and for the other
investment advisory clients of the Sub-Advisers are made with a view to
achieving their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment, and the
size of their investments generally. Frequently, a particular security may be
bought or sold for only one client or in different amounts and at different
times for more than one but less than all clients. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling the security. In addition, purchases or sales of the same security
may be made for two or more clients of the Sub-Adviser on the same day. In such
event, such transactions will be allocated among the clients in a manner
believed by the Sub-Adviser to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by the Fund. Purchase and sale orders for the Fund may be
combined with those of other clients of the Sub-Adviser in the interest of
achieving the most favorable net results for the Fund.

PORTFOLIO TURNOVER

The portfolio turnover rate of a Portfolio is defined by the SEC as the ratio of
the lesser of annual sales or purchases to the monthly average value of the
portfolio, excluding from both the numerator and the denominator securities with
maturities at the time of acquisition of one year or less. Under that
definition, the Money Market Portfolio would not calculate portfolio turnover.
Portfolio turnover generally involves some expense to a Portfolio, including
brokerage commissions or dealer mark-ups and other transaction costs on the sale
of securities and reinvestment in other securities.

DESCRIPTION OF SHARES

The Fund is authorized to issue 500,000,000 shares of each Portfolio and to
create additional portfolios of the Fund. Each share of a Portfolio represents
an equal proportionate interest in that Portfolio with each other share. Shares
are entitled upon liquidation to a pro rata share in the net assets of the
Portfolio available for distribution to shareholders. Shareholders have no
preemptive rights. All consideration received by the Fund for shares of any
Portfolio and all assets in which such consideration is invested would belong to
that Portfolio and would be subject to the liabilities related thereto.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

Only the life insurance companies that issue the variable annuity contracts or
variable life insurance policies that use the Portfolios for investment can own
shares in the Portfolios. The shares are usually held in a Separate Account of
the life insurance company on behalf of the holders of the variable annuity
contracts or variable life insurance policies who invest assets in the
Portfolios. As of December 31, 1998, the following shareholders owned the
indicated percentages of the outstanding shares of the Portfolios in the
Investors Mark Series Fund. Assicurazioni Generali S.p.A. is the ultimate parent
company of Transocean Holdings Corporation, Business Men's Assurance Company of
America and Jones & Babson, Inc. and, therefore, may be deemed a controlling
person of the Fund for purposes of the 1940 Act.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth & Large Cap Small Cap Large Cap Intermediate Mid Cap Global
Names and Addresses Balanced Income Value Equity Growth Fixed Income Equity Fixed Income
- ------------------- -------- ------- --------- --------- --------- ------------- -------- ------------

BMA Variable Annuity [TO BE FILED BY AMENDMENT]
Account A
Business Men's Assurance
Co. of America
P.O. Box 419458
Kansas City, MO 64141

Transocean Holdings Corp.
One Liberty Plaza
New York, NY 10006
Generali U.S. Branch
One Liberty Plaza,
37th Floor
New York, NY 10006
Business Men's Assurance Co.
of America
P.O. Box 412879
Kansas City, MO 64141

Jones & Babson, Inc.
700 Karnes Blvd
Kansas City, MO 64108
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Money
Names and Addresses Market
- ------------------- ------

BMA Variable Annuity [TO BE FILED BY AMENDMENT]
Account A
Business Men's Assurance
Co. of America
P.O. Box 419458
Kansas City, MO 64141

Transocean Holdings Corp.
One Liberty Plaza
New York, NY 10006

Generali U.S. Branch
One Liberty Plaza,
37th Floor
New York, NY 10006

Business Men's Assurance Co.
of America
P.O. Box 412879
Kansas City, MO 64141

Jones & Babson, Inc.
700 Karnes Blvd
Kansas City, MO 64108
</TABLE>

GENERAL INFORMATION

THE FUND

The Fund, an open-end management investment company, was incorporated in
Maryland in 1997. All consideration received by the Fund for shares of any
Portfolio and all assets of such Portfolio belong to that Portfolio and are
subject to liabilities related thereto. The Fund reserves the right to create
and issue shares of additional series.

