SBL FUND, 497, 1997-08-04

SBL FUND
497, 1997-08-04

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<PAGE>

SBL FUND
Member of the Security Benefit Group of Companies
700 Harrison, Topeka, Kansas 66636-0001

PROSPECTUS
MAY 1, 1997
AS SUPPLEMENTED AUGUST 1, 1997

SBL Fund (the "Fund") is an open-end, diversified series management
investment company offering portfolios with different investment objectives and
strategies.

SERIES A (GROWTH SERIES) seeks long-term capital growth by investing in a
broadly-diversified portfolio of common stocks, securities convertible into
common stocks, preferred stocks and bonds and other debt securities.

SERIES B (GROWTH-INCOME SERIES) seeks long-term growth of capital with
secondary emphasis on income. Series B seeks these objectives by investing in
various types of securities, including common stocks, convertible securities,
preferred stocks and debt securities which may include higher yielding, higher
risk securities ordinarily characteristic of securities in the lower rating
categories of the recognized rating services.

SERIES C (MONEY MARKET SERIES) seeks as high a level of current income as
is consistent with preservation of capital by investing in money market
securities with varying maturities.

SERIES D (WORLDWIDE EQUITY SERIES) seeks long-term growth of capital
primarily through investment in common stocks and equivalents of companies
domiciled in foreign countries and the United States.

SERIES E (HIGH GRADE INCOME SERIES) seeks to provide current income with
security of principal by investing in a broad range of debt securities,
including U.S. and foreign corporate debt securities and securities issued by
U.S. and foreign governments.

SERIES S (SOCIAL AWARENESS SERIES) seeks capital appreciation by investing
in various types of securities, including common stocks, convertible securities,
preferred stocks and debt securities that meet certain social criteria
established for the Series.

SERIES J (EMERGING GROWTH SERIES) seeks capital appreciation by investing
in a diversified portfolio of securities which may include common stocks,
preferred stocks, debt securities and securities convertible into common stocks.

SERIES K (GLOBAL AGGRESSIVE BOND SERIES) seeks high current income and, as
a secondary objective, capital appreciation by investing in a combination of
foreign and domestic high-yield, lower rated debt securities (commonly known as
"junk bonds").

SERIES M (SPECIALIZED ASSET ALLOCATION SERIES) seeks high total return,
consisting of capital appreciation and current income. The Series seeks this
objective by following an asset allocation strategy that contemplates shifts
among a wide range of investment categories and market sectors, including equity
and debt securities of domestic and foreign issuers.

SERIES N (MANAGED ASSET ALLOCATION SERIES) seeks a high level of total
return by investing primarily in a diversified portfolio of debt and equity
securities.

SERIES O (EQUITY INCOME SERIES) seeks to provide substantial dividend
income and also capital appreciation by investing primarily in dividend-paying
common stocks of established companies.

AN INVESTMENT IN THE FUND, INCLUDING AN INVESTMENT IN SERIES C, IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. IN ADDITION TO OTHER RISKS, THE
HIGH YIELD, HIGH RISK BONDS IN WHICH SERIES B, SERIES K, SERIES N AND SERIES O
MAY INVEST ARE SUBJECT TO GREATER FLUCTUATIONS IN VALUE AND RISK OF LOSS OF
INCOME AND PRINCIPAL DUE TO DEFAULT BY THE ISSUER THAN ARE LOWER YIELDING,
HIGHER RATED BONDS.

The Fund's shares are sold to Security Benefit Life Insurance Company
("SBL") for allocation to one or more separate accounts established for funding
variable life insurance policies and variable annuity contracts issued by SBL.

This Prospectus sets forth concisely the information that a prospective
investor should know about SBL Fund. It should be read and retained for future
reference. A Statement of Additional Information about the Fund, dated May 1,
1997, as supplemented August 1, 1997, has been filed with the Securities and
Exchange Commission. The Statement of Additional Information, as it may be
supplemented from time to time, is incorporated by reference in this Prospectus.
It is available at no charge by writing Security Distributors, Inc., 700
Harrison Street, Topeka, Kansas 66636-0001, or by calling (785) 431-3127 or
(800) 888-2461.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

AN INVESTMENT IN THE FUND INVOLVES RISK, INCLUDING LOSS OF PRINCIPAL, AND IS NOT
A DEPOSIT OR OBLIGATION OF, OR GUARANTEED BY ANY

BANK. THE FUND IS NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY.
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1
<PAGE>

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SBL FUND CONTENTS

Page

Financial Highlights....................................................... 3
SBL Fund................................................................... 5
Investment Objectives and Policies of the Series........................... 5
Series A (Growth Series).............................................. 5
Series B (Growth-Income Series)....................................... 5
Series C (Money Market Series)........................................ 6
Series D (Worldwide Equity Series)..................................... 7
Series E (High Grade Income Series)................................... 8
Series S (Social Awareness Series).................................... 9
Series J (Emerging Growth Series)..................................... 10
Series K (Global Aggressive Bond Series).............................. 11
Series M (Specialized Asset Allocation Series)........................ 13
Series N (Managed Asset Allocation Series)............................ 14
Series O (Equity Income Series)....................................... 16
Investment Methods and Risk Factors........................................ 17
Management of the Fund..................................................... 28
Portfolio Management....................................................... 30
Sale and Redemption of Shares.............................................. 31
Distributions and Federal Income Tax Considerations........................ 32
Foreign Taxes.............................................................. 32
Determination of Net Asset Value........................................... 32
Trading Practices and Brokerage............................................ 33
Performance Information.................................................... 33
General Information........................................................ 34
Organization.......................................................... 34
Custodian, Transfer Agent and Dividend-Paying Agent................... 34
Contractowner Inquiries............................................... 34

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2
<PAGE>

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SBL FUND
FINANCIAL HIGHLIGHTS

The following financial highlights for each of the years presented have
been audited by Ernst & Young LLP. Such information for each of the five years
in the period ended December 31, 1996, should be read in conjunction with the
financial statements of the Fund and the report of Ernst & Young LLP, the Fund's
independent auditors, appearing in the December 31, 1996 Annual Report which is
incorporated by reference in this Prospectus. The Fund's Annual Report also
contains additional information about the performance of the Fund and may be
obtained without charge by calling Security Distributors, Inc. at
1-800-888-2461. The information for each of the years preceding and including
the period ended December 31, 1991 is not covered by the report of Ernst & Young
LLP.

<TABLE>
<CAPTION>
NET TOTAL
ASSET NET NET GAIN FROM DIVIDENDS DISTRI- NET RATIO OF
FISCAL VALUE INVEST- (LOSS) ON INVEST- (FROM NET BUTIONS ASSET NET ASSETS EXPENSES
YEAR BEGIN- MENT SECURITIES MENT INVEST- (FROM RETURN TOTAL VALUE TOTAL END OF TO
ENDED NING OF INCOME (REALIZED & OPERA- MENT CAPITAL OF DISTRI- END OF RETURN PERIOD AVERAGE
DEC. 31 PERIOD (LOSS) UNREALIZED) TIONS INCOME) GAINS) CAPITAL BUTIONS PERIOD (d) (THOUSANDS) NET ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES A

1987(a) $12.73 $0.29 $ 0.711 $ 1.001 $(0.458) $(2.083) $--- $(2.541) $11.19 6.2% $127,627 0.64% 1.94%
1988 11.19 0.36 0.776 1.136 --- (0.006) --- (0.006) 12.32 10.2% 113,111 0.66% 2.47%
1989 12.32 0.40 3.90 4.30 (0.37) --- --- (0.37) 16.25 35.9% 144,576 0.79% 2.34%
1990 16.25 0.30 (1.95) (1.65) (0.64) (1.06) --- (1.70) 12.90 (9.8%) 165,554 0.85% 2.31%
1991 12.90 0.29 4.34 4.63 (0.27) --- --- (0.27) 17.26 36.1% 235,115 0.87% 1.97%
1992 17.26 0.23 1.615 1.845 (0.242) (0.533) --- (0.775) 18.33 11.1% 296,548 0.86% 1.46%
1993 18.33 0.39 2.076 2.466 (0.224) (0.752) --- (0.976) 19.82 13.7% 317,407 0.86% 2.01%
1994 19.82 0.20 (0.442) (0.242) (0.38) (3.198) --- (3.578) 16.00 (1.7%) 332,288 0.84% 1.13%
1995(g) 16.00 0.18 5.648 5.828 (0.153) (0.645) --- (0.798) 21.03 36.8% 519,891 0.83% 1.13%
1996(g) 21.03 0.18 4.495 4.675 (0.194) (1.201) --- (1.395) 24.31 22.7% 714,591 0.83% 0.90%

SERIES B

1987(a) $16.45 $0.63 $ 0.08 $ 0.71 $(0.937) $(0.513) $--- $ (1.45) $15.71 3.6% $ 84,601 0.62% 3.31%
1988 15.71 1.14 1.888 3.028 --- (0.008) --- (0.008) 18.73 19.3% 106,620 0.64% 6.50%
1989 18.73 0.65 4.61 5.26 (1.03) (0.51) --- (1.54) 22.45 28.4% 163,155 0.79% 4.03%
1990 22.45 0.70 (1.70) (1.00) (0.67) (0.57) --- (1.24) 20.21 (4.4%) 197,472 0.87% 4.32%
1991 20.21 0.58 6.953 7.533 (0.66) (0.233) --- (0.893) 26.85 37.7% 348,969 0.86% 3.39%
1992 26.85 0.65 0.999 1.649 (0.583) (0.156) --- (0.739) 27.76 6.3% 467,208 0.86% 3.22%
1993 27.76 0.64 2.009 2.649 (0.679) --- --- (0.679) 29.73 9.6% 583,599 0.86% 2.63%
1994 29.73 0.51 (1.34) (0.83) (0.680) (1.68) --- (2.36) 26.54 (3.0%) 595,154 0.84% 2.07%
1995(g) 26.54 0.79 7.16 7.95 (0.540) --- --- (0.540) 33.95 30.1% 795,113 0.83% 2.70%
1996(g) 33.95 0.83 5.16 5.99 (0.778) (3.762) --- (4.54) 35.40 18.3% 956,586 0.84% 2.56%

SERIES C

1987(a) $12.08 $0.76 $ --- $ 0.76 $ (1.43) $ --- $--- $ (1.43) $11.41 6.4% $ 44,463 0.66% 6.37%
1988 11.41 0.822 --- 0.822 (0.002) --- --- (0.002) 12.23 7.2% 82,904 0.65% 7.17%
1989(a) 12.23 1.09 --- 1.09 (0.53) --- --- (0.53) 12.79 9.0% 94,560 0.63% 8.58%
1990(a) 12.79 1.00 --- 1.00 (1.05) --- --- (1.05) 12.74 8.0% 73,599 0.60% 7.66%
1991(a) 12.74 0.69 0.01 0.70 (0.92) --- --- (0.92) 12.52 5.6% 86,610 0.61% 5.42%
1992 12.52 0.43 (0.03) 0.40 (0.71) --- --- (0.71) 12.21 3.2% 87,246 0.61% 3.19%
1993 12.21 0.29 0.027 0.317 (0.437) --- --- (0.437) 12.09 2.6% 99,092 0.61% 2.65%
1994 12.09 0.41 0.035 0.445 (0.265) --- --- (0.265) 12.27 3.7% 118,668 0.61% 3.70%
1995(g) 12.27 0.74 (0.085) 0.655 (0.585) --- --- (0.585) 12.34 5.4% 105,436 0.60% 5.27%
1996(a)(g) 12.34 0.61 0.01 0.62 (0.40) --- --- (0.40) 12.56 5.1% 128,672 0.58% 4.89%

SERIES D

1987(a) $11.62 $1.41 $(2.012) $(0.692) $ (2.888) $ --- $--- $ (2.888) $ 8.13 (5.9%) $ 12,651 0.77% 12.71%
1988 8.13 1.22 (0.82) 0.40 --- --- --- --- 8.53 4.9% 12,310 0.67% 13.27%
1989 8.53 1.14 (1.81) (0.67) (1.33) --- --- (1.33) 6.53 (8.9%) 10,270 0.80% 13.97%
1990 6.53 1.00 (2.30) (1.30) (1.26) --- --- (1.26) 3.97 (22.7%) 5,522 0.93% 14.11%
1991(a)(b) 3.97 0.15 0.34 0.49 (0.55) --- --- (0.55) 3.91 12.7% 11,688 1.58% 3.95%
1992(a) 3.91 0.02 (0.122) (0.102) (0.048) --- --- (0.048) 3.76 (2.6%) 25,183 1.62% 0.50%
1993(a) 3.76 0.02 1.166 1.186 (0.006) --- --- (0.006) 4.94 31.6% 98,252 1.42% 0.38%
1994(a) 4.94 0.02 1.115 0.135 (0.005) --- --- (0.005) 5.07 2.7% 147,033 1.34% 0.50%
1995 5.07 0.05 0.4989 0.5489 (0.0009) (0.058) --- (0.0589) 5.56 10.9% 177,781 1.31% 0.90%
1996 5.56 0.03 0.93 0.96 (0.20) (0.18) --- (0.38) 6.14 17.5% 247,026 1.30% 0.74%
</TABLE>

AVERAGE
COMMISSION
FISCAL PAID PER
YEAR PORTFOLIO INVESTMENT
ENDED TURNOVER SECURITY
DEC. 31 RATE TRADED(h)

SERIES A

1987(a) 249% $ N/A
1988 211% N/A
1989 113% N/A
1990 98% N/A
1991 95% N/A
1992 77% N/A
1993 108% N/A
1994 90% N/A
1995(g) 83% N/A
1996(g) 57% 0.0598

SERIES B

1987(a) 28% $ N/A
1988 33% N/A
1989 52% N/A
1990 62% N/A
1991 62% N/A
1992 56% N/A
1993 95% N/A
1994 43% N/A
1995(g) 94% N/A
1996(g) 58% 0.0602

SERIES C

1987(a) --- $ N/A
1988 --- N/A
1989(a) --- N/A
1990(a) --- N/A
1991(a) --- N/A
1992 --- N/A
1993 --- N/A
1994 --- N/A
1995(g) --- N/A
1996(a)(g) --- N/A

SERIES D

1987(a) 111% $ N/A
1988 108% N/A
1989 111% N/A
1990 96% N/A
1991(a)(b) 113% N/A
1992(a) 81% N/A
1993(a) 70% N/A
1994(a) 82% N/A
1995 169% N/A
1996 115% 0.0276

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3
<PAGE>

<TABLE>
<CAPTION>
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NET TOTAL
ASSET NET NET GAIN FROM DIVIDENDS DISTRI- NET
FISCAL VALUE INVEST- (LOSS) ON INVEST- (FROM NET BUTIONS ASSET NET ASSETS
YEAR BEGIN- MENT SECURITIES MENT INVEST- (FROM RETURN TOTAL VALUE TOTAL END OF
ENDED NING OF INCOME (REALIZED & OPERA- MENT CAPITAL OF DISTRI- END OF RETURN PERIOD
DEC. 31 PERIOD (LOSS) UNREALIZED) TIONS INCOME) GAINS) CAPITAL BUTIONS PERIOD (d) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES E

1987(a) $11.87 $0.93 $(0.658) $ 0.272 $(1.662) $ --- $--- $(1.662) $10.48 2.4% $ 22,025
1988 10.48 1.02 (0.26) 0.76 --- --- --- --- 11.24 7.3% 23,338
1989 11.24 0.73 0.59 1.32 (0.91) --- --- (0.91) 11.65 11.9% 34,811
1990 11.65 0.82 (0.07) 0.75 (0.73) --- --- (0.73) 11.67 6.7% 43,908
1991 11.67 0.76 1.17 1.93 (0.78) --- --- (0.78) 12.82 17.0% 63,602
1992 12.82 0.78 0.168 0.948 (0.748) --- --- (0.748) 13.02 7.4% 81,440
1993 13.02 0.64 1.02 1.66 (0.79) (0.11) --- (0.90) 13.78 12.6% 112,900
1994 13.78 0.76 (1.713) (0.953) (0.69) (0.617) --- (1.307) 11.52 (6.9%) 107,078
1995(g) 11.52 0.74 1.36 2.10 (0.76) --- --- (0.76) 12.86 18.6% 125,652
1996(g) 12.86 0.75 (0.853) (0.103) (0.757) --- --- (0.757) 12.00 (0.7%) 134,041

SERIES J

1992(c) $10.00 $ 0.01 $ 2.46 $ 2.47 $ --- $ --- $--- $ --- $12.47 24.7% $ 7,113
1993 12.47 (0.01) 1.711 1.701 (0.001) --- --- (0.001) 14.17 13.6% 42,096
1994 14.17 (0.01) (0.713) (0.723) --- (0.007) --- (0.007) 13.44 (5.1%) 76,940
1995(g) 13.44 0.04 2.58 2.62 --- --- --- --- 16.06 19.5% 93,379
1996(g) 16.06 (0.04) 2.93 2.89 (0.029) (0.671) --- (0.700) 18.25 18.0% 148,421

SERIES S

1991(c) $10.00 $0.05 $ 0.50 $ 0.55 $ --- $ --- $--- $ --- $10.55 5.5% $ 2,711
1992(a) 10.55 0.03 1.691 1.721 (0.021) --- --- (0.021) 12.25 16.4% 9,653
1993 12.25 0.02 1.432 1.452 (0.012) --- --- (0.012) 13.69 11.9% 19,490
1994 13.69 0.08 (0.595) (0.515) (0.02) (0.185) --- (0.205) 12.97 (3.7%) 24,539
1995(g) 12.97 0.09 3.507 3.597 (0.077) --- --- (0.077) 16.49 27.7% 36,830
1996(g) 16.49 0.03 3.073 3.103 (0.083) (0.43) --- (0.513) 19.08 18.8% 57,497

SERIES K

1995(a)(e)(f) $10.00 $0.54 $0.22 $0.76 $(0.466) $(0.044) $(0.03) $ (0.540) $10.22 7.6% $ 5,678
1996(f) 10.22 0.90 0.50 1.40 (0.77) (0.13) --- (0.90) 10.72 13.7% 12,720

SERIES M

1995(a)(e) $10.00 $0.169 $0.541 $ 0.71 $ --- $ --- $--- $ --- $10.71 7.1% $15,976
1996 10.71 0.150 1.364 1.514 (0.119) (0.055) --- (.174) 12.05 14.2% 38,396

SERIES N

1995(a)(e) $10.00 $0.156 $0.574 $ 0.73 $ --- $ --- $--- $ --- $10.73 7.3% $10,580
1996 10.73 0.193 1.175 1.368 (0.065) (0.013) --- (0.078) 12.02 12.8% 23,345

SERIES O

1995(a)(e) $10.00 $0.166 $1.534 $ 1.70 $ --- $ --- $--- $ --- $11.70 17.0% $13,528
1996 11.70 0.169 2.173 2.342 (0.03) (0.002) --- (0.032) 14.01 20.0% 62,377

<CAPTION>
RATIO AVERAGE
RATIO OF OF NET COMMISSION
FISCAL EXPENSES INCOME PAID PER
YEAR TO (LOSS) TO PORTFOLIO INVESTMENT
ENDED AVERAGE AVERAGE TURNOVER SECURITY
DEC. 31 NET ASSETS NET ASSETS RATE TRADED(h)
<S> <C> <C> <C> <C>
SERIES E

1987(a) 0.75% 7.86% 138% $ N/A
1988 0.65% 9.17% 68% N/A
1989 0.78% 9.00% 56% N/A
1990 0.85% 8.83% 28% N/A
1991 0.86% 8.24% 24% N/A
1992 0.86% 7.41% 76% N/A
1993 0.86% 6.21% 151% N/A
1994 0.85% 6.74% 185% N/A
1995(g) 0.85% 6.60% 180% N/A
1996(g) 0.83% 6.77% 232% N/A

SERIES J

1992(c) 1.06% 0.22% 4% $ N/A
1993 0.91% (0.14%) 117% N/A
1994 0.88% (0.11%) 91% N/A
1995(g) 0.84% 0.26% 202% N/A
1996(g) 0.84% (0.21%) 123% 0.0601

SERIES S

1991(c) 1.00% 1.49% 162% $ N/A
1992(a) 0.92% 0.24% 110% N/A
1993 0.90% 0.23% 105% N/A
1994 0.90% 0.75% 67% N/A
1995(g) 0.86% 0.75% 122% N/A
1996(g) 0.84% 0.30% 67% 0.0602

SERIES K

1995(a)(e)(f) 1.63% 11.03% 127% $ N/A
1996(f) 0.84% 10.79% 86% N/A

SERIES M

1995(a)(e) 1.94% 3.2% 181% $ N/A
1996 1.34% 2.73% 40% .0266

SERIES N

1995(a)(e) 1.90% 2.8% 26% $ N/A
1996 1.45% 2.67% 41% 0.0393

SERIES O

1995(a)(e) 1.40% 3.0% 3% $ N/A
1996 1.15% 2.62% 22% 0.0385
</TABLE>

(a) Net investment income per share has been calculated using the weighted
monthly average number of capital shares outstanding.