Each Portfolio of the Fund pays its respective expenses relating to its
operation, including fees of its service providers, audit and legal expenses,
expenses of preparing prospectuses, proxy solicitation material and reports to
shareholders, costs of custodial services and registering the shares of the
Portfolio under federal securities laws, pricing and insurance expenses and pays
additional expenses including litigation and other extraordinary expenses,
brokerage costs, interest charges and taxes.

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote.
Shareholders of each Portfolio will vote separately on matters relating solely
to it, such as approval of advisory agreements and changes in fundamental
policies, and matters affecting some but not all Portfolios of the Fund will be
voted on only by shareholders of the affected Portfolios. Shareholders of all
Portfolios of the Fund will vote together in matters affecting the Fund
generally, such as the election of Directors or selection of accountants. As a
Maryland corporation, the Fund is not required to hold annual meetings of
shareholders but shareholder approval will be sought for certain changes in the
operation of the Fund and for the election of Directors under certain
circumstances. In addition, a Director may be removed by the remaining Directors
or by shareholders at a special meeting called upon written request of
shareholders owning at least 10% of the outstanding shares of the Fund. In the
event that such a meeting is requested, the Fund will provide appropriate
assistance and information to the shareholders requesting the meeting. Under
current law, each insurance company is required to request voting instructions
from Contract owners and must vote all shares held in the Separate Account in
proportion to the voting instructions received. For a more complete discussion
of voting rights, refer to the Separate Account prospectus.

REPORTING

The Fund issues unaudited financial information semi-annually, and audited
financial statements annually for each Portfolio. The Fund also furnishes
periodic reports and, as necessary, proxy statements to shareholders of record.

FINANCIAL STATEMENTS

[TO BE FILED BY AMENDMENT]

APPENDIX

DESCRIPTION OF STOCK RATINGS

Standard & Poor's Earnings and Dividend Rankings for Common Stocks (S&P) Growth
and stability of earnings and dividends are deemed key elements in establishing
Standard & Poor's earnings and dividend rankings for common stocks. Basic scores
are computed for earnings and dividends, then adjusted by a set of predetermined
modifiers for growth, stability within long-term trend, and cyclically. Adjusted
scores for earnings and dividends are then combined to yield a final score. The
final score is measured against a scoring matrix determined by an analysis of
the scores of a large and representative sample of stocks. The rankings are:

A+ Highest
A High
A- Above Average
B+ Average
B Below Average
B- Lower
C Lowest
D In Reorganization

Value Line Ratings of Financial Strength - The financial strength of each of the
companies reviewed by Value Line is rated relative to all the others. The
ratings are:

A++ The very highest relative financial strength
A+ Excellent financial position relative to other companies.
A High grade relative financial strength.
B++ Superior financial health on a relative basis.
B+ Very good relative financial structure.
B Good overall relative financial structure.
C++ Satisfactory finances relative to other companies.
C+ Below-average relative financial position.
C Poorest financial strength relative to other major companies.

The ratings are based upon computer analysis of a number of key variables that
determine: (a) financial leverage, (b) business risk and (c) company size plus
the judgment of their analysts and senior editors regarding factors that cannot
be quantified across-the-board for all stocks. The primary variables that are
indexed and studied include equity coverage of debt, equity coverage of
intangibles, "quick ratio" accounting methods, variability of return, quality of
fixed charge coverage, stock price stability and company size.

DESCRIPTION OF NRSRO RATINGS

DESCRIPTION OF MOODY'S CORPORATE RATINGS

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa -- Bonds which are rated Baa are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

DESCRIPTION OF S&P CORPORATE RATINGS

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

A -- Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

BB-B-CCC-CC and C -- Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the obligation.
BB indicates the least degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. A C rating is typically applied to debt
subordinated to senior debt which is assigned an actual or implied CCC rating.
It may also be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

DESCRIPTION OF DUFF & PHELPS CORPORATE RATINGS

AAA - Highest credit quality. The risk factors are negligible being only
slightly more than for risk-free U.S. Treasury debt.