(b) Effective May 1, 1991, the investment objective of Series D was changed
from high current income to long-term capital growth through investment in
common stocks and equivalents of companies domiciled in foreign countries
and the United States.

(c) The dates of inception for Series J and S were October 1, 1992 and May 1,
1991 respectively. On these dates the respective Series commenced
operations each with a net asset value of $10 per share. Percentage amounts
for the initial periods of each series have been annualized, except for
total return.

(d) Total return information does not take into account (i) any sales charges
paid at the time of purchase, (ii) expenses of the separate account, or
(iii) expenses of the related variable annuity or variable life insurance
contract. Inclusion of these charges would reduce the total return
information for all periods shown.

(e) Series K, M, N and O were initially capitalized on June 1, 1995 with net
asset values of $10 per share. Percentage amounts for the period have been
annualized, except for total return.

(f) Fund expenses were reduced by the Investment Manager during the periods,
and expense ratios absent such reimbursement for Series K would have been
2.03% in 1995 and 1.59% in 1996.

(g) Expense ratios were calculated without the reduction for custodian fees
earnings credits. Expense ratios with such reductions would have been as
follows:

<TABLE>
<CAPTION>
1995 1996 1995 1996
----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Series A 0.83% 0.83% Series E 0.85% 0.83%
Series B 0.83% 0.84% Series J 0.83% 0.84%
Series C 0.60% 0.58% Series S 0.84% 0.84%
</TABLE>

(h) Brokerage commissions paid on portfolio transactions increase the cost of
securities purchased or reduce the proceeds of securities sold and are not
reflected in the Fund's statement of operations. Shares traded on a
principal basis, such as most over-the-counter and fixed-income
transactions, pay a "spread" or "mark-up" rather than a commission and are
therefore excluded from this calculation. Generally, non-U.S. commissions
are lower than U.S. commissions when expressed as cents per share but
higher when expressed as a percentage of transactions because of the lower
per-share prices of many non-U.S. securities. Prior to 1996, average
commission information was not required to be disclosed.

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4
<PAGE>

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SBL FUND

SBL Fund (the "Fund"), a Kansas corporation, was organized on May 26, 1977,
to serve as the investment vehicle for certain of Security Benefit Life
Insurance Company's ("SBL") variable annuity and variable life separate
accounts. Shares of the Fund will be sold to SBL for allocation to such separate
accounts established for the purpose of funding variable annuity and variable
life insurance contracts issued by SBL. The Fund reserves the right to expand
the class of persons eligible to purchase shares of any Series of the Fund.

The Fund is subject to certain investment policy limitations which may not
be changed without stockholder approval. Among these limitations, the more
important ones are that the Fund will not, with respect to 75 percent of its
total assets, invest more than 5 percent of the value of its assets in any one
issuer other than the U.S. Government or its agencies or instrumentalities, or
purchase more than 10 percent of the outstanding voting securities of any
issuer. In addition, no Series will invest more than 25 percent of its total
assets in any one industry. The full text of the investment policy limitations
is set forth in the Fund's "Statement of Additional Information."

It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund simultaneously. Although neither SBL nor SBL Fund currently
foresee any such disadvantages, either to variable life insurance policyowners
or to variable annuity contractowners, the Fund's Board of Directors intends to
monitor events in order to identify any material conflicts between such
policyowners and contractowners resulting from changes in state insurance law,
changes in federal income tax regulation, changes in the investment management
of any portfolio of the underlying fund, and the differences between voting
instructions given by policyowners and contractowners. The Board will determine
what action, if any, should be taken in response to any such conflicts. If the
Board of Directors were to conclude that separate funds should be established
for variable life and variable annuity separate accounts, SBL would bear the
attendant expenses, but variable life insurance policyowners and variable
annuity contractowners would no longer have the economies of scale resulting
from a larger combined fund.

INVESTMENT OBJECTIVES AND POLICIES OF THE SERIES

The investment objective of each Series is described below. There are risks
inherent in the ownership of any security and there can be no assurance that
such investment objective will be achieved. Some of the risks involved are
described below and in the Statement of Additional Information. The investment
objective and policies of each Series may be modified at any time without
stockholder approval. However, each of the Series is subject to certain
investment policy limitations set forth in the Statement of Additional
Information, which may not be changed without stockholder approval. Each of the
Series may borrow money from banks as a temporary measure for emergency
purposes, to facilitate redemption requests, or for other purposes consistent
with the Series' investment objective and policies. See the discussion of
borrowing under "Investment Methods and Risk Factors." Pending investment in
other securities or to meet potential redemptions or expenses, each Series may
invest in certificates of deposit issued by banks, bank demand accounts,
repurchase agreements and high quality money market instruments.

SERIES A (GROWTH SERIES)

The investment objective of Series A is to seek long-term capital growth by
investing in those securities which, in the opinion of the Investment Manager,
have the most long-term capital growth potential. Series A seeks to achieve its
objective by investing primarily in a broadly diversified portfolio of common
stocks (which may include American Depositary Receipts (ADRs)) or securities
with common stock characteristics, such as securities convertible into common
stocks. Series A may also invest in preferred stocks, bonds and other debt
securities. Income potential will be considered to the extent doing so is
consistent with Series A's investment objective of long-term capital growth.
Series A may invest its assets temporarily in cash and money market instruments
for defensive purposes. Series A may invest up to 5 percent of its assets in
warrants (other than those attached to other securities). Series A invests for
long-term growth of capital and does not intend to place emphasis upon
short-term trading profits. From time to time, Series A may purchase securities
on a "when issued" or "delayed delivery" basis. For a detailed discussion of
ADRs and the purchase of securities on a "when issued" or "delayed delivery"
basis, see "Investment Methods and Risk Factors."

SERIES B (GROWTH-INCOME SERIES)

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time to time, Series B may purchase government bonds or commercial notes on
a temporary basis for defensive purposes.

With respect to Series B's investment in debt securities, there is no
percentage limitation on the amount of its assets that may be invested in
securities within any particular rating classification. See the Statement of
Additional Information for a description of corporate bond ratings. Series B may
invest in securities which are at the time of purchase rated Baa by Moody's
Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Corporation
("S&P"). In addition, Series B may invest in higher yielding, longer-term
fixed-income securities in the lower rating (higher risk) categories of the
recognized rating services (commonly referred to as "junk bonds"). These include
securities which are at the time of purchase rated Ba or lower by Moody's or BB
or lower by S&P. However, the Investment Manager will not rely principally on
the ratings assigned by the rating services. Because Series B will invest in
lower rated securities and unrated securities of comparable quality, the
achievement of the Series' investment objective may be more dependent on the
Investment Manager's own credit analysis than would be the case if investing in
higher rated securities.

For the year ended December 31, 1996, the dollar weighted average of Series
B's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 0%
Cash and Other Assets, Less Liabilities......... 5.8%
Rated Fixed Income Securities
A.......................................... 0%
Baa/BBB.................................... 0.5%
Ba/BB...................................... 10.8%
B.......................................... 8.0%
Caa/CCC.................................... %
Unrated Securities Comparable in Quality to
A.......................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 25.1%

The above table is intended solely to provide disclosure about the Series`
asset composition during the year ended December 31, 1996. The asset composition
after this may or may not be approximately the same as shown above.

For a detailed discussion of risks associated with high yield investing,
zero coupon securities and ADRs, respectively, see "Investment Methods and Risk
Factors" -- "Risks Associated with Investments in High-Yield Lower-Rated Debt
Securities," "Zero Coupon Securities" and "American Depositary Receipts (ADRs)."
The Series may purchase securities that are restricted as to disposition under
the federal securities laws, provided that such securities are eligible for
resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933 and subject to the Series' policy that not more than 10
percent of its total assets will be invested in illiquid securities. See
"Investment Methods and Risk Factors" -- "Restricted Securities."

SERIES C (MONEY MARKET SERIES)

The investment objective of Series C is to seek as high a level of current
income as is consistent with preservation of capital, similar to the objective
associated with a "money market" fund or series. The Series will attempt to
achieve its objective by investing at least 95 percent of its total assets,
measured at the time of investment, in a diversified portfolio of highest
quality money market instruments (e.g., instruments rated Aaa or Prime-1 by
Moody's or AAA or A-1 by S&P or unrated securities that are determined to be of
equivalent quality by the Investment Manager under procedures adopted by the
Fund's Board of Directors). Series C may also invest up to 5 percent of its
total assets, measured at the time of investment, in money market instruments
that are in the second-highest rating category for short-term debt obligations
(e.g., instruments rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). Series C
will purchase only securities that the Investment Manager determines present
minimal credit risk under procedures adopted by the Fund's Board of Directors
and that satisfy the quality requirements of Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act"). The Series may invest in money market
instruments with varying maturities (but not longer than thirteen months),
consisting of obligations issued or guaranteed (as to principal or interest) by
the United States Government or its agencies (such as the Federal Housing
Administration and Government National Mortgage Association), or
instrumentalities (such as Federal Home Loan Banks and Federal Land Banks) (see
the Statement of Additional Information for a description of the differing
levels of guarantees associated with these types of securities) and instruments
fully collateralized with such obligations such as repurchase agreements;
obligations of banks or savings and loan associations that are members of the
Federal Deposit Insurance Corporation, and instruments fully collateralized with
such obligations such as repurchase agreements (the additional risks involved in
such agreements are discussed under "Investment Methods and Risk Factors"); or
commercial paper issued by corporations or
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6
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other corporate debt instruments, subject to the limitations on investment in
instruments in the second-highest rating category, discussed above. The
Statement of Additional Information contains a description of commercial paper
and corporate bond ratings.

Series C may invest in instruments having rates of interest that are
adjusted periodically according to a specified market rate for such investments
("Variable Rate Instruments"). The interest rate on Variable Rate Instruments is
ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate or the 91-day U.S. Treasury Bill rate.
Generally, the changes in the interest rate on Variable Rate Instruments reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Series C determines the
maturity of Variable Rate Instruments in accordance with Rule 2a-7 under the
1940 Act which allows the Series to consider the maturity date of such
instruments to be the period remaining until the next readjustment of the
interest rate rather than the maturity date on the face of the instrument.

Certain of the securities purchased by Series C may be restricted as to
disposition under the federal securities laws provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933 and subject to the Series' policy that not more
than 10 percent of total assets will be invested in illiquid securities. See the
description of such securities under "Investment Methods and Risk Factors" --
"Restricted Securities."

Investment in Series C involves minimal market risk and, to reduce the
effect of fluctuating interest rates on the net asset value of its shares,
Series C intends to maintain a dollar weighted average maturity in its portfolio
of not more than 90 days. In addition to general market risks, Series C
investments in non-government obligations are subject to the ability of the
issuer to satisfy its obligations. The Statement of Additional Information
contains a description of the principal types of securities and instruments in
which Series C will invest.

SERIES D (WORLDWIDE EQUITY SERIES)

The investment objective of Series D is to seek long-term growth of capital
primarily through investment in common stocks and equivalents of companies
domiciled in foreign countries and the United States. Series D will seek to
achieve its objective through investment in a diversified portfolio of
securities which will consist primarily of various types of common stocks and
equivalents (the following constitute equivalents: convertible debt securities,
warrants and options). The Series may also invest in preferred stocks, bonds and
other debt obligations, which include money market instruments of foreign and
domestic companies and the U.S. Government and foreign governments, governmental
agencies and international organizations.

Series D will at all times invest at least 65 percent or more of its assets
in at least three countries, one of which may be the United States. The Series
is not required to maintain any particular geographic or currency mix of its
investments, nor is it required to maintain any particular proportion of stocks,
bonds or other securities in its portfolio. Series D may invest substantially or
primarily in foreign debt securities when it appears that the capital
appreciation available from investments in such securities will equal or exceed
the capital appreciation available from investments in equity securities.
Because the market value of debt obligations can be expected to vary inversely
to changes in prevailing interest rates, investing in debt obligations may
provide an opportunity for capital appreciation when interest rates are expected
to decline. When a defensive position is deemed advisable in the judgment of the
Series' Sub-Adviser, Lexington Management Corporation ("Lexington"), Series D
may temporarily invest up to 100 percent of its assets in debt obligations
consisting of repurchase agreements, money market instruments of foreign or
domestic companies and the U.S. Government and foreign governments, governmental
and international organizations. The Series will be moved into a defensive
position when, in the judgment of Lexington, conditions in the securities
markets would make pursuing the Series' basic investment strategy inconsistent
with the best interests of the shareholders.

Series D is intended to provide investors with the opportunity to invest in
a portfolio of securities of companies and governments located throughout the
world. In making the allocation of assets among the various countries and
geographic regions, Lexington ordinarily considers such factors as prospects for
relative economic growth between the U.S and other countries; expected levels of
inflation and interest rates; government policies influencing business
conditions; the range of investment opportunities available to international
investors; and other pertinent financial, tax, social and national factors--all
in relation to the prevailing prices of the securities in each country or
region.

Investments may be made in companies based in (or governments of or within)
such areas and countries as Lexington may determine from time to time. Series D
may invest in companies located in developing countries without limitation. See
the discussion of risks associated with investment in securities of foreign
issuers under "Investment Methods and Risk Factors" -- "Currency Risk," "Foreign
Investment Risks" and "Emerging Markets Risks."

Although the Series does not intend to invest for the purpose of seeking
short-term profits, the Series' investments may be changed whenever Lexington
deems it appropriate to do so, without regard to the length of time a particular
security has been held. Series D may enter into forward foreign currency
exchange contracts and may purchase or sell foreign currencies on a "spot"
(i.e., cash) basis. Series D may enter into such forward contracts to hedge
certain of its portfolio positions when Lexington deems it appropriate to limit
or reduce exposure in a foreign currency in order to
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7
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moderate potential changes in the United States dollar value of the portfolio.
The Series may also enter into forward currency exchange contracts to increase
its exposure to a foreign currency that Lexington expects to increase in value
relative to the United States dollar. Series D will not attempt to hedge all of
its portfolio positions. Series D intends to limit portfolio hedging
transactions to not more than 70 percent of its total assets. See the discussion
of "Forward Currency Transactions" under "Investment Methods and Risk Factors."

Series D may from time to time employ or enter into the following
investment practices. Series D may make contracts to purchase securities for a
fixed price at a future date beyond customary settlement time ("forward
commitments"), because new issues of securities are typically offered to
investors on that basis. See the discussion of forward commitments under
"Investment Methods and Risk Factors." Series D may write covered call options.
Such an option on an underlying portfolio security would obligate the Series to
sell, and give the purchaser of the option the right to buy, that security at a
stated exercise price at any time until the stated expiration date of the
option. The Series may purchase securities that are restricted as to disposition
under the federal securities laws, provided that such securities are eligible
for resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933 and subject to the Series' policy that not more than 10
percent of its total assets will be invested in illiquid securities. See the
discussion of restricted securities under "Investment Methods and Risk Factors."
The Series may enter into repurchase agreements which are described under
"Investment Methods and Risk Factors." Series D may invest in real estate
investment trusts (REITs) which are described under "Investment Methods and Risk
Factors."

SERIES E (HIGH GRADE INCOME SERIES)

The investment objective of Series E is to provide current income with
security of principal. In pursuing its investment objective, the Series will
invest in a broad range of debt securities, including (i) securities issued by
U.S. and Canadian corporations; (ii) securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); (vii) investment grade mortgage backed securities ("MBSs") and
(viii) zero coupon securities. Under normal circumstances, the Series will
invest at least 65 percent of its assets in U.S. Government securities and
securities rated A or higher by Moody's or S&P at the time of purchase, or if
unrated, of equivalent quality as determined by the Investment Manager.

Series E may invest in corporate debt securities rated Baa or higher by
Moody's or BBB or higher by S&P at the time of purchase, or if unrated, of
equivalent quality as determined by the Investment Manager. See Appendix A to
the Fund's Statement of Additional Information for a description of corporate
bond ratings. Included in such securities may be convertible bonds or bonds with
warrants attached which are rated at least Baa or BBB at the time of purchase,
or if unrated, of equivalent quality as determined by the Investment Manager. A
"convertible bond" is a bond, debenture or preferred share which may be
exchanged by the owner for common stock or another security, usually of the same
company, in accordance with the terms of the issue. A "warrant" confers upon its
holder the right to purchase an amount of securities at a particular time and
price. Securities rated Baa by Moody's or BBB by S&P have speculative
characteristics.

Series E may invest up to 25 percent of its net assets in higher yielding
debt securities in the lower rating (higher risk) categories of the recognized
rating services (commonly referred to as "junk bonds"). Such securities include
securities rated Ba or lower by Moody's or BB or lower by S&P and are regarded
as predominantly speculative with respect to the ability of the issuer to meet
principal and interest payments. The Series will not invest in junk bonds which
are rated in default at the time of purchase. See "Investment Methods and Risk
Factors" for a discussion of the risks associated with investing in such
securities.

U.S. Government securities are obligations of or guaranteed by the U.S.
Government, its agencies or instrumentalities. These include bills, certificates
of indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury; others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Although U.S. Government securities are guaranteed by the U.S.
Government, its agencies or instrumentalities, shares of the Fund are not so
guaranteed in any way. The diversification rules under Section 817(h) of the
Internal Revenue Code limit the ability of Series E to invest more than 55
percent of its assets in the securities of any one U.S. Government agency or
instrumentality.

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deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars
and held in the U.S. Yankee CDs are subject to somewhat different risks than are
the obligations of domestic banks. The Series also may invest in debt securities
issued by foreign governments, their agencies and instrumentalities and foreign
corporations, provided that such securities are denominated in U.S. dollars. The
Series' investment in foreign securities, including Canadian securities, will
not exceed 25 percent of the Series' net assets. See "Investment Methods and
Risk Factors" for a discussion of the risks associated with investing in foreign
securities.

Series E may invest in investment grade mortgage backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Series may invest up to 10 percent of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. The
Series will hold less than 25 percent of its net assets in MBSs. For a
discussion of MBSs and the risks associated with such securities, see
"Investment Methods and Risk Factors."