AA - risk is modest but may vary slightly from time to time because of
economic conditions.

A - Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.

BBB - Investment grade. Considerable variability in risk during economic
cycles.

BB - Below investment grade but deemed likely to meet obligations when due.
Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B - Below investment grade and possessing risk that obligations will not be
met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in quality rating within this category or into a higher or
lower quality rating grade.

SUBSTANTIAL RISK - Well below investment grade securities. May be in
default or have considerable uncertainty as to timely payment of interest,
preferred dividends and/or principal. Protection factors are narrow and risk can
be substantial with unfavorable economic/industry conditions, and/or with
favorable company developments.

DESCRIPTION OF FITCH CORPORATE RATINGS

AAA - Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issues is generally rated "[-]+."

A - Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and to repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB - Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and to repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

BB - Bonds considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic changes.

B - Bonds considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety.

CCC - Bonds which may have certain identifiable characteristics which, if
not remedied, may lead to the default of either principal or interest payments.

CC - Bonds which are minimally protected. Default in payment of interest
and/or principal seems probable over time.

C - Bonds which are in imminent default in payment of interest or
principal.

DESCRIPTION OF THOMSON BANKWATCH, INC. CORPORATE RATINGS

AAA - Bonds that are rated AAA indicate that the ability to repay principal
and interest on a timely basis is extremely high.

AA - Bonds that are rated AA indicate a very strong ability to repay
principal and interest on a timely basis with limited incremental risk compared
to issues rated in the highest category.

TBW may apply plus ("+") and minus ("-") modifiers in the AAA and AA
categories to indicate where within the respective category the issue is placed.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. CORPORATE RATINGS

AAA - Obligations which are rated AAA are considered to be of the lowest
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial such that adverse changes in business, economic, or
financial conditions are unlikely to increase investment risk significantly.

AA - Obligations which are rated AA are considered to be of a very low
expectation of investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic, or financial
conditions may increase investment risk albeit not very significantly.

DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payments is strong. Those issues determined to possess
extremely strong safety characteristics are denoted A-1+. Capacity for timely
payment on commercial paper rated A-2 is satisfactory, but the relative degree
of safety is not as high as for issues designated A-1. An A-3 designation
indicates an adequate capacity for timely payment. Issues with this designation,
however, are more vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations. B issues are regarded as
having only speculative capacity for timely payment. C issues have a doubtful
capacity for payment. D issues are in payment default. The D rating category is
used when interest payments or principal payments are not made on the due date,
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period.

DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS

Issuers rated Prime-1 (or supporting institutions) have a superior ability
for repayment of senior short-term debt obligations. Issuers rated Prime-2 (or
supporting institutions) have a strong ability for repayment of senior
short-term debt obligations. This will normally be evidenced by many of the
characteristics of issuers rated Prime-1 but to a lesser degree. Earnings trends
and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained. Issuers rated
Prime-3 (or supporting institutions) have an acceptable ability for repayment of
senior short-term obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings and profitability
may result in changes in the level of debt protection measurements and may
require relatively high financial leverage. Adequate alternate liquidity is
maintained. Issuers rated Not Prime do not fall within any of the Prime rating
categories.

DESCRIPTION OF DUFF'S COMMERCIAL PAPER RATINGS

The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps. Paper rated Duff-1 is regarded as having very high certainty of timely
payment with excellent liquidity factors which are supported by ample asset
protection. Risk factors are minor. Paper rated Duff-2 is regarded as having
good certainty of timely payment, good access to capital markets and sound
liquidity factors and company fundamentals. Risk factors are small.