For the year ended December 31, 1996, the dollar weighted average of Series
E's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 17.1%
Cash and Other Assets, Less Liabilities......... 4.5%
Rated Fixed Income Securities
AAA........................................ 3.2%
AA......................................... 5.1%
A.......................................... 35.7%
Baa/BBB.................................... 14.6%
Ba/BB...................................... 12.9%
B.......................................... 6.9%
Caa/CCC.................................... 0%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 100%

The above table is intended solely to provide disclosure about the Series'
asset composition during the year ended December 31, 1996. The asset composition
after this may or may not be approximately the same as shown above.

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also provide for the commencement of
regular interest payments at a deferred date. See "Investment Methods and Risk
Factors" for a discussion of zero coupon securities.

The Series may acquire certain securities that are restricted as to
disposition under federal securities laws, including securities eligible for
resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933, subject to the Series' policy that not more than 15
percent of the Series' net assets will be invested in illiquid assets. See
"Investment Methods and Risk Factors" for a discussion of restricted securities.

Series E may purchase securities on a "when issued" or "delayed delivery"
basis in excess of customary settlement periods for the types of security
involved. For a discussion of such securities, see "Investment Methods and Risk
Factors."

Series E may, for defensive purposes, invest part or all of its assets in
money market instruments such as those appropriate for investment by Series C.

SERIES S (SOCIAL AWARENESS SERIES)

The investment objective of Series S is to seek capital appreciation. In
seeking its objective, Series S will invest in various types of securities which
meet certain social criteria established for the Series. Series S will invest in
a diversified portfolio of common stocks, convertible securities, preferred
stocks and debt securities. From time to time, the Series may purchase
government bonds or commercial notes on a temporary basis for defensive
purposes.

Securities selected for their appreciation possibilities will be primarily
common stocks or other securities having the investment characteristics of
common stocks, such as securities convertible into common stocks. Securities
will be selected on the basis of their appreciation and growth potential.
Securities considered to have capital appreciation and growth potential will
often include securities of smaller and less mature companies. Such companies
may present greater opportunities for capital appreciation because of high
potential earnings growth, but may also involve greater risk. They may have
limited product lines, markets or financial resources, and they may be dependent
on a limited management group. Their securities may trade less frequently and in
limited volume, and only in the over-the counter market or on smaller securities
exchanges. As a result, the securities of smaller companies may have limited
marketability and may be subject to more abrupt or erratic changes in value than
securities of larger, more established companies. The Series may also invest in
larger companies where opportunities for above-average capital appreciation
appear favorable and the Series' social criteria are satisfied.

Series S may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio or as an efficient
means of adjusting its exposure to the stock market. The Series will limit its
use of futures contracts so that initial margin deposits or premiums on such
contracts used for non-hedging purposes will not equal more than 5 percent of
the Series' net assets. The Series may also write call and put options on a
covered basis and purchase put and call options on securities and financial
indices. The aggregate market value of the Series' portfolio securities covering
call or put options will not exceed 25 percent of
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the Series' net assets. See the discussion of options and futures contracts
under "Investment Methods and Risk Factors."

Series S will seek investments that comply with the Series' social criteria
and that offer investment potential. Because of the limitations on investment
imposed by the social criteria, the availability of investment opportunities for
the Series may be limited as compared to those of similar funds which do not
impose such restrictions on investment.

Series S will not invest in securities of companies that engage in the
production of nuclear energy, alcoholic beverages or tobacco products.

In addition, the Series will not invest in securities of companies that
significantly engage in: (1) the manufacture of weapon systems; (2) practices
that, on balance, have a detrimental effect on the environment; or (3) the
gambling industry. Series S will monitor the activities identified above to
determine whether they are significant to an issuer's business. Significance may
be determined on the basis of the percentage of revenue generated by, or the
size of operations attributable to, such activities. The Series may invest in an
issuer that engages in the activities set forth above, in a degree that is not
deemed significant by the Investment Manager. In addition, the Series will seek
out companies that have contributed substantially to the communities in which
they operate, have a positive record on employment relations, have made
substantial progress in the promotion of women and minorities or in the
implementation of benefit policies that support working parents, or have taken
notably positive steps in addressing environmental challenges.

The Investment Manager will evaluate an issuer's activities to determine
whether it engages in any practices prohibited by the Series' social criteria.
In addition to its own research with respect to an issuer's activities, the
Investment Manager will also rely on other organizations that publish
information for investors concerning the social policy implications of corporate
activities. The Investment Manager may rely upon information provided by
advisory firms that provide social research on U.S. corporations, such as
Kinder, Lydenberg, Domini & Co., Inc., Franklin Insight, Inc. and
Prudential-Bache Capital Funding. Investment selection on the basis of social
attributes is a relatively new practice and the sources for this type of
information are not well established. The Investment Manager will continue to
identify and monitor sources of such information to screen issuers which do not
meet the social investment restrictions of the Series.

If after purchase of an issuer's securities by Series S, it is determined
that such securities do not comply with the Series' social criteria, the
securities will be eliminated from the Series' portfolio within a reasonable
time. This requirement may cause the Series to dispose of a security at a time
when it may be disadvantageous to do so.

SERIES J (EMERGING GROWTH SERIES)

The investment objective of Series J is to seek capital appreciation by
investing in a diversified portfolio of common stocks (which may include ADRs),
preferred stocks, debt securities, and securities convertible into common
stocks. On a temporary basis, there may be times when Series J may invest its
assets in cash or money market instruments for defensive purposes.

Securities selected for their appreciation possibilities will be primarily
common stocks or other securities having the investment characteristics of
common stocks, such as securities convertible into common stocks. Securities
will be selected on the basis of their appreciation and growth potential.
Current income will not be a factor in selecting investments, and any such
income should be considered incidental. Securities considered to have capital
appreciation and growth potential will often include securities of smaller and
less mature companies. Such companies may present greater opportunities for
capital appreciation because of high potential earnings growth, but may also
involve greater risk. They may have limited product lines, markets or financial
resources, and they may be dependent on a limited management group. Their
securities may trade less frequently and in limited volume, and only in the
over-the-counter market or on smaller securities exchanges. As a result, the
securities of smaller companies may have limited marketability and may be
subject to more abrupt or erratic changes in value than securities of larger,
more established companies.

Series J may also invest in larger companies where opportunities for
above-average capital appreciation appear favorable.

Series J may purchase securities on a "when issued" or "delayed delivery"
basis as described under "Investment Methods and Risk Factors." The Series may
enter into futures contracts (or options thereon) to hedge all or a portion of
its portfolio, or as an efficient means of adjusting its exposure to the stock
market. The Series will not use futures contracts for leveraging purposes. The
Series will limit its use of futures contracts so that initial margin deposits
or premiums on such contracts used for non-hedging purposes will not equal more
than 5 percent of the Series' net asset value. Futures contracts (and options
thereon) and the risks associated with such instruments are described in further
detail under "Investment Methods and Risk Factors."

SERIES K (GLOBAL AGGRESSIVE BOND SERIES)

The primary investment objective of Series K is to seek to provide high
current income. Capital appreciation is a secondary objective. As used herein,
the term "bond" is
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used to describe any type of debt security. Under normal circumstances, the
Series will invest at least 65 percent of its total assets in bonds as defined
herein. The Series under normal circumstances invests substantially all of its
assets in a portfolio of debt securities of issuers in three separate investment
areas: (i) the United States; (ii) developed foreign countries; and (iii)
emerging markets. The Series selects particular debt securities in each sector
based on their relative investment merits. Within each area, the Series selects
debt securities from those issued by governments, their agencies and
instrumentalities; central banks; commercial banks and other corporate entities.
Debt securities in which the Series may invest consist of bonds, notes,
debentures and other similar instruments. The Series may invest up to 100
percent of its total assets in U.S. and foreign debt securities and other fixed
income securities that, at the time of purchase, are rated below investment
grade ("high yield securities" or "junk bonds"), which involve a high degree of
risk and are predominantly speculative. The Series may also invest in securities
that are in default as to payment of principal and/or interest. See "Investment
Methods and Risk Factors" -- "Risks Associated with Investments in High-Yield
Lower-Rated Debt Securities." Many emerging market debt securities are not rated
by United States rating agencies such as Moody's and S&P. The Series' ability to
achieve its investment objectives is thus more dependent on the credit analysis
of the Series' Sub-Advisers, Lexington and MFR Advisors, Inc. ("MFR"), than
would be the case if the Series were to invest in higher quality bonds.
Investors should purchase shares only as a supplement to an overall investment
program and only if willing to undertake the risks involved.

For the year ended December 31, 1996, the dollar weighted average of Series
K's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 5.3%
Cash and other Assets, Less Liabilities......... 0.1%
Rated Fixed Income Securities

AAA........................................ 15.6%
AA......................................... 7.3%
A.......................................... 14.9%
Baa/BBB.................................... 21.9%
Ba/BB...................................... 11.9%
B.......................................... 23.0%
Caa/CCC.................................... 0%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Baa/BBB.................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 100.0%

The foregoing table is intended solely to provide disclosure about Series K's
asset composition during the year ended December 31, 1996. The asset composition
after this may or may not be approximately the same as shown above.

"Emerging markets" will consist of all countries determined by the World
Bank or the United Nations to have developing or emerging economies and markets.
Currently, investing in many of the emerging countries and emerging markets is
not feasible or may involve political risks. Accordingly, Lexington currently
intends to consider investments only in those countries in which it believes
investing is feasible. The list of acceptable countries will be reviewed by
Lexington and MFR and approved by the Fund's Board of Directors on a periodic
basis and any additions or deletions with respect to such list will be made in
accordance with changing economic and political circumstances involving such
countries. An issuer in an emerging market is an entity: (i) for which the
principal securities trading market is an emerging market, as defined above;
(ii) that (alone or on a consolidated basis) derives 50 percent or more of its
total revenue from either goods produced, sales made or services performed in
emerging markets; or (iii) organized under the laws of, and with a principal
office in, an emerging market.

Because of the special risks associated with investing in emerging markets,
an investment in the Series should be considered speculative. Investors are
strongly advised to consider carefully the special risks involved in emerging
markets which are in addition to the usual risks of investing in developed
foreign markets around the world. See the discussion of the risks of investing
in emerging markets under "Investment Methods and Risk Factors" -- "Emerging
Markets Risks."

The Series' investments in emerging market securities consist substantially
of high yield, lower-rated debt securities of foreign corporations, "Brady
Bonds" and other sovereign debt securities issued by emerging market
governments. "Sovereign debt securities" are those issued by emerging market
governments that are traded in the markets of developed countries or groups of
developed countries. The Series may invest in debt securities of emerging market
issuers without regard to ratings. Currently, the substantial majority of
emerging market debt securities are considered to have a credit quality below
investment grade. Series K also may acquire lower quality debt securities during
an initial underwriting or may acquire lower quality debt securities which are
sold without registration under applicable securities laws. Such securities
involve special considerations and risks. The Series may invest in bank loan
participations and assignments, which are fixed and floating rate loans arranged
through private negotiations between foreign entities. For a more detailed
discussion of these instruments and the risks associated with investing therein,
see "Sovereign Debt," "Loan Participations and Assignments" and "Brady Bonds"
under "Investment Methods and Risk Factors."

The Series intends to retain the flexibility to respond promptly to changes
in market and economic conditions. Accordingly, in the interest of preserving
shareholders'
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11
<PAGE>

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capital and consistent with the Series' investment objectives, Lexington and MFR
may employ a temporary defensive investment strategy if they determine such a
strategy to be warranted. Pursuant to such a defensive strategy, the Series
temporarily may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and/or invest up to 100 percent of its assets in high quality
debt securities or money market instruments of U.S. or foreign issuers, and most
or all of the Series' investments may be made in the United States and
denominated in U.S. dollars. For debt obligations other than commercial paper,
this includes securities rated, at the time of purchase, at least AA by S&P or
Aa by Moody's, or if unrated, determined to be of comparable quality by
Lexington or MFR. For commercial paper, this includes securities rated, at the
time of purchase, at least A-2 by S&P or Prime-2 by Moody's, or if unrated,
determined to be of comparable quality by Lexington or MFR. It is impossible to
predict whether, when or for how long the Series will employ defensive
strategies. To the extent the Series adopts a temporary defensive investment
posture, it will not be invested so as to achieve directly its investment
objectives. In addition, pending investment of proceeds from new sales of Series
shares or to meet ordinary daily cash needs, the Series temporarily may hold
cash (U.S. dollars, foreign currencies or multinational currency units) and may
invest any portion of its assets in high quality foreign or domestic money
market instruments.

The Series invests in debt obligations allocated among diverse markets and
denominated in various currencies, including U.S. dollars, or in multinational
currency units such as European Currency Units. The Series may purchase
securities that are issued by the government or a company or financial
institution of one country but denominated in the currency of another country
(or a multinational currency unit). The Series is designed for investors who
wish to accept the risks entailed in such investments, which are different from
those associated with a portfolio consisting entirely of securities of U.S.
issuers denominated in U.S. dollars. See "Investment Methods and Risk Factors"
- -- "Currency Risk" and "Foreign Investment Risks."

Lexington and MFR will seek to allocate the assets of the Series in
securities of issuers in countries and in currency denominations where the
combination of fixed income market returns, the price appreciation potential of
fixed income securities and currency exchange rate movements will present
opportunities primarily for high current income and secondarily for capital
appreciation. In so doing, Lexington and MFR intend to take full advantage of
the different yield, risk and return characteristics that investment in the
fixed income markets of different countries can provide for U.S. investors.
Fundamental economic strength, credit quality and currency and interest rate
trends will be the principal determinants of the emphasis given to various
country, geographic and industry sectors within the Series. Securities held by
the Series may be invested in without limitation as to maturity. Lexington and
MFR evaluate currencies on the basis of fundamental economic criteria (e.g.,
relative inflation and interest rate levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. If the currency in which a security is denominated appreciates
against the U.S. dollar, the dollar value of the security will increase.
Conversely, if the exchange rate of the foreign currency declines, the dollar
value of the security will decrease. The Series may seek to protect itself
against such negative currency movements through the use of sophisticated
investment techniques, although the Series is not committed to using such
techniques and may be fully exposed to changes in currency exchange rates.

In seeking to protect against currency exchange rate or interest rate
changes that are adverse to its present or prospective positions, the Series may
employ certain risk management practices involving the use of forward currency
contracts and options contracts, futures contracts and options on futures
contracts on U.S. and foreign government securities and currencies. The Series
may purchase call and put options and write such options on a "covered" basis.
The Series also may enter into interest rate currency and index swaps and
purchase or sell related caps, floors and collars and other derivatives. The
Series may enter into derivatives securities transactions without limit. See the
discussion of "Forward Currency Transactions," "Options," "Futures Contracts and
Related Options," and "Swaps, Caps, Floors and Collars" under "Investment
Methods and Risk Factors." There can be no assurance that the Series' risk
management practices will succeed. Only a limited market, if any, currently
exists for forward currency contracts and options and futures instruments
relating to currencies of most emerging markets, to securities denominated in
such currencies or to securities of issuers domiciled or principally engaged in
business in such emerging markets.

The Series may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis in order to hedge
against anticipated changes in interest rates and prices. See the discussion of
when-issued and forward commitment securities under "Investment Methods and Risk
Factors." The Series may enter into repurchase agreements, reverse repurchase
agreements and "dollar rolls" which are discussed under "Investment Methods and
Risk Factors." Series K may invest up to 5 percent of its total assets in zero
coupon securities. See "Investment Methods and Risk Factors" for a discussion of
zero coupon securities.
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12
<PAGE>

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SERIES M (SPECIALIZED ASSET ALLOCATION SERIES)

The investment objective of Series M is to seek high total return,
consisting of capital appreciation and current income. The Series seeks this
objective by following an asset allocation strategy that contemplates shifts
among a wide range of investment categories and market sectors. The Series will
invest in the following investment categories: equity securities of domestic and
foreign issuers, including common stocks, ADRs, preferred stocks, convertible
securities and warrants; debt securities of domestic and foreign issuers,
including mortgage-related and other asset-backed securities; exchange-traded
real estate investment trusts (REITs); equity securities of companies involved
in the exploration, mining, development, production and distribution of gold
("gold stocks"); zero coupon securities and domestic money market instruments.
See "Investment Methods and Risk Factors" for a discussion of the additional
risks associated with investment in foreign securities and REITs and see the
discussion of the risks associated with investment in gold stocks below.

Investment in gold stocks presents risks, because the prices of gold have
fluctuated substantially over short periods of time. Prices may be affected by
unpredictable monetary and political policies, such as currency devaluations or
revaluations, economic and social conditions within an individual country, trade
imbalances, or trade or currency restrictions between countries. The unstable
political and social conditions in South Africa and unsettled political
conditions prevailing in neighboring countries may have disruptive effects on
the market prices of securities of South African companies.

The Series is not required to maintain a portion of its assets in each of
the permitted investment categories. The Series, however, under normal
circumstances will maintain a minimum of 35 percent of its total assets in
equity securities and 10 percent in debt securities. The Series will not invest
more than 55 percent of its total assets in money market instruments (except
when in a temporary defensive position), more than 80 percent of its total
assets in foreign securities, nor more than 20 percent of its total assets in
gold stocks.

The Series' Sub-Adviser, Meridian Investment Management Corporation
("Meridian"), conducts quantitative investment research and uses the research to
strategically allocate the Series' assets among the investment categories
identified above, primarily on the basis of a quantitative asset allocation
model. With respect to equity securities, the model analyzes a large number of
equity securities based on the following factors: current earnings, earnings
history, long-term earnings projections, current price, and risk.

Meridian then determines which sectors within an identified investment
category are deemed to be the most attractive relative to other sectors. For
example, the model may indicate that a portion of the Series' assets should be
invested in the domestic equity category of the market and within this category
that pharmaceutical stocks represent a sector with an attractive total return
potential.

Meridian identifies sectors of the domestic and international economy in
which the Series will invest and then determines which equity securities to
purchase within the identified countries and/or sectors.

With respect to the selection of debt securities for the Series, the asset
allocation model provided by Meridian analyzes the prices of commodities and
finished goods to arrive at an interest rate projection. The Investment Manager
will determine the portion of the portfolio to allocate to debt securities and
the duration of those securities based on the model's interest rate projections.
Gold stocks and REITs will be analyzed in a manner similar to that used for
equity securities. Money market instruments will be analyzed based on current
returns and the current yield curve. The asset allocation model and stock
selection techniques used by the Series may evolve over time or be replaced by
other asset allocation models and/or stock selection techniques. There is no
assurance that the model will correctly predict market trends or enable the
Series to achieve its investment objective.

The debt securities in which the Series may invest will, at the time of
investment, consist of "investment grade" bonds, which are bonds rated BBB or
better by S&P or Baa or better by Moody's or that are unrated by S&P and Moody's
but considered by the Investment Manager to be of equivalent credit quality.
Securities rated BBB by S&P or Baa by Moody's have speculative characteristics
and may be more susceptible than higher grade bonds to adverse economic
conditions or other adverse circumstances which may result in a weakened
capacity to make principal and interest payments.

The Series may invest in investment grade mortgage-backed securities
(MBSs), including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Series will not invest in an MBS if, as a result of such
investment, more than 25 percent of its total assets would be invested in MBSs,
including CMOs and mortgage pass-through securities. For a discussion of MBSs
and the risks associated with such securities, see "Investment Methods and Risk
Factors" -- "Mortgage-Backed Securities," below.