DESCRIPTION OF FITCH'S COMMERCIAL PAPER RATINGS

The rating F-1+ (Exceptionally Strong Credit Quality) is the highest
commercial paper rating assigned by Fitch. Issues rated F-1+ are regarded as
having the strongest degree of assurance for timely payment. The rating F-1
(Very Strong Credit Quality) reflects an assurance of timely payment only
slightly less in degree than the strongest issues. An F-2 rating (Good Credit
Quality) indicates a satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues assigned F-1+ and F-1. Issues
rated F-3 (Fair Credit Quality) have characteristics suggesting that the degree
of assurance for timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. COMMERCIAL PAPER RATINGS

A1 - Short-term obligations rated A1 are supported by the highest capacity
for timely repayment. Where issues possess a particularly strong credit feature,
a rating of A1+ is assigned.

A2 - Short-term obligations rated A2 are supported by a satisfactory
capacity for timely repayment, although such capacity may be susceptible to
adverse changes in business, economic or financial conditions.

DESCRIPTION OF THOMSON BANKWATCH, INC. COMMERCIAL PAPER RATINGS

TBW-1 - Issues rated TBW-1 indicate a very high degree of likelihood that
principal and interest will be paid on a timely basis.

TBW-2 - Issues rated TBW-2 indicate that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Articles of Incorporation**

(b) By-Laws***

(d)(1) Form of Investment Advisory Agreement between the
Registrant and Investors Mark Advisors, LLC***

(d)(2) Form of Sub-Advisory Agreement between the Registrant,
the Adviser and Stein Roe & Farnham, Inc. with respect to the
Small Cap Equity and Large Cap Growth Portfolios***

(d)(3) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Standish, Ayer & Wood, Inc. with respect to the
Money Market Portfolio***

(d)(4) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Standish, Ayer & Wood, Inc. with respect to the
Intermediate Fixed Income Portfolio***

(d)(5) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Standish, Ayer & Wood, Inc. with respect to the
Mid Cap Equity Portfolio***

(d)(6) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Standish International Management Company, L.P. with
respect to the Global Fixed Income Portfolio***

(d)(7) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Lord, Abbett & Co. with respect to the Growth &
Income Portfolio***

(d)(8) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and Kornitzer Capital Management, Inc. with respect
to the Balanced Portfolio***

(d)(9) Form of Sub-Advisory Agreement between the Registrant, the
Adviser and David L. Babson & Co., Inc. with respect to the
Large Cap Value Portfolio***

(e) Form of Distribution Agreement between the Registrant
and Jones & Babson, Inc.***

(f) Not Applicable

(g)(1) Form of Custodian Agreement between the Registrant and
UMB Bank, N.A.***

(g)(2) Form of Custodian Agreement between the Registrant and
Investors Fiduciary Trust Company***

(h)(1) Form of Transfer Agency Agreement between the Registrant
and Jones & Babson, Inc.***

(h)(2) Form of Expense Limitation Agreement between the
Registrant and Investors Mark Advisors, LLC***

(h)(3) Form of Fund Participation Agreement***

(h)(4) Form of Services Agreement between Investors Mark
Advisors, LLC and Jones & Babson, Inc.***

(i) Consent and Opinion of Counsel (to be filed by amendment)

(j) Consent of Independent Auditors (to be filed by amendment)

(k) Not Applicable

(l)(1) Form of Stock Subscription Agreement between the Registrant
and Jones & Babson, Inc.***

(l)(2) Agreement Governing Contribution of Working Capital to the
Fund by Business Men's Assurance Company of America***

(l)(3) Agreement Governing Contribution of Working Capital to the
Fund by Transocean Holding Corporation***

(l)(4) Agreement Governing Contribution of Working Capital to the
Fund by Generali, U.S. Branch***

(m) Not Applicable

(n) Not Applicable

(o) Not Applicable

** Incorporated by reference to Registrant's Registration Statement on Form
N-1A (File Nos.333-32723 and 811-08321) as filed electronically on August
1, 1997.

*** Incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to
Form N-1A (File Nos. 333-32723 and 811-08321) as filed electronically on
October 17, 1997.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Assicurazioni Generali S.p.A., the ultimate parent company of Transocean
Holdings Corporation, Business Men's Assurance Company of America, Generali U.S.
Branch and Jones & Babson, Inc., the sole shareholders of Registrant, is deemed
to be a controlling person of Registrant.

ITEM 25. INDEMNIFICATION

The Articles of Incorporation of the Registrant include the following:

ARTICLE VII

7.4 Indemnification. The Corporation, including its successors and assigns,
shall indemnify its directors and officers and make advance payment of related
expenses to the fullest extent permitted, and in accordance with the procedures
required, by the General Laws of the State of Maryland and the 1940 Act. The
By-Laws may provide that the Corporation shall indemnify its employees and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled. The Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise or employee benefit plan, against any
liability (including, with respect to employee benefit plans, excise taxes)
asserted against and incurred by such person in any such capacity or arising out
of such person's position, whether or not the Corporation would have had the
power to indemnify against such liability. The rights provided to any person by
this Article 7.4 shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon such rights in serving or continuing to
serve in the capacities indicated herein. No amendment of these Articles of
Incorporation shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment.

The By-Laws of the Registrant include the following:

ARTICLE VI

Indemnification

"The Corporation shall indemnify (a) its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by (i) Maryland law now or hereafter in force, including
the advance of expenses under the procedures and to the full extent permitted by
law, and (ii) the Investment Company Act of 1940, as amended, and (b) other
employees and agents to such extent as shall be authorized by the Board of
Directors and be permitted by law. The foregoing rights of indemnification shall
not be exclusive of any other rights to which those seeking indemnification may
be entitled. The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such resolutions or contracts implementing
such provisions or such further indemnification arrangements as may be permitted
by law."

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suite or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

To the extent that the Articles of Incorporation, By-Laws or any other
instrument pursuant to which the Registrant is organized or administered
indemnify any director or officer of the Registrant, or that any contract or
agreement indemnifies any person who undertakes to act as investment adviser or
principal underwriter to the Registrant, any such provision protecting or
purporting to protect such persons against any liability to the Registrant or
its security holders to which he would otherwise by subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of his duties,
or by reason of his contract or agreement, will be interpreted and enforced in a
manner consistent with the provisions of Sections 17(h) and (i) of the
Investment Company Act of 1940, as amended, and Release No. IC-11330 issued
thereunder.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER AND SUB-
ADVISERS:

Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of Investors Mark Advisors, LLC is
or has been, at any time during the last two fiscal years, engaged for his own
account or in the capacity of director, officer, employee, partner or trustee
are as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position with Connection
Adviser Name of Other Company with Other
Company

Larry D. Armel Jones & Babson, Inc. President, Chief
President Executive Officer
and Director

Edward S. Ritter Jones & Babson, Inc. Director
Vice President Business Men's Assurance Senior Vice
Company of America President - Corporate
Development

Martin A. Cramer Jones & Babson, Inc. Vice President and
Secretary Secretary

P. Bradley Adams Jones & Babson, Inc. Vice President,
Treasurer Chief Financial
Officer and
Treasurer
</TABLE>

The principal business address of the Adviser is BMA Tower, 700 Karnes
Boulevard, Kansas City, Missouri 64108.

With respect to information regarding the Sub-Advisers, reference is hereby made
to "Management of the Fund" in the Prospectus. For information as to the
business, profession, vocation or employment of a substantial nature of each of
the officers and directors of the Sub-Advisers, reference is made to the current
Form ADVs of the Sub-Advisers filed under the Investment Advisers Act of 1940,
incorporated herein by reference, the file numbers of which are as follows:

Standish, Ayer & Wood, Inc.
File No. 801-584

Standish International Management Company, L.P.
File No. 801-639338

Stein Roe & Farnham, Incorporated
File No. 801-27653

David L. Babson & Co., Inc.
File No. 801-241

Lord, Abbett & Co.
File No. 801-6997

Kornitzer Capital Management, Inc.
File No. 801-34933

BBOI Worldwide LLC
File No. 801-52264

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or investment
adviser.