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on options used for non-hedging purposes will not equal more than 5 percent of
the Series' net assets. The total market value of securities against which the
Series has written call options may not exceed 25 percent of its total assets.
The Series will not commit more than 5 percent of its total assets to premiums
when purchasing put options. Futures contracts and options may not always be
successful hedges and their prices can be highly volatile. Using futures
contracts and options could lower the Series' total return and the potential
loss from the use of futures can exceed the Series' initial investment in such
contracts. Futures contracts and options and the risks associated with such
instruments are described in further detail under "Investment Methods and Risk
Factors."

SERIES N (MANAGED ASSET ALLOCATION SERIES)

The investment objective of Series N is to seek a high level of total
return by investing primarily in a diversified portfolio of fixed income and
equity securities.

The Series is designed to balance the potential appreciation of common
stocks with the income and principal stability of bonds over the long term. Over
the long term, the Series expects to allocate its assets so that approximately
40 percent of such assets will be in the fixed income sector (as defined below)
and approximately 60 percent in the equity sector (as defined below). Under
normal market conditions, this mix may vary over shorter time periods within the
ranges set forth below:

Range
Fixed Income Sector 30-50%
Equity Sector 50-70%

The primary consideration in varying from the 60-40 allocation will be the
outlook of the Series' Sub-Adviser, T. Rowe Price Associates, Inc. ("T. Rowe
Price"), for the different markets in which the Series invests. Shifts between
the fixed income and equity sectors will normally be done gradually and T. Rowe
Price will not attempt to precisely "time" the market. There is, of course, no
guarantee that T. Rowe Price's gradual approach to allocating the Series' assets
will be successful in achieving the Series' objective. The Series will maintain
cash reserves to facilitate the Series' cash flow needs (redemptions, expenses
and purchases of Series securities) and it may invest in cash reserves without
limitation for temporary defensive purposes.

Assets allocated to the fixed income portion of the Series will be invested
primarily in U.S. and foreign investment grade bonds, high yield bonds,
short-term investments and currencies, as needed to gain exposure to foreign
markets. Assets allocated to the equity portion of the Series primarily will be
invested in the common stocks of a diversified group of U.S. and foreign large
and small companies, currencies, as needed to gain exposure to foreign markets,
and futures contracts.

The Series' fixed income sector will be allocated among investment grade,
high yield, U.S. and non-dollar debt securities and currencies generally within
the ranges indicated below:

Investment Grade 50-100%
High Yield 0-30%
Non-dollar 0-30%
Cash Reserves 0-20%

Investment grade debt securities include long, intermediate and short-term
investment grade debt securities (e.g., AAA, AA, A or BBB by S&P or if not
rated, of equivalent investment quality as determined by T. Rowe Price). The
weighted average maturity for this portion (investment grade debt securities) of
the Series portfolio is generally expected to be intermediate (3-10 years),
although it may vary significantly. Non-dollar debt securities include
non-dollar denominated government and corporate debt securities or currencies of
at least three countries. See "Investment Methods and Risk Factors" -- "Foreign
Investment Risks" and "Currency Risk" and the Statement of Additional
Information for a discussion of the risks involved in foreign investing.
High-yield securities include high-yielding, income-producing debt securities in
the lower rating categories (commonly referred to as "junk bonds") and preferred
stocks including convertible securities. High yield bonds may be purchased
without regard to maturity; however, the average maturity is expected to be
approximately 10 years, although it may vary if market conditions warrant.
Quality will generally range from lower-medium to low and the Series may also
purchase bonds in default if, in the opinion of T. Rowe Price, there is
significant potential for capital appreciation. Lower-rated debt obligations are
generally considered to be high risk investments. See "Investment Methods and
Risk Factors" -- "Risks Associated with High-Yield Lower-Rated Debt Securities"
and the Statement of Additional Information for a discussion of the risks
involved in investing in high-yield, lower-rated debt securities. Securities
which may be held as cash reserves include liquid short-term investments of one
year or less having the highest ratings by at least one established rating
organization, or if not rated, of equivalent investment quality as determined by
T. Rowe Price. The Series may use currencies to gain exposure to an
international market prior to investing in non-dollar securities.

For the year ended December 31, 1996, the dollar weighted average of Series
N's holdings (excluding equities) had the following credit quality
characteristics.
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14
<PAGE>

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INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 20.4%
Liabilities, Less Cash and other Assets......... (0.1)%
Rated Fixed Income Securities
AAA........................................ 3.0%
AA......................................... 1.5%
A.......................................... 2.6%
Baa/BBB.................................... 1.8%
Ba/BB...................................... 2.8%
B.......................................... 5.6%
Caa/CCC.................................... 0.1%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Baa/BBB.................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 37.7%

The foregoing table is intended solely to provide disclosure about Series N's
asset composition during the year ended December 31, 1996. The asset composition
after this may or may not be approximately the same as shown above.

The Series' equity sector will be allocated among large and small capital
("Large Cap" and "Small Cap" respectively) U.S. and non-dollar equity
securities, currencies and futures, generally within the ranges indicated below:

Large Cap 45-100%
Small Cap 0-30%
Non-dollar 0-35%

Large Cap securities generally include stocks of well-established companies
with capitalization over $1 billion which can produce increasing dividend
income.

Non-dollar securities include foreign currencies and common stocks of
established non-U.S. companies. Investments may be made solely for capital
appreciation or solely for income or any combination of both for the purpose of
achieving a higher overall return. T. Rowe Price intends to diversify the
non-dollar portion of the Series' portfolio broadly among countries and to
normally have at least three different countries represented. The countries of
the Far East and Western Europe as well as South Africa, Australia, Canada, and
other areas (including developing countries) may be included. Under unusual
circumstances, however, investment may be substantially in one or two countries.

Futures may be used to gain exposure to equity markets where there is
insufficient cash to purchase a diversified portfolio of stocks. Currencies may
also be held to gain exposure to an international market prior to investing in a
non-dollar stock.

Small Cap securities include common stocks of small companies or companies
which offer the possibility of accelerated earnings growth because of
rejuvenated management, new products or structural changes in the economy.
Current income is not a factor in the selection of these stocks. Higher risks
are often associated with small companies. These companies may have limited
product lines, markets and financial resources, or they may be dependent on a
small or inexperienced management group. In addition, their securities may trade
less frequently and in limited volume and move more abruptly than securities of
larger companies. However, securities of smaller companies may offer greater
potential for capital appreciation since they are often overlooked or
undervalued by investors.

Until the Series reaches approximately $30 million in assets, the
composition of the Series' portfolio may vary significantly from the percent
limitations and ranges above. This might occur because, at lower asset levels,
the Series may be unable to prudently achieve diversification among the
described asset classes. During this initial period, the Series may use futures
contracts and purchase foreign currencies to a greater extent than it will once
the start-up period is over.

The Series may invest up to 35 percent of its total assets in U.S.
dollar-denominated and non-U.S. dollar-denominated securities issued by foreign
issuers. Some of the countries in which the Series may invest may be considered
to be developing and may involve special risks. For a discussion of the risks
involved in investment in foreign securities, including investment in emerging
markets, see "Investment Methods and Risk Factors" -- "Foreign Investment Risks"
and "Emerging Markets Risks."

The Series' foreign investments are also subject to currency risk described
under "Investment Methods and Risk Factors" -- "Currency Risk." To manage this
risk and facilitate the purchase and sale of foreign securities, the Series may
engage in foreign currency transactions involving the purchase and sale of
forward foreign currency exchange contracts. Although forward currency
transactions will be used primarily to protect the Series from adverse currency
movements, they also involve the risk that anticipated currency movements will
not be accurately predicted and the Series' total return could be adversely
affected as a result. For a discussion of forward currency transactions and the
risks associated with such transactions, see "Investment Methods and Risk
Factors" -- "Forward Currency Transactions." Purchases by the Series of
currencies in substitution of purchases of stocks and bonds will subject the
Series to risks different from a fund invested solely in stocks and bonds.

The Series' investments include, but are not limited to, equity and fixed
income securities of any type and the Series may utilize the investment methods
and investment vehicles described below.

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on such contracts used for non-hedging purposes will not equal more than 5
percent of the Series' net asset value. The Series may also write call and put
options on a covered basis and purchase put and call options on securities,
financial indices, and currencies. The aggregate market value of the Series'
portfolio securities or currencies covering call or put options will not exceed
25 percent of the Series' net assets. The Series may enter into foreign futures
and options transactions. See the discussion of options and futures contracts
under "Investment Methods and Risk Factors." As part of its investment program
and to maintain greater flexibility, the Series may invest in instruments which
have the characteristics of futures, options and securities, known as "hybrid
instruments." For a discussion of such instruments and the risks involved in
investing therein, see "Investment Methods and Risk Factors" -- "Hybrid
Instruments."

The Series may acquire illiquid securities in an amount not exceeding 15
percent of net assets. Because an active trading market does not exist for such
securities the sale of such securities may be subject to delay and additional
costs. The Series will not invest more than 5 percent of its total assets in
restricted securities (other than securities eligible for resale under Rule 144A
of the Securities Act of 1933). Series N may invest in securities on a "when
issued" or "delayed delivery basis" in excess of customary settlement periods
for the type of security involved. For a discussion of restricted and when
issued securities, see "Investment Methods and Risk Factors."

The Series may invest in asset-backed securities, which securities involve
certain risks. For a discussion of asset-backed securities and the risks
involved in investment in such securities, see the discussion under "Investment
Methods and Risk Factors." The Series may invest in mortgage-backed securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
or institutions such as banks, insurance companies and savings and loans. Some
of these securities, such as GNMA certificates, are backed by the full faith and
credit of the U.S. Treasury while others, such as Freddie Mac certificates, are
not. The Series may also invest in collateralized mortgage obligations (CMOs)
and stripped mortgage securities (a type of derivative). Stripped mortgage
securities are created by separating the interest and principal payments
generated by a pool of mortgage-backed bonds to create two classes of
securities, "interest only" (IO) and "principal only" (PO) bonds. There are
risks involved in mortgage-backed securities, CMOs and stripped mortgage
securities. See "Investment Methods and Risk Factors" for an additional
discussion of such securities and the risks involved therein.

While the Series will remain invested in primarily common stocks and bonds,
it may, for temporary defensive purposes, invest in cash reserves without
limitation. The Series may establish and maintain reserves as T. Rowe Price
believes is advisable to facilitate the Series' cash flow needs. Cash reserves
include money market instruments, including repurchase agreements, in the two
highest categories. Short-term securities may be held in the equity sector as
collateral for futures contracts. These securities are segregated and may not be
available for the Series' cash flow needs.

The Series may invest in debt or preferred equity securities convertible
into or exchangeable for equity securities and warrants. As a fundamental
policy, for the purpose of realizing additional income, the Series may lend
securities with a value of up to 33 1/3 percent of its total assets to
broker-dealers, institutional investors, or other persons. Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. For a discussion of the limitations on lending and risks of lending, see
"Investment Methods and Risk Factors" -- "Lending of Portfolio Securities." The
Series may also invest in real estate investment trusts (REITs). See the
"Investment Methods and Risk Factors" for a discussion of the risks investing in
such securities.

SERIES O (EQUITY INCOME SERIES)

The investment objective of Series O is to seek to provide substantial
dividend income and also capital appreciation by investing primarily in
dividend-paying common stocks of established companies. In pursuing its
objective, the Series emphasizes companies with favorable prospects for
increasing dividend income, and secondarily, capital appreciation. Over time,
the income component (dividends and interest earned) of the Series' investments
is expected to be a significant contributor to the Series' total return. The
Series' income yield is expected to be significantly above that of the Standard
& Poor's 500 Stock Index ("S&P 500"). Total return will consist primarily of
dividend income and secondarily of capital appreciation (or depreciation).

The investment program of the Series is based on several premises. First,
the Series' Sub-Adviser, T. Rowe Price, believes that, over time, dividend
income can account for a significant component of the total return from equity
investments. Second, dividends are normally a more stable and predictable source
of return than capital appreciation. While the price of a company's stock
generally increases or decreases in response to short-term earnings and market
fluctuations, its dividends are generally less volatile. Finally, T. Rowe Price
believes that stocks which distribute a high level of current income tend to
have less price volatility than those which pay below average dividends.

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potential, the Series also uses a value-oriented approach, which means it
invests in stocks it believes are currently undervalued in the market place. The
Series' investments will generally be made in companies which share some of the
following characteristics: established operating histories; above-average
current dividend yields relative to the S&P 500; low price-earnings ratios
relative to the S&P 500; sound balance sheets and other financial
characteristics; and low stock price relative to the company's underlying value
as measured by assets, earnings, cash flow or business franchises.

The Series may also invest its assets in fixed income securities
(corporate, government, and municipal bonds of various maturities). The Series
would invest in municipal bonds when the expected total return from such bonds
appears to exceed the total returns obtainable from corporate or government
bonds of similar credit quality.

Series O may invest in debt securities of any type without regard to
quality or rating. Such securities would be purchased in companies which meet
the investment criteria for the Series. Such securities may include securities
rated below investment grade (e.g., securities rated Ba or lower by Moody's or
BB or lower by S&P). The Series will not purchase such a security (commonly
referred to as a "junk bond") if immediately after such purchase the Series
would have more than 10 percent of its total assets invested in such securities.
See "Investment Methods and Risk Factors" -- "Risks Associated with Investment
in High-Yield Lower-Rated Debt Securities" for a discussion of the risks
associated with investing in such securities.

The Series' investments in foreign securities include non-dollar
denominated securities traded outside of the U.S. and dollar denominated
securities traded in the U.S. (such as ADRs). The Series may invest up to 25
percent of its total assets in foreign securities. See the discussion of the
risks associated with investing in foreign securities under "Investment Methods
and Risk Factors," "American Depositary Receipts (ADRs)," "Currency Risk" and
"Foreign Investment Risks."

The Series may also engage in a variety of investment management practices,
such as buying and selling futures and options. The Series may buy and sell
futures contracts (and options on such contracts) to manage its exposure to
changes in securities prices and foreign currencies and as an efficient means of
adjusting its overall exposure to certain markets. The Series may purchase,
sell, or write call and put options on securities, financial indices, and
foreign currencies. The Series may write call and put options only on a
"covered" basis. It is the Series' operating policy that initial margin deposits
and premiums on options used for non-hedging purposes will not equal more than 5
percent of the Series' net asset value and, with respect to options on
securities, the total market value of securities against which the Series has
written call or put options may not exceed 25 percent of its total assets. The
Series will not commit more than 5 percent of its total assets to premiums when
purchasing call or put options. The Series may also invest up to 10 percent of
its total assets in hybrid instruments which are described under "Investment
Methods and Risk Factors" -- "Hybrid Instruments." Also see the discussion of
"Forward Currency Transactions," "Futures Contracts and Related Options" and
"Options" under "Investment Methods and Risk Factors."

The Series may also invest in restricted securities described under
"Investment Methods and Risk Factors." The Series' investment in such
securities, other than Rule 144A securities, is limited to 5 percent of its net
assets. Series O may invest in securities on a "when issued" or "delayed
delivery basis" as discussed in "Investment Methods and Risk Factors." The
Series may borrow money as described under "Investment Methods and Risk Factors"
- -- "Borrowing." The Series may not purchase securities when borrowings exceed 5
percent of its total assets. The Series may hold a certain portion of its assets
in money market securities, including repurchase agreements, in the two highest
rating categories, maturing in one year or less. For temporary, defensive
purposes, the Series may invest without limitation in such securities. The
Series may lend securities to broker-dealers, other institutions, or other
persons to earn additional income. The value of loaned securities may not exceed
33 1/3 percent of the Series' total assets. See "Investment Methods and Risk
Factors" -- "Lending of Portfolio Securities" for a discussion of the risks
associated with securities lending.

INVESTMENT METHODS AND RISK FACTORS

Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Series are described in the
"Investment Objectives and Policies" section of this Prospectus and in the
Fund's Statement of Additional Information. The following is a description of
certain additional risk factors related to various securities, instruments and
techniques. The risks so described only apply to those Series which may invest
in such securities and instruments or which use such techniques. Also included
is a general description of some of the investment instruments, techniques and
methods which may be used by one or more of the Series. The methods described
only apply to those Series which may use such methods. Although a Series may
employ the techniques, instruments and methods described below, consistent with
its investment objective and policies and any applicable law, no Series will be
required to do so.
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INVESTMENT VEHICLES

CONVERTIBLE SECURITIES AND WARRANTS -- Convertible securities are debt or
preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than non-convertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of common stock at a specified price any time during the
life of the warrants (generally two or more years).

U.S. GOVERNMENT SECURITIES -- Certain Series may invest in U.S. Government
securities which include obligations issued or guaranteed (as to principal and
interest) by the United States Government or its agencies (such as the Small
Business Administration, the Federal Housing Administration, and Government
National Mortgage Association), or instrumentalities (such as Federal Home Loan
Banks and Federal Land Banks), and instruments fully collateralized with such
obligations such as repurchase agreements. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury; others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Government National Mortgage Association (GNMA) certificates
are mortgage-backed securities representing part ownership of a pool of mortgage
loans on which timely payment of interest and principal is guaranteed by the
full faith and credit of the U.S. Government. Although U.S. Government
securities are guaranteed by the U.S. Government, its agencies or
instrumentalities, shares of the Funds are not so guaranteed in any way.

MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities (MBSs), including
mortgage pass-through securities and collateralized mortgage obligations (CMOs),
include certain securities issued or guaranteed by the United States government
or one of its agencies or instrumentalities, such as the Government National
Mortgage Association (GNMA), Federal National Mortgage Association (FNMA), or
Federal Home Loan Mortgage Corporation (FHLMC); securities issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities; and securities issued by private issuers that represent an
interest in or are collateralized by mortgage loans. A mortgage pass-through
security is a pro rata interest in a pool of mortgages where the cash flow
generated from the mortgage collateral is passed through to the security holder.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities.

Series E and N may invest in securities known as "inverse floating
obligations," "residual interest bonds," or "interest-only" (IO) and
"principal-only" (PO) bonds, the market values of which will generally be more
volatile than the market values of most MBSs. An inverse floating obligation is
a derivative adjustable rate security with interest rates that adjust or vary
inversely to changes in market interest rates. The term residual interest bond
is used generally to describe those instruments in collateral pools, such as
CMOs, which receive any excess cash flow generated by the pool once all other
bondholders and expenses have been paid. IOs and POs are created by separating
the interest and principal payments generated by a pool of mortgage-backed bonds
to create two classes of securities. Generally, one class receives interest only
payments (IO) and the other class principal only payments (PO). MBSs have been
referred to as "derivatives" because the performance of MBSs is dependent upon
and derived from underlying securities.

Investment in MBSs poses several risks, including prepayment, market and
credit risks. Prepayment risk reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Series may invest
in CMOs which are subject to greater risk of prepayment. Market risk reflects
the chance that the price of the security may fluctuate over time. The price of
MBSs may be particularly sensitive to prevailing interest rates, the length of
time the security is expected to be outstanding and the liquidity of the issue.
In a period of unstable interest rates, there may be decreased demand for
certain types of MBSs, and a Series invested in such securities wishing to sell
them may find it difficult to find a buyer, which may in turn decrease the price
at which they may be sold. IOs and POs are acutely sensitive to interest rate
changes and to the rate of principal prepayments. They are very volatile in
price and may have lower liquidity than most mortgage-backed securities. Certain
CMOs may also exhibit these qualities, especially those which pay variable rates
of interest which adjust inversely with and more rapidly than short-term
interest rates. Credit risk reflects the chance that the Fund may not receive
all or part of its principal because the issuer or credit enhancer has defaulted
on its obligations. Obligations issued by U.S. Government-related entities are
guaranteed by the agency or instrumentality, and some, such as GNMA
certificates, are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others, such
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as those of the FNMA, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others, are supported
only by the credit of the instrumentality. Although securities issued by U.S.
Government-related agencies are guaranteed by the U.S. Government, its agencies
or instrumentalities, shares of the Fund are not so guaranteed in any way. The
performance of private label MBSs, issued by private institutions, is based on
the financial health of those institutions. There is no guarantee the Series'
investment in MBSs will be successful, and the Series' total return could be
adversely affected as a result.