Registrant's distributor, Jones & Babson, Inc., acts as distributor for:

David L. Babson Growth Fund, Inc., D. L. Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income Fund, Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund, Inc., Shadow Stock Fund, Inc., D.
L. Babson Bond Trust, Scout Stock Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money Market Fund, Inc., Scout Regional Fund,
Inc., Scout WorldWide Fund, Inc., Scout Balanced Fund, Inc., Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo
USA Global Fund, Inc., Buffalo Small Cap Fund, Inc., Scout Capital Preservation
Fund, Inc., Scout Kansas Tax-Exempt Bond Fund, Inc. and AFBA Five Star Fund,
Inc.

(b) Furnish the information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
response to Item 20:

Positions and
Name and Principal Offices with
Business Address Positions and Offices with Underwriter Registrant

Larry D. Armel President, Director and Chief President, Principal
Executive Officer Executive Officer and
Director

P. Bradley Adams Vice President, Chief Financial Principal Financial
Officer and Treasurer Officer and Principal
Accounting Officer

Michael A. Brummel Vice President, Assistant Secretary ----
and Assistant Treasurer

Martin A. Cramer Vice President and Secretary Secretary

John G. Dyer Assistant Secretary and Legal Counsel ----

Constance B. Martin Assistant Vice President ----

Roy M. Moura Vice President ----

Stephen S. Soden Chairman of the Board and Director ----

Giorgio Balzer Director ----

Robert T. Rakich Director ----

Edward S. Ritter Director Vice President

Robert N. Sawyer Director Chairman and Director

Vernon W. Voorhees Director ----
</TABLE>

c. None.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder include the Registrant's Secretary; the
Registrant's investment adviser, Investors Mark Advisors, LLC; the Registrant's
custodians, UMB Bank, N.A. and Investors Fiduciary Trust Company ("IFTC"), and
the Sub-Advisers. The address of the Secretary and Investors Mark Advisors, LLC
is 700 Karnes Boulevard, Kansas City, Missouri 64108. The address of UMB Bank is
928 Grand Avenue, Kansas City, Missouri 64141. The address of IFTC is 127 West
10th Street, Kansas City, Missouri 64105. The addresses of the Sub-Advisers are
contained in the Prospectus under the heading "Management of the Fund -
Sub-Advisers."

ITEM 29. MANAGEMENT SERVICES

Other than as set forth in Parts A and B of this Registration Statement, the
Registrant is not a party to any management-related service contract.

ITEM 30. UNDERTAKINGS

Not Applicable.

SIGNATURES

Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
the Registrant has duly caused this Post-Effective Amendment No. 2 to its
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Kansas City, and State of Missouri,
on the 24th day of February, 1999.

INVESTORS MARK SERIES FUND, INC.
---------------------------------------
Registrant

By: /s/LARRY D. ARMEL
-----------------------------------
Larry D. Armel
Director, President and Principal
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 2 to its Registration Statement to
be signed below by the following persons in the capacities and on the dates
indicated.

SIGNATURE AND TITLE DATE

/s/LARRY D. ARMEL
- -------------------- Director, President and 2/24/99
Larry D. Armel Principal Executive Officer --------

P. BRADLEY ADAMS*
- -------------------- Principal Financial Officer 2/24/99
P. Bradley Adams and Principal Accounting --------
Officer

NORSE N. BLAZZARD*
- -------------------- Director 2/24/99
Norse N. Blazzard --------

FRANCIS C. ROOD*
- -------------------- Director 2/24/99
Francis C. Rood --------

WILLIAM H. RUSSELL*
- -------------------- Director 2/24/99
William H. Russell --------

H. DAVID RYBOLT*
- -------------------- Director 2/24/99
H. David Rybolt --------

ROBERT N. SAWYER*
- -------------------- Director 2/24/99
Robert N. Sawyer --------

JAMES SEWARD*
- -------------------- Director 2/24/99
James Seward --------

*By: /s/LARRY D. ARMEL
-----------------------------------
Larry D. Armel, Attorney-in-Fact

EXHIBIT LIST

Exhibit
Number Description

(TO BE FILED BY AMENDMENT)