ASSET-BACKED SECURITIES -- Asset-backed securities represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, for example, automobile, credit card or trade
receivables. Asset-backed commercial paper, one type of asset-backed security,
is issued by a special purpose entity, organized solely to issue the commercial
paper and to purchase interests in the assets. The credit quality of these
securities depends primarily upon the quality of the underlying assets and the
level of credit support and/or enhancement provided.

The underlying assets (e.g., loans) are subject to prepayments which
shorten the securities' weighted average life and may lower their return. If the
credit support or enhancement is exhausted, losses or delays in payment may
result if the required payments of principal and interest are not made. The
value of these securities also may change because of changes in the market's
perception of the creditworthiness of the servicing agent for the pool, the
originator of the pool, or the financial institution providing the credit
support or enhancement.

REAL ESTATE INVESTMENT TRUSTS (REITS) -- A REIT is a trust that invests in
a diversified portfolio of real estate holdings. Investment in REITs involves
certain special risks. Equity REITs may be affected by any changes in the value
of the underlying property owned by the trusts, while mortgage REITs may be
affected by the quality of any credit extended. Further, equity and mortgage
REITs are dependent upon management skill, are not diversified, and are
therefore subject to the risk of financing single or a limited number of
projects. Such trusts are also subject to heavy cash flow dependency, defaults
by borrowers, self liquidation, and the possibility of failing to qualify for
special tax treatment under Subchapter M of the Internal Revenue Code and to
maintain an exemption under the Investment Company Act of 1940. Finally, certain
REITs may be self-liquidating in that a specific term of existence is provided
for in the trust document. Such trusts run the risk of liquidating at an
economically inopportune time.

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES -- Purchase or sale of
securities on a "forward commitment" basis may be used to hedge against
anticipated changes in interest rates and prices. The price, which is generally
expressed in yield terms, is fixed at the time the commitment is made, but
delivery and payment for the securities take place at a later date. When-issued
securities and forward commitments may be sold prior to the settlement date, but
the Series will enter into when-issued and forward commitments only with the
intention of actually receiving or delivering the securities, as the case may
be; however, a Series may dispose of a commitment prior to settlement if the
Investment Manager or relevant Sub-Adviser deems it appropriate to do so. No
income accrues on securities which have been purchased pursuant to a forward
commitment or on a when-issued basis prior to delivery of the securities. If a
Series disposes of the right to acquire a when-issued security prior to its
acquisition or disposes of its right to deliver or receive against a forward
commitment, it may incur a gain or loss. At the time a Series enters into a
transaction on a when-issued or forward commitment basis, a segregated account
consisting of cash or liquid securities equal to the value of the when-issued or
forward commitment securities will be established and maintained with its
custodian and will be marked to market daily. There is a risk that the
securities may not be delivered and that the Series may incur a loss.

RESTRICTED SECURITIES -- Restricted securities are acquired through private
placement transactions, directly from the issuer or from security holders,
generally at higher yields or on terms more favorable to investors than
comparable publicly traded securities. However, the restrictions on resale of
such securities may make it difficult for a Series to dispose of such securities
at the time considered most advantageous, and/or may involve expenses that would
not be incurred in the sale of securities that were freely marketable. Trading
restricted securities pursuant to Rule 144A may enable a Series to dispose of
restricted securities at a time considered to be advantageous and/or at a more
favorable price than would be available if such securities were not traded
pursuant to Rule 144A. However, the Rule 144A market is relatively new and
liquidity of a Series' investment in such market could be impaired if trading
does not develop or declines. Risks associated with restricted securities
include the potential obligation to pay all or part of the registration expenses
in order to sell certain restricted securities. A considerable period of time
may elapse between the time of the decision to sell a security and the time a
Series may be permitted to sell it under an effective registration statement.
If, during a period, adverse conditions were to develop, a Series might obtain a
less favorable price than prevailing when it decided to sell.

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relevant Sub-Adviser may consider: (1) the frequency of trades and quotes; (2)
the number of dealers and potential purchasers; (3) dealer undertakings to make
a market; and (4) the nature of the security and of the market place trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers and the mechanics of transfer). Investing in Rule 144A securities could
have the effect of increasing the amount of a Series' assets invested in
illiquid securities to the extent that qualified institutional buyers become
uninterested, for a time, in purchasing these securities.

AMERICAN DEPOSITARY RECEIPTS (ADRS) -- ADRs are dollar-denominated receipts
issued generally by U.S. banks and which represent the deposit with the bank of
a foreign company's securities. ADRs are publicly traded on exchanges or
over-the-counter in the United States. Investors should consider carefully the
substantial risks involved in investing in securities issued by companies of
foreign nations, which are in addition to the usual risks inherent in domestic
investments. See "Foreign Investment Risks," below.

BRADY BONDS -- Certain Series may invest in "Brady Bonds," which are debt
restructurings that provide for the exchange of cash and loans for newly issued
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 restructuring under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady.
Brady Bonds recently have been issued by the governments of Argentina, Brazil,
Bulgaria, Costa Rica, Dominican Republic, Jordan, Mexico, Nigeria, The
Philippines, Uruguay and Venezuela, and are expected to be issued by Ecuador and
Poland and other emerging market countries. Approximately $150 billion in
principal amount of Brady Bonds has been issued to date, the largest proportion
having been issued by Mexico and Venezuela. Investors should recognize that
Brady Bonds have been issued only recently and, accordingly, do not have a long
payment history. Brady Bonds may be collateralized or uncollateralized, are
issued in various currencies (primarily the U.S. dollar) and are actively traded
in the secondary market for Latin American debt. The Salomon Brothers Brady Bond
Index provides a benchmark that can be used to compare returns of emerging
market Brady Bonds with returns in other bond markets, e.g., the U.S. bond
market.

Series K may invest in either collateralized or uncollateralized Brady
Bonds denominated in various currencies, while Series B may invest only in
collateralized bonds denominated in U.S. dollars. U.S. dollar-denominated,
collateralized Brady Bonds, which may be fixed rate par bonds or floating rate
discount bonds, are collateralized in full as to principal by U.S. Treasury zero
coupon bonds having the same maturity as the bonds. Interest payments on such
bonds generally are collateralized by cash or securities in an amount that, in
the case of fixed rate bonds, is equal to at least one year of rolling interest
payments or, in the case of floating rate bonds, initially is equal to at least
one year's rolling interest payments based on the applicable interest rate at
the time and is adjusted at regular intervals thereafter.

LOAN PARTICIPATIONS AND ASSIGNMENTS -- Certain Series may invest in fixed
and floating rate loans ("Loans") arranged through private negotiations between
a corporate or foreign entity and one or more financial institutions
("Lenders"). The majority of Series K's investments in Loans in emerging markets
is expected to be in the form of participations in Loans ("Participations") and
assignments of portions of Loans from third parties ("Assignments").
Participations typically will result in a Series having a contractual
relationship only with the Lender, not with the borrower. The Series will have
the right to receive payments of principal, interest and any fees to which it is
entitled only from the Lender selling the Participation and only upon receipt by
the Lender of the payments from the borrower. In connection with purchasing
Participations, the Series generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement relating to the Loan ("Loan
Agreement"), nor any rights of set-off against the borrower, and the Series may
not directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, the Series will assume the credit risk
of both the borrower and the Lender that is selling the Participation.

In the event of the insolvency of the Lender selling a Participation, the
Series may be treated as a general creditor of the Lender and may not benefit
from any set-off between the Lender and the borrower. The Series will acquire
Participations only if the Lender interpositioned between the Series and the
borrower is determined by the Investment Manager or relevant Sub-Adviser to be
creditworthy. When a Series purchases Assignments from Lenders, the Series will
acquire direct rights against the borrower on the Loan. However, since
Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the Series as
the purchaser of an Assignment may differ from, and be more limited than, those
held by the assigning Lender.

A Series may have difficulty disposing of Assignments and Participations.
The liquidity of such securities is limited and the Series anticipates that such
securities could be sold only to a limited number of institutional investors.
The lack of a liquid secondary market could have an adverse impact on the value
of such securities and on the Series' ability to dispose of particular
Assignments or Participations when necessary to meet the Series' liquidity needs
or in response to a specific economic event, such as a deterioration in the
creditworthiness of the borrower. The lack of a liquid secondary market for
Assignments and Participations also may make it more difficult for the Series to
assign a value to those securities for purposes of valuing Series' portfolio and
calculating its net asset value.

ZERO COUPON SECURITIES -- Certain Series may invest in certain zero coupon
securities that are "stripped" U.S.
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Treasury notes and bonds. Certain Series also may invest in zero coupon and
other deep discount securities issued by foreign governments and domestic and
foreign corporations, including certain Brady Bonds and other foreign debt and
payment-in-kind securities. Zero coupon securities pay no interest to holders
prior to maturity, and payment-in-kind securities pay interest in the form of
additional securities. However, a portion of the original issue discount on zero
coupon securities and the "interest" on payment-in-kind securities will be
included in the investing Series' income. Accordingly, for a Series to qualify
for tax treatment as a regulated investment company and to avoid certain taxes
(see "Distributions and Federal Income Tax Considerations"), the Series may be
required to distribute an amount that is greater than the total amount of cash
it actually receives. These distributions must be made from the Series' cash
assets or, if necessary, from the proceeds of sales of portfolio securities. A
Series will not be able to purchase additional income-producing securities with
cash used to make such distributions and its current income ultimately may be
reduced as a result. Zero coupon and payment-in-kind securities usually trade at
a deep discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash.

SOVEREIGN DEBT -- Certain Series may invest in sovereign debt securities of
emerging market governments, including Brady Bonds (described above).
Investments in such securities involve special risks. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance with
the terms of such debt. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt, and in turn the Series' net asset
value, to a greater extent than the volatility inherent in domestic fixed income
securities. 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 reserves, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
the debt service burden to the economy as a whole, the sovereign debtor's policy
toward principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due, may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debt.

The occurrence of political, social or diplomatic changes in one or more of
the countries issuing sovereign debt could adversely affect the Series'
investments. Emerging markets are faced with social and political issues and
some of them have experienced high rates of inflation in recent years and have
extensive internal debt. Among other effects, high inflation and internal debt
service requirements may adversely affect the cost and availability of future
domestic sovereign borrowing to finance governmental programs, and may have
other adverse social, political and economic consequences. Political changes or
a deterioration of a country's domestic economy or balance of trade may affect
the willingness of countries to service their sovereign debt. Although the
Investment Manager or relevant Sub-Adviser intends to manage the Series in a
manner that will minimize the exposure to such risks, there can be no assurance
that adverse political changes will not cause the Series to suffer a loss of
interest or principal on any of its holdings.

In recent years, some of the emerging market countries in which Series K
expects to invest have encountered difficulties in servicing their sovereign
debt obligations. Some of these countries have withheld payments of interest
and/or principal of sovereign debt. These difficulties have also led to
agreements to restructure external debt obligations--in particular, commercial
bank loans, typically by rescheduling principal payments, reducing interest
rates and extending new credits to finance interest payments on existing debt.
In the future, holders of emerging market sovereign debt securities may be
requested to participate in similar rescheduling of such debt. Certain emerging
market countries are among the largest debtors to commercial banks and foreign
governments. At times certain emerging market countries have declared a
moratorium on the payment of principal and interest on external debt; such a
moratorium is currently in effect in certain emerging market countries. There is
no bankruptcy proceeding by which a creditor may collect in whole or in part
sovereign debt on which an emerging market government has defaulted.

The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payment could be affected.

Investors should also be aware that certain sovereign debt instruments in
which the Series may invest involve great risk. As noted above, sovereign debt
obligations issued
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by emerging market governments generally are deemed to be the equivalent in
terms of quality to securities rated below investment grade by Moody's and S&P.
Such securities are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse conditions.
Some of such securities, with respect to which the issuer currently may not be
paying interest or may be in payment default, may be comparable to securities
rated D by S&P or C by Moody's. The Series may have difficulty disposing of and
valuing certain sovereign debt obligations because there may be a limited
trading market for such securities. Because there is no liquid secondary market
for many of these securities, the Fund anticipates that such securities could be
sold only to a limited number of dealers or institutional investors. Certain
sovereign debt securities may be illiquid.

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS
- -- A repurchase agreement is a contract under which a Series would acquire a
security for a relatively short period (usually not more than 7 days) subject to
the obligation of the seller to repurchase and the Series to resell such
security at a fixed time and price. The resale price is in excess of the
purchase price and reflects an agreed-upon market rate unrelated to the coupon
rate of the purchased security. Repurchase agreements will be fully
collateralized including interest earned thereon during the entire term of the
agreement. If the institution defaults on the repurchase agreement, the Series
will retain possession of the underlying securities. If bankruptcy proceedings
are commenced with respect to the seller, realization on the collateral by the
Series may be delayed or limited and the Series may incur additional costs. In
such case, the Series will be subject to risks associated with changes in market
value of the collateral securities. Each of the Series intends to limit
repurchase agreements to institutions believed by the Investment Manager or
relevant Sub-Adviser to present minimal credit risk.

Certain Series may also enter into reverse repurchase agreements with the
same parties with whom they may enter into repurchase agreements. Under a
reverse repurchase agreement, the Series would sell securities and agree to
repurchase them at a particular price at a future date. Reverse repurchase
agreements involve the risk that the market value of the securities retained in
lieu of sale by the Series may decline below the price of the securities the
Series has sold but is obligated to repurchase. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive an extension of
time to determine whether to enforce the Series' obligation to repurchase the
securities, and the Series' use of the proceeds of the reverse repurchase
agreement may effectively be restricted pending such decision.

Certain Series also may enter into "dollar rolls," in which the Series
sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Series would forego principal and interest paid on such securities. The Series
would be compensated by the difference between the current sales price and the
forward price for the future purchase, as well as by the interest earned on the
cash proceeds of the initial sale.

At the time a Series enters into reverse repurchase agreements or dollar
rolls, it will establish and maintain a segregated account with its custodian
containing cash or liquid securities having a value not less than the repurchase
price, including accrued interest. Reverse repurchase agreements and dollar
rolls will be treated as borrowings and will be deducted from the Series' assets
for purposes of calculating compliance with the Series' borrowing limitation.
See "Borrowing," below.

MANAGEMENT PRACTICES

CASH RESERVES -- Each Series may establish and maintain reserves as the
Investment Manager or relevant Sub-Adviser believes is advisable to facilitate
the Series' cash flow needs (e.g., redemptions, expenses and, purchases of
portfolio securities) or for temporary, defensive purposes. Such reserves may be
invested in domestic, and for certain Series, foreign money market instruments
rated within the top two credit categories by a national rating organization, or
if unrated, the Investment Manager or Sub-Adviser equivalent. Series K, M, N and
O may invest in shares of other investment companies. A Series' investment in
shares of other investment companies may not exceed immediately after purchase
10 percent of the Series' total assets and no more than 5 percent of its total
assets may be invested in the shares of any one investment company. Investment
in the shares of other investment companies has the effect of requiring
shareholders to pay the operating expenses of two mutual funds.

BORROWING -- Each Series may borrow money from banks as a temporary measure
for emergency purposes, to facilitate redemption requests, or for other purposes
consistent with the Series' investment objective and program. Such borrowings
may be collateralized with Series assets. Borrowings will not exceed 5 percent
of the total assets of each Series except Series M, N and O, borrowings of which
may not exceed 33 1/3 percent of total assets. To the extent that a Series
purchases securities while it has outstanding borrowings, it is using leverage,
i.e., using borrowed funds for investment. Leveraging will exaggerate the effect
on net asset value of any increase or decrease in the market value of a Series'
portfolio. Money borrowed for leveraging will be subject to interest costs that
may or may not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on the securities
purchased. A Series also may be required to maintain minimum average balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of credit; either of these
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requirements would increase the cost of borrowing over the stated interest rate.
Series O may not purchase securities when borrowings exceed 5 percent of its
total assets.

FORWARD CURRENCY TRANSACTIONS -- In seeking to protect against currency
exchange rate or interest rate changes that are adverse to their present or
prospective positions, certain Series may employ certain risk management
practices involving the use of forward currency contracts and options contracts,
futures contracts and options on futures contracts on U.S. and foreign
government securities and currencies. Series K also may enter into interest
rate, currency and index swaps and purchase or sell related caps, floors and
collars and other derivatives. See "Swaps, Caps, Floors and Collars" below.
There can be no assurance that such risk management practices will succeed. Only
a limited market, if any, currently exists for forward currency contracts and
options and futures instruments relating to currencies of most emerging markets,
to securities denominated in such currencies or to securities of issuers
domiciled or principally engaged in business in such emerging markets. To the
extent that such a market does not exist, a Sub-Adviser may not be able to
effectively hedge its investment in such emerging markets.

To attempt to hedge against adverse movements in exchange rates between
currencies, certain Series may enter into forward currency contracts for the
purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. Such Series may enter into
forward currency contracts either with respect to specific transactions or with
respect to the respective Series' portfolio positions. For example, when a
Series anticipates making a purchase or sale of a security, it may enter into a
forward currency contract in order to set the rate (either relative to the U.S.
dollar or another currency) at which a currency exchange transaction related to
the purchase or sale will be made. Further, if the Investment Manager or
relevant Sub-Adviser believes that a particular currency may decline compared to
the U.S. dollar or another currency, certain Series may enter into a forward
contract to sell the currency the Investment Manager or Sub-Adviser expects to
decline in an amount up to the value of the portfolio securities held by the
Fund denominated in a foreign currency.

The Series' use of forward currency contracts or options and futures
transactions involve certain investment risks and transaction costs to which
they might not otherwise be subject. These risks include: dependence on the
Investment Manager or relevant Sub-Adviser's ability to predict movements in
exchange rates; imperfect correlation between movements in exchange rates and
movements in the currency hedged; and the fact that the skills needed to
effectively hedge against the Series' currency risks are different from those
needed to select the securities in which a Series invests. The Series also may
conduct foreign currency exchange transactions on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market.

OPTIONS -- A call option on a security gives the purchaser of the option,
in return for a premium paid to the writer (seller), the right to buy the
underlying security at the exercise price at any time during the option period.
Upon exercise by the purchaser, the writer (seller) of a call option has the
obligation to sell the underlying security at the exercise price. When a Series
purchases a call option, it will pay a premium to the party writing the option
and a commission to the broker selling the option. If the option is exercised by
such Series, the amount of the premium and the commission paid may be greater
than the amount of the brokerage commission that would be charged if the
security were to be purchased directly. By writing a call option, a Series
assumes the risk that it may be required to deliver the security having a market
value higher than its market value at the time the option was written. A Series
will write call options in order to obtain a return on its investments from the
premiums received and will retain the premiums whether or not the options are
exercised. Any decline in the market value of the Series' portfolio securities
will be offset to the extent of the premiums received (net of transaction
costs). If an option is exercised, the premium received on the option will
effectively increase the exercise price.

The Series may write only covered call options. This means that the Series
will own the security or currency subject to the option or an option to purchase
the same underlying security or currency, having an exercise price equal to or
less than the exercise price of the "covered" option, or will establish and
maintain with its custodian for the term of the option, an account consisting of
cash or liquid securities having a value equal to the fluctuating market value
of the optioned securities or currencies. During the option period the writer of
a call option has given up the opportunity for capital appreciation above the
exercise price should market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying security decline.
Writing call options also involves the risk relating to the Series' ability to
close out options it has written.

A call option on a stock index is similar to a call option on an individual
security, except that the value of the option depends on the weighted value of
the group of securities comprising the index and all settlements are made in
cash. A call option may be terminated by the writer (seller) by entering into a
closing purchase transaction in which it
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purchases an option of the same series as the option previously written.

A put option on a security gives the purchaser of the option, in return for
premium paid to the writer (seller), the right to sell the underlying security
at the exercise price at any time during the option period. Upon exercise by the
purchaser, the writer of a put option has the obligation to purchase the
underlying security at the exercise price. The Series may write only covered put
options, which means that the Series will maintain in a segregated account cash
or liquid securities in an amount not less than the exercise price or the Series
will own an option to sell the underlying security or currency subject to the
option having an exercise price equal to or greater than the exercise price of
the "covered" option at all times which the put option is outstanding. By
writing a put option, the Series assumes the risk that it may be required to
purchase the underlying security at a price in excess of its current market
value.

A put option on a stock index is similar to a put option on an individual
security, except that the value of the option depends on the weighted value of
the group of securities comprising the index and all settlements are made in
cash.

A Series may sell a call option or a put option which it has previously
purchased prior to purchase (in the case of a call) or the sale (in the case of
a put) of the underlying security. Any such sale would result in a net gain or
loss depending on whether the amount received on the sale is more or less than
the premium and other transaction costs paid on the call or put which is sold.

FUTURES CONTRACTS AND RELATED OPTIONS -- Certain Series may buy and sell
futures contracts (and options on such contracts) to manage exposure to changes
in securities prices and foreign currencies and as an efficient means of
adjusting overall exposure to certain markets. A financial futures contract
calls for delivery of a particular security at a certain time in the future. The
seller of the contract agrees to make delivery of the type of security called
for in the contract and the buyer agrees to take delivery at a specified future
time. A Series may also write call options and purchase put options on financial
futures contracts as a hedge to attempt to protect the Series' securities from a
decrease in value. When a Series writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, the
purchaser of a put option on a futures contract is entitled (but not obligated)
to sell a futures contract at a fixed price during the life of the option.

Financial futures contracts include interest rate futures contracts and
stock index futures contracts. An interest rate futures contract obligates the
seller of the contract to deliver, and the purchaser to take delivery of,
interest rate securities called for in a contract at a specified future time at
a specified price. A stock index assigns relative values to common stocks
included in the index and the index fluctuates with changes in the market values
of the common stocks included. A stock index futures contract is a bilateral
contract pursuant to which two parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference between
the stock index value at the close of the last trading day of the contract and
the price at which the futures contract is originally struck. An option on a
financial futures contract gives the purchaser the right to assume a position in
the contract (a long position if the option is a call and a short position if
the option is a put) at a specified exercise price at any time during the period
of the option.

REGULATORY MATTERS RELATED TO FUTURES AND OPTIONS -- In connection with its
proposed futures and options transactions, the Fund filed for the Series with
the CFTC a notice of eligibility for exemption from the definition of (and
therefore from CFTC regulation as) a "commodity pool operator" under the
Commodity Exchange Act. The Fund represents in its notice of eligibility that:
(i) it will not purchase or sell futures or options on futures contracts or
stock indices if as a result the sum of the initial margin deposits on its
existing futures contracts and related options positions and premiums paid for
options on futures contracts or stock indices would exceed 5 percent of each
Series' assets; and (ii) with respect to each futures contract purchased or long
position in an option contract, each Series will set aside in a segregated
account cash or liquid securities in an amount equal to the market value of such
contract less the initial margin deposit.

The Staff of Securities and Exchange Commission ("SEC") has taken the
position that the purchase and sale of futures contracts and the writing of
related options may involve senior securities for the purposes of the
restrictions contained in Section 18 of the Investment Company Act of 1940 on
investment companies' issuing senior securities. However, the Staff has issued
letters declaring that it will not recommend enforcement action under Section 18
if an investment company: (i) sells futures contracts to offset expected
declines in the value of the investment company's securities, provided the value
of such futures contracts does not exceed the total market value of those
securities (plus such additional amount as may be necessary because of
differences in the volatility factor of the securities vis-a-vis the futures
contracts); (ii) writes call options on futures contracts, stock indexes or
other securities, provided that such options are covered by the investment
company's holding of a corresponding long futures position, by its ownership of
securities which correlate with the underlying stock index, or otherwise; (iii)
purchases futures contracts, provided the investment company establishes a
segregated account consisting of cash or liquid securities in an amount equal to
the total market value of such futures contracts less the initial margin
deposited therefor; and (iv) writes put options on futures contracts, stock
indexes or other securities, provided that such options are covered by the
investment company's holding of a corresponding short futures position, by
establishing a cash segregated account in an amount equal to the value of its
obligation under the option, or otherwise.
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24
<PAGE>

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Each Series will conduct its purchases and sales of any futures contracts
and writing of related options transactions in accordance with the foregoing.

SWAPS, CAPS, FLOORS AND COLLARS -- Series K may enter into interest rate,
currency and index swaps, the purchase or sale of related caps, floors and
collars and other derivative instruments. The Series expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
technique for managing the portfolio's duration (i.e., the price sensitivity to
changes in interest rates) or to protect against any increase in the price of
securities the Series anticipates purchasing at a later date. The Series intends
to use these transactions as hedges and not as speculative investments, and will
not sell interest rate caps or floors if it does not own securities or other
instruments providing the income the Series may be obligated to pay at a later
date.

Interest rate swaps involve the exchange by the Series with another party
of their respective commitments to pay or receive interest (for example, 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 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 the cap to the extent that a
specified index exceeds a predetermined interest rate. The purchase of an
interest rate floor entitles the purchaser to receive payments on a notional
principal amount from the party selling the 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 return within a
predetermined range of interest rates or values.

HYBRID INSTRUMENTS -- These instruments (which are derivatives) can combine
the characteristics of securities, futures and options. For example, the
principal amount, redemption or conservation terms of a security could be
related to the market price of some commodity, currency or securities index. The
risks of such investments would reflect the risks of investing in futures,
options and securities, including volatility and illiquidity. Such securities
may bear interest or pay dividends at below market (or even relatively nominal)
rates. Under certain conditions, the redemption value of such an investment
could be zero. Hybrids can have volatile prices and limited liquidity and their
use by the Series may not be successful.

RISK FACTORS

GENERAL -- Each Series' net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions and, if applicable,
its net currency exposure. The value of fixed income securities generally
fluctuates inversely with interest rate movements. Longer term bonds held by a
Series are subject to greater interest rate risk. There is no assurance that any
Series will achieve its investment objective.

FUTURES AND OPTIONS RISK -- Futures contracts and options can be highly
volatile and could result in reduction of a Series' total return, and a Series'
attempt to use such investments for hedging purposes may not be successful.
Successful futures strategies require the ability to predict future movements in
securities prices, interest rates and other economic factors. Losses from
options and futures could be significant if a Series is unable to close out its
position due to distortions in the market or lack of liquidity. A Series' risk
of loss from the use of futures extends beyond its initial investment and could
potentially be unlimited.

The use of futures, options and forward contracts involves investment risks
and transaction costs to which a Series would not be subject absent the use of
these strategies. If the Investment Manager or relevant Sub-Adviser seeks to
protect a Series against potential adverse movements in the securities, foreign
currency or interest rate markets using these instruments, and such markets do
not move in a direction adverse to such Series, such Series could be left in a
less favorable position than if such strategies had not been used. Risks
inherent in the use of futures, options and forward contracts include: (a) the
risk that interest rates, securities prices and currency markets will not move
in the directions anticipated; (b) imperfect correlation between the price of
futures, options and forward contracts and movements in the prices of the
securities or currencies being hedged; (c) the fact that skills needed to use
these strategies are different from those needed to select portfolio securities;
(d) the possible absence of a liquid secondary market for any particular
instrument at any time; and (e) the possible need to defer closing out certain
hedged positions to avoid adverse tax consequences. A Series' ability to
terminate option positions established in the over-the-counter market may be
more limited than in the case of exchange-traded options and may also involve
the risk that securities dealers participating in such transactions would fail
to meet their obligations to such Series.

The use of options and futures involves the risk of imperfect correlation
between movements in options and futures prices and movements in the price of
securities which are the subject of a hedge. Such correlation, particularly with
respect to options on stock indices and stock index futures, is imperfect, and
such risk increases as the composition of the Series diverges from the
composition of the relevant index. The successful use of these strategies also
depends on the ability of the Investment Manager or relevant Sub-Adviser to
correctly forecast interest rate movements and general stock market price
movements.

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are the issuers thereof usually subject to the SEC's reporting requirements.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available with respect to U.S. securities and
issuers. Foreign securities markets, while growing in volume, have for the most
part substantially less volume than United States securities markets and
securities for foreign companies are generally less liquid and at times their
prices may be more volatile than prices of comparable United States companies.
Foreign stock exchanges, brokers and listed companies generally are subject to
less government supervision and regulation than in the United States. The
customary settlement time for foreign securities may be longer than the
customary settlement time for United States securities. A Series' income and
gains from foreign issuers may be subject to non-U.S. withholding or other
taxes, thereby reducing its income and gains. In addition, with respect to some
foreign countries, there is the increased possibility of expropriation or
confiscatory taxation, limitations on the removal of funds or other assets of
the Series, political or social instability, or diplomatic developments which
could affect the investments of the Series in those countries. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
rate of savings and capital reinvestment, resource self-sufficiency and balance
of payments positions.

CURRENCY RISK -- Series that invest in securities denominated in currencies
other than the U.S. dollar, will be affected favorably or unfavorably by
exchange control regulations or changes in the exchange rates between such
currencies and the U.S. dollar. Changes in currency exchange rates will
influence the value of a Series' shares, and also may affect the value of
dividends and interest earned by the Series and gains and losses realized by the
Series. In addition, the Series may incur costs in connection with the
conversion or transfer of foreign currencies. Currencies generally are evaluated
on the basis of fundamental economic criteria (e.g., relative inflation and
interest rate levels and trends, growth rate forecasts, balance of payments
status and economic policies) as well as technical and political data. The
exchange rates between the U.S. dollar and other currencies are determined by
supply and demand in the currency exchange markets, the international balance of
payments, governmental intervention, speculation and other economic and
political conditions. If the currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the currency would
adversely affect the value of the security expressed in U.S. dollars.

EMERGING MARKETS RISKS -- Because of the special risks associated with
investing in emerging markets, an investment in a Series investing in such
markets should be considered speculative. Investors are strongly advised to
consider carefully the special risks involved in emerging markets, which are in
addition to the usual risks of investing in developed foreign markets around the
world. Investing in emerging markets involves risks relating to potential
political and economic instability within such markets and the risks of
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation in any emerging market, the Series could lose its entire investment
in that market. Many emerging market countries have experienced substantial, and
in some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging market
countries. Economies in emerging markets generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be affected adversely by economic conditions in the countries with which they
trade.

The securities markets of emerging countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States and
other major markets. There also may be a lower level of monitoring and
regulation of emerging securities markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited. Emerging markets may include former communist countries. There is a
possibility that these countries may revert back to communism. In addition,
brokerage commissions, custodial services and other costs relating to investment
in foreign markets generally are more expensive than in the United States,
particularly with respect to emerging markets. Such markets have different
settlement and clearance procedures. In certain markets there have been times
when settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. The inability of
the Series to make intended securities purchases due to settlement problems
could cause the Series to forego attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result
either in losses to the Series due to subsequent declines in value of the
portfolio security or, if the Series has entered into a contract to sell the
security, could result in possible liability to the purchaser.

- --------------------------------------------------------------------------------
suspend redemption of its shares for any period during which an emergency
exists, as determined by the SEC. Accordingly, when the Series believes that
appropriate circumstances warrant, it will promptly apply to the SEC for a
determination that an emergency exists within the meaning of Section 22(e) of
the 1940 Act. During the period commencing from the Series' identification of
such conditions until the date of SEC action, the portfolio securities of the
Series in the affected markets will be valued at fair value as determined in
good faith by or under the direction of the Fund's Board of Directors.

RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD LOWER-RATED DEBT SECURITIES
- -- Investment in debt securities rated below investment grade involves a high
degree of risk. Debt securities rated BB, B, CCC, CC and C by S&P and Ba, B Caa,
Ca and C by Moody's, 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. For S&P, BB indicates the lowest
degree of speculation and C the highest degree of speculation. For Moody's, Ba
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Similarly, debt rated Ba or BB and below is
regarded by the relevant rating agency as speculative. Debt rated C by Moody's
or S&P is the lowest quality debt that is not in default as to principal or
interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions. These
securities are the equivalent of high yield, high risk bonds. As noted above,
certain Series may invest in debt securities rated below C, which are in default
as to principal and/or interest. Ratings of debt securities represent the rating
agency's opinion regarding their quality and are not a guarantee of quality.
Rating agencies attempt to evaluate the safety of principal and interest
payments and do not evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit quality in response to
subsequent events, so that an issuer's current financial condition may be better
or worse than a rating indicates.

DESCRIPTION OF CORPORATE BOND RATINGS

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MOODY'S
INVESTORS STANDARD & POOR'S
SERVICE, INC. CORPORATION DEFINITION

Aaa AAA Highest quality
Aa AA High quality

A A Upper medium grade

Baa BBB Medium grade
Ba BB Lower medium grade/
speculative elements

B B Speculative
Caa CCC More speculative/
Ca CC possibly in or

C C high risk of default

--- D In default
Not rated Not rated Not rated
- --------------------------------------------------------------------------------
For a more complete description of the corporate bond ratings, see the
Appendix to the Fund's Statement of Additional Information.

The market value of lower quality debt securities tends to reflect
individual developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. Similarly, certain emerging market governments that issue lower
quality debt securities are among the largest debtors to commercial banks,
foreign governments and supranational organizations such as the World Bank and
may not be able or willing to make principal and/or interest repayments as they
come due. The risk of loss due to default by the issuer is significantly greater
for the holders of lower quality securities because such securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may also decrease the values and liquidity of lower quality
securities, especially in a thinly traded market.

Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Series. If an issuer exercises these provisions in a declining
- --------------------------------------------------------------------------------
27
<PAGE>

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interest rate market, the Series may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. In addition,
the Series may have difficulty disposing of lower quality securities because
there may be a thin trading market for such securities. There may be no
established retail secondary market for many of these securities, and the Series
anticipates that such securities could be sold only to a limited number of
dealers or institutional investors. The lack of a liquid secondary market also
may have an adverse impact on market prices of such instruments and may make it
more difficult for the Series to obtain accurate market quotations for purposes
of valuing the securities in the portfolio of the Series.

Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Series will adversely impact
net asset value of the Series. See "Investment Methods and Risk Factors" in the
Statement of Additional Information. In addition to the foregoing, such factors
may include: (i) potential adverse publicity; (ii) heightened sensitivity to
general economic or political conditions; and (iii) the likely adverse impact of
a major economic recession. A Series also may incur additional expenses to the
extent it is required to seek recovery upon a default in the payment of
principal or interest on its portfolio holdings, and the Series may have limited
legal recourse in the event of a default. Debt securities issued by governments
in emerging markets can differ from debt obligations issued by private entities
in that remedies from defaults generally must be pursued in the courts of the
defaulting government, and legal recourse is therefore somewhat diminished.
Political conditions, in terms of a government's willingness to meet the terms
of its debt obligations, also are of considerable significance. There can be no
assurance that the holders of commercial bank debt may not contest payments to
the holders of debt securities issued by governments in emerging markets in the
event of default by the governments under commercial bank loan agreements.

MANAGEMENT OF THE FUND

The management of the Fund's business and affairs is the responsibility of
the Fund's Board of Directors. Security Management Company, LLC (the "Investment
Manager"), 700 SW Harrison, Topeka, Kansas 66636-0001, is responsible for
selection and management of the Fund's portfolio investments. The Investment
Manager is a limited liability company, which is ultimately controlled by
Security Benefit Life Insurance Company, a mutual life insurance company with
$15.5 billion of insurance in force. The Investment Manager also acts as
investment adviser to Security Growth and Income Fund, Security Ultra Fund,
Security Income Fund, Security Cash Fund, Security Equity Fund, and Security
Tax-Exempt Fund. The Investment Manager currently manages $3.5 billion in
assets.

The Investment Manager has engaged Lexington Management Corporation
("Lexington"), Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663, to
provide investment advisory services to Series D and Series K of the Fund.
Pursuant to the agreements, Lexington furnishes investment advisory, statistical
and research facilities, supervises and arranges for the purchase and sale of
securities on behalf of Series D and K and provides for the compilation and
maintenance of records pertaining to such investment advisory services, subject
to the control and supervision of the Board of Directors of the Fund and the
Investment Manager. Lexington is a wholly-owned subsidiary of Lexington Global
Asset Managers, Inc., a Delaware corporation with offices at Park 80 West, Plaza
Two, Saddle Brook, New Jersey 07663. Descendants of Lunsford Richardson, Sr.,
their spouses, trusts and other related entities have a majority voting control
of the outstanding shares of Lexington Global Asset Managers, Inc. Lexington
which was established in 1938 currently serves as an investment adviser,
Sub-adviser and/or sponsor to 21 investment companies with varying objectives
and manages over $3.8 billion in assets.

Lexington has entered into a sub-advisory contract with MFR Advisors, Inc.
("MFR"), One Liberty Plaza, New York, New York 10006, under which MFR will
provide Series K with investment and economic research services. MFR has been an
investment adviser since 1992 and currently acts as investment adviser to Global
High Yield Fund, Global Asset Allocation Fund and Emerging Markets Total Return
Fund, a sub-adviser to the Lexington Ramirez Global Income Fund and also serves
as an institutional manager for private clients. MFR is a subsidiary of Maria
Fiorini Ramirez, Inc. ("Ramirez"), which was established in August of 1992 to
provide global economic consulting services. Ramirez owns 80 percent and
Security Benefit Group, Inc. ("SBG") owns 20 percent of the outstanding common
stock of MFR. Maria Fiorini Ramirez owns 100 percent of the outstanding capital
stock of Ramirez, and Security Benefit Life Insurance Company owns 100 percent
of the outstanding common stock of SBG.

The Investment Manager has entered into a sub-advisory agreement with
Meridian Investment Management Corporation ("Meridian"), 12835 East Arapahoe
Road, Tower II, 7th Floor, Englewood, Colorado 80112. Pursuant to the agreement,
Meridian furnishes investment advisory, statistical and research facilities,
supervises and arranges for the purchase and sale of equity securities on behalf
of Series M and provides for the compilation and maintenance of records
pertaining to such investment advisory services, subject to the control and
supervision of the Board of Directors of the Fund and the Investment Manager.
Meridian is a wholly-owned subsidiary of Meridian Management & Research
Corporation which is controlled by its two stockholders, Michael J. Hart and
Craig T. Callahan.

- --------------------------------------------------------------------------------
arranges for the purchase and sale of securities on behalf of Series N and O and
provides for the compilation and maintenance of records pertaining to such
investment advisory services, subject to the control and supervision of the
Board of Directors of the Fund and the Investment Manager. T. Rowe Price is a
publicly held company, which with its affiliates manages over $95 billion in
assets for over 4.5 million individual and institutional investor accounts.

The Investment Manager pays Lexington an annual fee equal to .50 percent of
the average net assets of Series D and .35 percent of the average net assets of
Series K, respectively, for management services provided to Series D and K. For
the services provided to Lexington by MFR, MFR, receives from Lexington, on an
annual basis, a fee equal to .15 percent of the average net assets of Series K,
calculated daily and payable monthly.

The Investment Manager pays T. Rowe Price an annual fee equal to .50
percent of the first $50,000,000 of average net assets of Series N and .40
percent of the average net assets of Series N in excess of $50,000,000 for
management services provided to that Series. Such fee is calculated daily and
payable monthly. This schedule is subject to a minimum first year investment
management fee of $100,000. The Investment Manager pays T. Rowe Price an annual
fee equal to .50 percent of the first $20,000,000 of average net assets of
Series O and .40 percent of such assets in excess of $20,000,000 for management
services provided to Series O. For any month in which the average daily net
assets of Series O exceeds $50,000,000, T. Rowe Price will waive .10 percent of
its investment management fee on the first $20,000,000 of average net assets of
the Series. Such fee is calculated daily and payable monthly.

The Investment Manager pays Meridian an annual fee equal to a percentage of
the average daily closing value of the net assets of Series M, computed on a
daily basis, according to the following schedule:

AVERAGE DAILY NET ASSETS OF THE SERIES ANNUAL FEE
- -------------------------------------- ----------
Less than $100 Million........................... .40%, plus
$100 Million but less than $200 Million.......... .35%, plus
$200 Million but less than $400 Million.......... .30%, plus
$400 Million or more............................. .25%

The Investment Manager also acts as administrative agent for each Series of
the Fund, and as such performs administrative functions, bookkeeping, accounting
and pricing functions for the Fund. For providing these services, the Investment
Manager receives on an annual basis a fee of .045 percent of the average daily
net assets of the Fund. For these services, the Investment Manager also
receives, with respect to Series D, K, M and N, an annual fee equal to the
greater of .10 percent of each Series' average net assets or $60,000. The
Investment Manager has arranged for Lexington to provide certain administrative
services relating to Series D of the Fund, including performing certain
accounting functions and the pricing function for these Series. For such
services, the Investment Manager pays Lexington the following amounts: (i) an
annual base fee of $9,000 per series per contract year, and (ii) the greater of
a minimum fund fee of $47,000 per series per contract year, OR, an amount equal
to the following percentages of the aggregate assets of the series:

AGGREGATE ASSET FEE

AVERAGE DAILY NEW ASSETS COMPENSATION
Less than $500 million........................... .07%, plus
$500 million but less than $1 billion............ .045%, plus
$1 billion or more............................... .025%

The expense ratio of each Series for the fiscal year ended December 31,
1996, was as follows: Series A - .83 percent; Series B - .84 percent; Series C -
.58 percent; Series D - 1.30 percent; Series E - .83 percent; Series S - .84
percent; Series J - .84 percent; Series K - .84 percent; Series M - 1.34
percent; Series N - 1.45 percent; and Series O - 1.15 percent. During the fiscal
year ended December 31, 1996, the Investment Manager waived the management fee
of Series K, and during the fiscal year ending December 31, 1997, the Investment
Manager will waive the management fee of Series K. In the absence of such
waiver, the expense ratio for Series K would have been higher.

PORTFOLIO MANAGEMENT

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1995. The fixed income portion of the Series B portfolio is managed by the Fixed
Income Team of the Investment Manager consisting of John Cleland, Jane Tedder,
Tom Swank, Steve Bowser, Barb Davison, David Eshnaur, Elaine Miller and Paulette
Schwerdt. The Fixed Income Team is responsible for determining general
investment strategy and monitoring portfolio guidelines. Tom Swank, Portfolio
Manager, has day-to-day responsibility for managing the fixed income portion of
Series B's portfolio and has managed this portion of the portfolio since 1994.
SERIES D (WORLDWIDE EQUITY SERIES) is managed by an investment management team
of Lexington. Richard T. Saler and Alan Wapnick have the day-to-day
responsibility for managing the investments of Series D and have managed the
Series since 1994. SERIES E (HIGH GRADE INCOME SERIES) is managed by the Fixed
Income Team described above. Tom Swank and Steve Bowser have day-to-day
responsibility for managing Series E and have managed the Series since June
1997. SERIES J (EMERGING GROWTH SERIES) and SERIES S (SOCIAL AWARENESS SERIES)
are managed by the Investment Manager's Small Capitalization Team and Social
Responsibility Team, respectively, each of which consists of John Cleland, Chief
Investment Strategist, Cindy Shields, Larry Valencia and Frank Whitsell. The
Small Capitalization Team and the Social Responsibility Team are responsible for
determining general investment strategy and monitoring portfolio guidelines.
Cindy Shields, Portfolio Manager, has day-to-day responsibility for managing
Series J and Series S and has managed the Series since 1994. SERIES K (GLOBAL
AGGRESSIVE BOND SERIES) is managed by an investment management team of Lexington
and MFR. Denis P. Jamison and Maria Fiorini Ramirez have day-to-day
responsibility for managing Series K and have managed the Series since its
inception in 1995. SERIES M (SPECIALIZED ASSET ALLOCATION SERIES) is managed by
an investment management team of portfolio managers of the Investment Manager
and Meridian. Jane Tedder, Senior Economist of the Investment Manager, has
day-to-day responsibility for managing the fixed-income portion of the Series'
portfolio and has had responsibility for the Series since January 1996. Pat
Boyle, portfolio manager of Meridian, has day-to-day responsibility for managing
the equity portion of the Series' portfolio. He has had day-to-day
responsibility for managing the equity portion of the Series since August 1997.
SERIES N (MANAGED ASSET ALLOCATION SERIES) is managed by an Investment Advisory
Committee of T. Rowe Price consisting of Edmund M. Notzon, Chairman, Heather R.
Landon, James M. McDonald, Jerome Clark, Peter Van Dyke, M. David Testa and
Richard T. Whitney. Mr. Notzon has had day-to-day responsibility for managing
the Series since its inception in 1995. SERIES O (EQUITY INCOME SERIES) is
managed by an Investment Advisory Committee of T. Rowe Price consisting of Brian
C. Rogers, Chairman, Thomas H. Broadus, Jr., Richard P. Howard and William J.
Stromberg. Mr. Rogers has had day-to-day responsibility for managing the Series
since its inception in 1995.

Steve Bowser is Assistant Vice President and Portfolio Manager of the
Investment Manager. Prior to joining the Investment Manager in 1992, he was
Assistant Vice President and Portfolio Manager with the Federal Home Loan Bank
of Topeka from 1989 to 1992. He was employed at the Federal Reserve Bank of
Kansas City in 1988 and began his career with the Farm Credit System from 1982
to 1987, serving as a Senior Financial Analyst and Assistant Controller. He
graduated with a Bachelor of Science degree from Kansas State University in
1982. He is a Chartered Financial Analyst.

Pat Boyle is a research analyst and portfolio manager of Meridian. He has
four years of investment experience and is a Chartered Financial Analyst. Mr.
Boyle graduated from the University of Denver with a B.S.B.A. degree in Finance.

John D. Cleland has been involved in the securities industry for more than
30 years. Before joining the Investment Manager in 1968, he was involved in the
investment business in securities and residential and commercial real estate for
approximately ten years. Mr. Cleland earned a Bachelor of Science degree from
the University of Kansas and an M.B.A. from Wharton School of Finance,
University of Pennsylvania.

Denis P. Jamison, C.F.A., Senior Vice President, Director Fixed Income
Strategy, is responsible for fixed-income portfolio management for Lexington. He
is a member of the New York Society of Security Analysts. Mr. Jamison has more
than 20 years investment experience. Prior to joining Lexington in 1981, Mr.
Jamison had spent nine years at Arnold Bernhard & Company, an investment
counseling and financial services organization. At Bernhard, he was a Vice
President supervising the security analyst staff and managing investment
portfolios. He is a specialist in government, corporate and municipal bonds. Mr.
Jamison is a graduate of the City College of New York with a B.A. in Economics.

Terry A. Milberger is a Vice President and Senior Portfolio Manager of the
Investment Manager. Mr. Milberger has more than 20 years of investment
experience. He began his career as an investment analyst in the insurance
industry and from 1974 through 1978 he served as an assistant portfolio manager
for the Investment Manager. He was then employed as Vice President of Texas
Commerce Bank and managed its pension fund assets until he returned to the
Investment Manager in 1981. Mr. Milberger holds a bachelor's degree in business
and an M.B.A. from the University of Kansas and is a Chartered Financial
Analyst. His investment philosophy is based on patience and opportunity for the
long-term investor.

Edmund M. Notzon joined T. Rowe Price in 1989 and has been managing
investments since 1991. Prior to joining T. Rowe Price, Mr. Notzon was Director
of the Analysis and Evaluation Division at the U.S. Environmental Protection
Agency.

Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in 1968. In 1972, she moved to Banco Nazionale De Lavoro in
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30
<PAGE>

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New York. The following year, she started a ten year association with Merrill
Lynch, serving as Vice President and Senior Money Market Economist. She joined
Becker Paribas in 1984 as Vice President and Senior Money Market Economist
before joining Drexel Burnham Lambert that same year as First Vice President and
Money Market Economist. She was promoted to Managing Director of Drexel in 1986.
From April 1990 to August 1992, Ms. Ramirez was the President and Chief
Executive Officer of Maria Ramirez Capital Consultants, Inc., a subsidiary of
John Hancock Freedom Securities Corporation. Ms. Ramirez established MFR in
August, 1992. She is known in international financial, banking and economic
circles for her assessment of the interaction between global economic policy and
political trends and their effect on investments. Ms. Ramirez holds a B.A. in
Business Administration/ Economics from Pace University.

Brian C. Rogers joined T. Rowe Price in 1982 and has been managing
investments since 1983.

Richard T. Saler is a Senior Vice President of Lexington and is responsible
for international investment analysis and portfolio management. He has eleven
years of investment experience. Mr. Saler has focused on international markets
since first joining Lexington in 1986. Most recently he was a strategist with
Nomura Securities and rejoined Lexington in 1992. Mr. Saler is a graduate of New
York University with a B.S. Degree in Marketing and an M.B.A. in Finance from
New York University's Graduate School of Business Administration.

Cindy L. Shields, Portfolio Manager of the Investment Manager, has eight
years experience in the securities field. Ms. Shields has been a portfolio
manager since 1994, and prior to that time, she served as a research analyst for
the Investment Manager. She is a Chartered Financial Analyst. Ms. Shields
graduated from Washburn University with a Bachelor of Business Administration
degree, majoring in finance and economics. She joined the Investment Manager in
1989.

Tom Swank, Portfolio Manager of the Investment Manager, has over ten years
of experience in the investment field. He is a Chartered Financial Analyst.
Prior to joining the Investment Manager in 1992, he was an Investment
Underwriter and Portfolio Manager for U.S. West Financial Services, Inc. from
1986 to 1992. From 1984 to 1986, he was a Commercial Credit Officer for United
Bank of Denver. From 1982 to 1984, he was employed as a Bank Holding Company
examiner for the Federal Reserve Bank of Kansas City - Denver Branch. Mr. Swank
graduated from Miami University in Ohio with a Bachelor of Science degree in
Finance in 1982 and earned a Master of Business Administration degree from the
University of Colorado.

Jane Tedder, Senior Economist of the Investment Manager, has 20 years of
experience in the investment field. Ms. Tedder has been a portfolio manager for
the Investment Manager since 1983. Prior to joining the Investment Manager in
1983, she served as Vice President and Trust Officer of Douglas County Bank in
Kansas. Ms. Tedder earned a bachelor's degree in education from Oklahoma State
University and advanced diplomas from National Graduate Trust School,
Northwestern University, and Stonier Graduate School of Banking, Rutgers
University. She is a Chartered Financial Analyst.

Alan Wapnick is a Senior Vice President of Lexington and is responsible for
equity analyst and portfolio management. He has 27 years investment experience.
Prior to joining Lexington in 1986, Mr. Wapnick was an equity analyst with
Merrill Lynch, J. & W. Seligman, Dean Witter and most recently Union Carbide
Corporation. Mr. Wapnick is a graduate of Dartmouth College and received a
Master's Degree in Business Administration from Columbia University.

SALE AND REDEMPTION OF SHARES

Shares of the Fund will be sold to SBL for allocation to variable annuity
or variable life separate accounts. Shares are sold and redeemed at their net
asset value next determined after receipt of a purchase or redemption order. No
sales or redemption charge is made. The value of shares redeemed may be more or
less than the stockholder's cost, depending upon the market value of the
portfolio securities at the time of redemption. Payment for shares redeemed will
be made as soon as practicable after receipt, but in no event later than seven
days after tender, except that the Fund may suspend the right of redemption
during any period when trading on the New York Stock Exchange is restricted or
such Exchange is closed for other than weekends or holidays, or any emergency is
deemed to exist by the Securities and Exchange Commission.

DISTRIBUTIONS AND FEDERAL
INCOME TAX CONSIDERATIONS

Each Series intends to separately qualify and elects to be treated each
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code (the "Code") and, therefore, generally will not be liable for
federal income taxes to the extent its net investment income and capital gains
are distributed. The Fund expects to distribute, at least once a year,
substantially all of each Series' net investment income and net realized capital
gains. Such distributions will be reinvested on the payable date in additional
shares of the respective Series at the net asset value thereof as of the record
date (reduced by an amount equal to the amount of the distribution), unless the
shareholder elects to receive cash. Each Series will be treated separately in
determining the amounts of income and capital gains distributions to the
variable life insurance accounts and the variable annuity accounts. For this
purpose, each Series will reflect only the income and gains, net of losses, of
that Series.

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total assets is represented by any one investment, no more than 70 percent is
represented by any two investments, no more than 80 percent is represented by
any three investments, and no more than 90 percent is represented by any four
investments. If a Series fails to meet the diversification requirements under
Code section 817(h), income with respect to life insurance policies and annuity
contracts invested in the Series at any time during the calendar quarter in
which the failure occurred could become currently taxable to the owners of such
policies and contracts and income for prior periods with respect to the policies
and contracts also could be taxable, most likely in the year of the failure to
achieve the required diversification. Other adverse tax consequences could also
ensue. If a Series fails to qualify as a regulated investment company, the
results would be substantially the same as a failure to meet the diversification
requirements under Code section 817(h).

Certain requirements relating to the qualification of a Series as a
regulated investment company and to the satisfaction of the Code section 817(h)
diversification requirements may limit the extent to which a Series will be able
to engage in certain investment practices, including transactions in options,
futures contracts, forwards, swaps and other types of derivative securities
transactions. In addition, if a Series were unable to dispose of portfolio
securities due to settlement problems relating to foreign investments or due to
the holding of illiquid securities, the Series' ability to qualify as a
regulated investment company and to satisfy the Code section 817(h)
diversification requirements might be affected.

See "Distributions and Federal Income Tax Considerations" in the Statement
of Additional Information for more information on taxes, including information
on the taxation of distributions from a Series. The federal tax consequences to
purchasers of SBL's variable annuity contracts and variable life insurance
policies registered under the Securities Act of 1933 are described in the
prospectus applicable to such contracts and such policies, respectively.

FOREIGN TAXES

Investment income and gains received from sources within foreign countries
may be subject to foreign income and other taxes. In this regard, withholding
tax rates in countries with which the United States does not have a tax treaty
are often as high as 30 percent or more. The United States has entered into tax
treaties with many foreign countries which entitle certain investors to a
reduced tax rate (generally 10 to 15 percent) or to certain exemptions from tax.
The Fund intends to operate so as to qualify for such reduced tax rates or tax
exemptions whenever possible. While policyholders and contractowners will
indirectly bear the cost of any foreign tax withholding, they will not be able
to claim foreign tax credit or deduction for taxes paid by the Fund.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Series is determined as of the close
of regular trading hours on the New York Stock Exchange on each day that the
Exchange is open for trading (normally 3:00 p.m. Central time). The
determination is made by dividing the value of the portfolio securities of each
Series, plus any cash or other assets, less all liabilities, by the number of
shares of each Series outstanding. Securities listed or traded on a recognized
securities exchange will be valued on the basis of the last sales price. If
there are no sales on a particular day, then the securities are valued at the
last bid price. If a security is traded on multiple exchanges, its value will be
based on prices from the principal exchange where it is traded. All other
securities for which market quotations are available are valued on the basis of
the last current bid price. If there is no bid price or if the bid price is
deemed unsatisfactory by the Board of Directors or by the Investment Manager,
then the securities are valued in good faith by such method as the Board of
Directors determines will reflect the fair market value.

The Fund will generally value short-term securities at prices based on
market quotations for securities of similar type, yield, quality and duration,
except that securities with 60 days or less to maturity may be valued on the
basis of the amortized cost valuation technique. The amortized cost valuation
technique involves 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.

A similar procedure may be used for portfolio instruments when they reach
60 days to maturity, with the value of the instrument on the 61st day being used
rather than cost. 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 Fund would receive if the security were sold.

Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the New York Stock Exchange. The
values of foreign securities used in computing the net asset value of the shares
of Series investing in foreign securities generally are determined as of the
close of such foreign markets or the close of the New York Stock Exchange if
earlier. Foreign currency exchange rates are generally determined prior to the
close of the New York Stock Exchange. Trading on foreign exchanges and in
foreign currencies may not take place on every day the New York Stock Exchange
is open. Conversely trading in various foreign markets may take place on days
when the New York Stock Exchange is not open and on other days when the Fund's
net asset values are not calculated. Consequently, the calculation of the net
asset value may not occur contemporaneously with the determination of the most
current market prices for the securities included in such calculation, and
events affecting the value of such securities and such exchange rates that
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32
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occur between the times at which they are determined and the close of the New
York Stock Exchange will not be reflected in the computation of net asset value.
If during such periods, events occur that materially affect the value of such
securities, the securities will be valued at their fair market value as
determined in good faith by the Board of Directors.

For purposes of determining the net asset value per share of the Fund, all
assets and liabilities initially expressed in foreign currencies will be
converted into United States dollars at the mean between the bid and offer
prices of such currencies against United States dollars quoted by any major U.S.
bank.

TRADING PRACTICES AND BROKERAGE

The annual portfolio turnover rate of Series A, S, J and M may exceed 100
percent, and at times may exceed 150 percent. The annual turnover rate of Series
E and K may exceed 100 percent. The annual turnover rate of Series B, D, N and O
generally will not exceed 100 percent. Since Series C's investment policies
require a maturity shorter than thirteen months, its portfolio turnover rate
will generally be 0 percent, although the portfolio will turn over many times
during a year as a result of security maturities.

The portfolio turnover rates of the Series for the fiscal year ended
December 31, 1996 were as follows: Series A - 57 percent; Series B - 58 percent;
Series D - 115 percent; Series E - 232 percent; Series S - 67 percent; Series J
- - 123 percent; Series K - 86 percent; Series M - 40 percent; Series N - 41
percent; and Series O - 22 percent. The portfolio turnover rates for Series A,
B, D, E, S and J for the fiscal year ended December 31, 1995 were 83 percent, 94
percent, 169 percent, 180 percent, 122 percent and 202 percent, respectively.
The annualized portfolio turnover rates for Series K, M, N and O for the period
June 1, 1995 (date of inception) to December 31, 1995 were 127 percent, 181
percent, 26 percent and 3 percent, respectively. Higher portfolio turnover
subjects the Series to increased brokerage costs and may in some cases, have
adverse tax effects on the Series or its stockholders.

The rates of portfolio turnover may be substantially higher during any
period when changing market or economic conditions suggest a shift in portfolio
emphasis. Thus, a portfolio turnover rate in excess of 100 percent will not
necessarily indicate a variation from the stated investment policy.

Transactions in portfolio securities are effected in the manner deemed to
be in the best interest of the Series. In selecting a broker to execute a
specific transaction, all relevant factors will be considered such as the
broker's ability to obtain the best execution of a particular transaction.
Portfolio transactions may be directed to brokers who furnish investment
information or research services to the Investment Manager or who sell shares of
the Series. Although the Investment Manager may consider sales of shares of the
Series in the selection of a broker, this will not be a qualifying or
disqualifying factor.

Securities held by the Fund may also be held by other investment advisory
clients of the Investment Manager, including other investment companies, and by
Security Benefit Life Insurance Company ("SBL"). Purchases or sales of the same
security occurring on the same day (which may include orders from SBL) may be
aggregated and executed as a single transaction, subject to the Investment
Manager's obligation to seek best execution. Aggregated purchases or sales are
generally effected at an average price and on a pro rata basis (transaction
costs will also be shared on a pro rata basis) in proportion to the amounts
desired to be purchased or sold. See the Fund's Statement of Additional
Information for a more detailed description of aggregated transactions and
allocation of portfolio brokerage.

PERFORMANCE INFORMATION

The Fund may, from time to time, include the average annual total return
and total return of all Series in advertisements or reports to stockholders or
prospective investors. Quotations of average annual total return for any Series
will be expressed in terms of the average annual compounded rate of return on a
hypothetical investment in the Series over a period of 1, 5, and 10 years (up to
the life of the Series), and will assume that all dividends and distributions
are reinvested when paid.

Quotations of total return for any Series will be based on a hypothetical
investment in the Series for a certain period, and will assume that all
dividends and distributions are reinvested when paid. The net increase or
decrease in the value of the investment over the period will be divided by its
beginning value to arrive at total return for the period. Total return
calculated in this manner will differ from the average annual total return in
that it is not expressed in terms of an average rate of return.

Performance information for a Series may be compared, in reports and
promotional literature, to: (i) The Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), or other unmanaged indices so that
investors may compare a Series' results with those of a group of unmanaged
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, a widely used independent research firm which ranks mutual
funds by overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons who rank mutual funds on
overall performance or other criteria; and (iii) the Consumer Price Index
(measure for inflation) to assess the real rate of return from an investment in
the Series. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs and
expenses.

- --------------------------------------------------------------------------------
Company. Performance information for any Series reflects only the performance of
a hypothetical investment in the Series during a particular time period on which
the calculations are based. Performance information should be considered in
light of the Series' investment objectives and policies, characteristics and
quality of the portfolios, and the market conditions during the given time
period, and should not be considered as a representation of what may be achieved
in the future. For a description of the methods used to determine average annual
total return and total return for the Series, see the Statement of Additional
Information.

GENERAL INFORMATION

ORGANIZATION

SBL Fund has authorized the issuance of an indefinite number of shares of
capital stock of $1.00 par value. The Fund's shares are currently issued in
thirteen Series, A, B, C, D, E, S, J, K, M, N, O, P and V. The shares of each
Series represent a pro rata beneficial interest in that Series' net assets and
in the earnings and profits or losses derived from the investment of such
assets.

Upon issuance and sale, such shares will be fully paid, nonassessable and
redeemable. These shares have no preemptive rights, but the shareholders of each
Series are entitled to receive dividends as declared for that Series by the
Board of Directors of the Fund.

The shares of each Series have cumulative voting rights for the election of
directors. On matters affecting a particular Series, each share of that Series
has equal voting rights with each other share and there are no preferences as to
conversion, exchange, retirement or liquidation. On other matters, all shares
(irrespective of Series) are entitled to one vote each. Pursuant to the rules
and regulations of the Securities and Exchange Commission, in certain instances
a vote of the outstanding shares of the combined Series may not modify the
rights of holders of a particular Series without the approval of a majority of
the shares of that Series.

The Fund does not generally hold annual meetings of stockholders and will
do so only when required by law. Stockholders may remove directors from office
by votes cast in person or by proxy at a meeting of stockholders. Such a meeting
will be called at the written request of the holders of 10 percent of the Fund's
outstanding shares.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT

UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri, acts as the
custodian for the portfolio securities of Series A, B, C, E, S and J. The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245 acts as
custodian for the portfolio securities of Series D, K, M, N, and O, including
those held by foreign banks and foreign securities depositories which qualify as
eligible foreign custodians under rules adopted by the Securities and Exchange
Commission. Security Management Company, LLC acts as the Fund's transfer and
dividend-paying agent.

CONTRACTOWNER INQUIRIES

Contractowners who have questions concerning the Fund or wish to obtain
additional information, may write to SBL Fund at 700 SW Harrison St., Topeka,
Kansas 66636-0001, or call (785) 431-3127 or 1-800-888-2461, extension 3127.
- --------------------------------------------------------------------------------
34

<PAGE>

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SBL FUND
Member of the Security Benefit Group of Companies
700 Harrison, Topeka, Kansas 66636-0001

PROSPECTUS
MAY 1, 1997
AS SUPPLEMENTED AUGUST 1, 1997

SBL Fund (the "Fund") is an open-end, diversified series management
investment company offering portfolios with different investment objectives and
strategies.

SERIES C (MONEY MARKET SERIES) seeks as high a level of current income as
is consistent with preservation of capital by investing in money market
securities with varying maturities.

SERIES D (WORLDWIDE EQUITY SERIES) seeks long-term growth of capital
primarily through investment in common stocks and equivalents of companies
domiciled in foreign countries and the United States.

SERIES N (MANAGED ASSET ALLOCATION SERIES) seeks a high level of total
return by investing primarily in a diversified portfolio of debt and equity
securities.

SERIES O (EQUITY INCOME SERIES) seeks to provide substantial dividend
income and also capital appreciation by investing primarily in dividend-paying
common stocks of established companies.

SERIES P (HIGH YIELD SERIES) seeks high current income and as a secondary
objective, capital appreciation by investing in a combination of domestic and
foreign high-yield, lower rated debt securities (commonly known as "junk
bonds").

SERIES V (VALUE SERIES) seeks long-term growth of capital by investing
primarily in a diversified portfolio of common stocks, securities convertible
into common stocks, preferred stocks, and warrants which the Investment Manager
believes are undervalued.

AN INVESTMENT IN THE FUND, INCLUDING AN INVESTMENT IN SERIES C, IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. IN ADDITION TO OTHER RISKS, THE
HIGH YIELD, HIGH RISK BONDS IN WHICH SERIES B, SERIES K, SERIES N, SERIES O AND
SERIES P MAY INVEST ARE SUBJECT TO GREATER FLUCTUATIONS IN VALUE AND RISK OF
LOSS OF INCOME AND PRINCIPAL DUE TO DEFAULT BY THE ISSUER THAN ARE LOWER
YIELDING, HIGHER RATED BONDS.

AN INVESTMENT IN THE FUND INVOLVES RISK, INCLUDING LOSS OF PRINCIPAL, AND IS NOT
A DEPOSIT OR OBLIGATION OF, OR GUARANTEED BY ANY BANK. THE FUND IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY.
- --------------------------------------------------------------------------------
1
<PAGE>
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SBL FUND CONTENTS

Page

Financial Highlights....................................................... 3
SBL Fund................................................................... 5
Investment Objectives and Policies of the Series........................... 5
Series A (Growth Series).............................................. 5
Series B (Growth-Income Series)....................................... 5
Series C (Money Market Series)........................................ 6
Series D (Worldwide Equity Series).................................... 7
Series E (High Grade Income Series)................................... 8
Series S (Social Awareness Series).................................... 9
Series J (Emerging Growth Series)..................................... 10
Series K (Global Aggressive Bond Series).............................. 11
Series M (Specialized Asset Allocation Series)........................ 13
Series N (Managed Asset Allocation Series)............................ 14
Series O (Equity Income Series)....................................... 18
Series P (High Yield Series).......................................... 20
Series V (Value Series)............................................... 21
Investment Methods and Risk Factors........................................ 22
Management of the Fund..................................................... 32
Portfolio Management....................................................... 34
Sale and Redemption of Shares.............................................. 36
Distributions and Federal Income Tax Considerations........................ 36
Foreign Taxes.............................................................. 36
Determination of Net Asset Value........................................... 37
Trading Practices and Brokerage............................................ 37
Performance Information.................................................... 38
General Information........................................................ 38
Organization.......................................................... 38
Custodian, Transfer Agent and Dividend-Paying Agent................... 39
Contractowner Inquiries............................................... 39
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2
<PAGE>
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SBL FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
NET TOTAL
ASSET NET NET GAIN FROM DIVIDENDS DISTRI- NET
FISCAL VALUE INVEST- (LOSS) ON INVEST- (FROM NET BUTIONS ASSET
YEAR BEGIN- MENT SECURITIES MENT INVEST- (FROM RETURN TOTAL VALUE TOTAL
ENDED NING OF INCOME (REALIZED & OPERA- MENT CAPITAL OF DISTRI- END OF RETURN
DEC. 31 PERIOD (LOSS) UNREALIZED) TIONS INCOME) GAINS) CAPITAL BUTIONS PERIOD (d)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES A

1987(a) $12.73 $0.29 $ 0.711 $ 1.001 $(0.458) $(2.083) $ --- $ (2.541) $11.19 6.2%
1988 11.19 0.36 0.776 1.136 --- (0.006) --- (0.006) 12.32 10.2%
1989 12.32 0.40 3.90 4.30 (0.37) --- --- (0.37) 16.25 35.9%
1990 16.25 0.30 (1.95) (1.65) (0.64) (1.06) --- (1.70) 12.90 (9.8%)
1991 12.90 0.29 4.34 4.63 (0.27) --- --- (0.27) 17.26 36.1%
1992 17.26 0.23 1.615 1.845 (0.242) (0.533) --- (0.775) 18.33 11.1%
1993 18.33 0.39 2.076 2.466 (0.224) (0.752) --- (0.976) 19.82 13.7%
1994 19.82 0.20 (0.442) (0.242) (0.38) (3.198) --- (3.578) 16.00 (1.7%)
1995(h) 16.00 0.18 5.648 5.828 (0.153) (0.645) --- (0.798) 21.03 36.8%
1996(h) 21.03 0.18 4.495 4.675 (0.194) (1.201) --- (1.395) 24.31 22.7%

SERIES B

1987(a) $16.45 $0.63 $ 0.08 $ 0.71 $(0.937) $(0.513) $ --- $ (1.45) $15.71 3.6%
1988 15.71 1.14 1.888 3.028 --- (0.008) --- (0.008) 18.73 19.3%
1989 18.73 0.65 4.61 5.26 (1.03) (0.51) --- (1.54) 22.45 28.4%
1990 22.45 0.70 (1.70) (1.00) (0.67) (0.57) --- (1.24) 20.21 (4.4%)
1991 20.21 0.58 6.953 7.533 (0.66) (0.233) --- (0.893) 26.85 37.7%
1992 26.85 0.65 0.999 1.649 (0.583) (0.156) --- (0.739) 27.76 6.3%
1993 27.76 0.64 2.009 2.649 (0.679) --- --- (0.679) 29.73 9.6%
1994 29.73 0.51 (1.34) (0.83) (0.680) (1.68) --- (2.36) 26.54 (3.0%)
1995(h) 26.54 0.79 7.16 7.95 (0.540) --- --- (0.540) 33.95 30.1%
1996(h) 33.95 0.83 5.16 5.99 (0.778) (3.762) --- (4.54) 35.40 18.3%

SERIES C

1987(a) $12.08 $ 0.76 $ --- $ 0.76 $ (1.43) $ --- $ --- $ (1.43) $11.41 6.4%
1988 11.41 0.822 --- 0.822 (0.002) --- --- (0.002) 12.23 7.2%
1989(a) 12.23 1.09 --- 1.09 (0.53) --- --- (0.53) 12.79 9.0%
1990(a) 12.79 1.00 --- 1.00 (1.05) --- --- (1.05) 12.74 8.0%
1991(a) 12.74 0.69 0.01 0.70 (0.92) --- --- (0.92) 12.52 5.6%
1992 12.52 0.43 (0.03) 0.40 (0.71) --- --- (0.71) 12.21 3.2%
1993 12.21 0.29 0.027 0.317 (0.437) --- --- (0.437) 12.09 2.6%
1994 12.09 0.41 0.035 0.445 (0.265) --- --- (0.265) 12.27 3.7%
1995(h) 12.27 0.74 (0.085) 0.655 (0.585) --- --- (0.585) 12.34 5.4%
1996(a)(h) 12.34 0.61 0.01 0.62 (0.40) --- --- (0.40) 12.56 5.1%

SERIES D

1987(a) $11.62 $1.41 $(2.012) $(0.692) $ (2.888) $ --- $ --- $ (2.888) $ 8.13 (5.9%)
1988 8.13 1.22 (0.82) 0.40 --- --- --- --- 8.53 4.9%
1989 8.53 1.14 (1.81) (0.67) (1.33) --- --- (1.33) 6.53 (8.9%)
1990 6.53 1.00 (2.30) (1.30) (1.26) --- --- (1.26) 3.97 (22.7%)
1991(a)(b) 3.97 0.15 0.34 0.49 (0.55) --- --- (0.55) 3.91 12.7%
1992(a) 3.91 0.02 (0.122) (0.102) (0.048) --- --- (0.048) 3.76 (2.6%)
1993(a) 3.76 0.02 1.166 1.186 (0.006) --- --- (0.006) 4.94 31.6%
1994(a) 4.94 0.02 1.115 0.135 (0.005) --- --- (0.005) 5.07 2.7%
1995 5.07 0.05 0.4989 0.5489 (0.0009) (0.058) --- (0.0589) 5.56 10.9%
1996 5.56 0.03 0.93 0.96 (0.20) (0.18) --- (0.38) 6.14 17.5%

<CAPTION>
RATIO AVERAGE
RATIO OF OF NET COMMISSION
FISCAL NET ASSETS EXPENSES INCOME PAID PER
YEAR END OF TO (LOSS) TO PORTFOLIO INVESTMENT
ENDED PERIOD AVERAGE AVERAGE TURNOVER SECURITY
DEC. 31 (THOUSANDS) NET ASSETS NET ASSETS RATE TRADED(i)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SERIES A

1987(a) $127,627 0.64% 1.94% 249% $ N/A
1988 113,111 0.66% 2.47% 211% N/A
1989 144,576 0.79% 2.34% 113% N/A
1990 165,554 0.85% 2.31% 98% N/A
1991 235,115 0.87% 1.97% 95% N/A
1992 296,548 0.86% 1.46% 77% N/A
1993 317,407 0.86% 2.01% 108% N/A
1994 332,288 0.84% 1.13% 90% N/A
1995(h) 519,891 0.83% 1.13% 83% N/A
1996(h) 714,591 0.83% 0.90% 57% 0.0598

SERIES B

1987(a) $ 84,601 0.62% 3.31% 28% $ N/A
1988 106,620 0.64% 6.50% 33% N/A
1989 163,155 0.79% 4.03% 52% N/A
1990 197,472 0.87% 4.32% 62% N/A
1991 348,969 0.86% 3.39% 62% N/A
1992 467,208 0.86% 3.22% 56% N/A
1993 583,599 0.86% 2.63% 95% N/A
1994 595,154 0.84% 2.07% 43% N/A
1995(h) 795,113 0.83% 2.70% 94% N/A
1996(h) 956,586 0.84% 2.56% 58% 0.0602

SERIES C

1987(a) $ 44,463 0.66% 6.37% --- $ N/A
1988 82,904 0.65% 7.17% --- N/A
1989(a) 94,560 0.63% 8.58% --- N/A
1990(a) 73,599 0.60% 7.66% --- N/A
1991(a) 86,610 0.61% 5.42% --- N/A
1992 87,246 0.61% 3.19% --- N/A
1993 99,092 0.61% 2.65% --- N/A
1994 118,668 0.61% 3.70% --- N/A
1995(h) 105,436 0.60% 5.27% --- N/A
1996(a)(h) 128,672 0.58% 4.89% --- N/A

SERIES D

1987(a) $ 12,651 0.77% 12.71% 111% $ N/A
1988 12,310 0.67% 13.27% 108% N/A
1989 10,270 0.80% 13.97% 111% N/A
1990 5,522 0.93% 14.11% 96% N/A
1991(a)(b) 11,688 1.58% 3.95% 113% N/A
1992(a) 25,183 1.62% 0.50% 81% N/A
1993(a) 98,252 1.42% 0.38% 70% N/A
1994(a) 147,033 1.34% 0.50% 82% N/A
1995 177,781 1.31% 0.90% 169% N/A
1996 247,026 1.30% 0.74% 115% 0.0276
</TABLE>
- --------------------------------------------------------------------------------
3
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET TOTAL
ASSET NET NET GAIN FROM DIVIDENDS DISTRI- NET
FISCAL VALUE INVEST- (LOSS) ON INVEST- (FROM NET BUTIONS ASSET
YEAR BEGIN- MENT SECURITIES MENT INVEST- (FROM RETURN TOTAL VALUE TOTAL
ENDED NING OF INCOME (REALIZED & OPERA- MENT CAPITAL OF DISTRI- END OF RETURN
DEC. 31 PERIOD (LOSS) UNREALIZED) TIONS INCOME) GAINS) CAPITAL BUTIONS PERIOD (d)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SERIES E

1987(a) $11.87 $0.93 $ (0.658) $ 0.272 $(1.662) $ --- $ --- $ (1.662) $10.48 2.4%
1988 10.48 1.02 (0.26) 0.76 --- --- --- --- 11.24 7.3%
1989 11.24 0.73 0.59 1.32 (0.91) --- --- (0.91) 11.65 11.9%
1990 11.65 0.82 (0.07) 0.75 (0.73) --- --- (0.73) 11.67 6.7%
1991 11.67 0.76 1.17 1.93 (0.78) --- --- (0.78) 12.82 17.0%
1992 12.82 0.78 0.168 0.948 (0.748) --- --- (0.748) 13.02 7.4%
1993 13.02 0.64 1.02 1.66 (0.79) (0.11) --- (0.90) 13.78 12.6%
1994 13.78 0.76 (1.713) (0.953) (0.69) (0.617) --- (1.307) 11.52 (6.9%)
1995(h) 11.52 0.74 1.36 2.10 (0.76) --- --- (0.76) 12.86 18.6%
1996(h) 12.86 0.75 (0.853) (0.103) (0.757) --- --- (0.757) 12.00 (0.7%)

SERIES J

1992(c) $10.00 $ 0.01 $ 2.46 $ 2.47 $ --- $ --- $ --- $ --- $12.47 24.7%
1993 12.47 (0.01) 1.711 1.701 (0.001) --- --- (0.001) 14.17 13.6%
1994 14.17 (0.01) (0.713) (0.723) --- (0.007) --- (0.007) 13.44 (5.1%)
1995(h) 13.44 0.04 2.58 2.62 --- --- --- --- 16.06 19.5%
1996(h) 16.06 (0.04) 2.93 2.89 (0.029) (0.671) --- (0.700) 18.25 18.0%

SERIES S

1991(c) $10.00 $ 0.05 $ 0.50 $ 0.55 $ --- $ --- $ --- $ --- $10.55 5.5%
1992(a) 10.55 0.03 1.691 1.721 (0.021) --- --- (0.021) 12.25 16.4%
1993 12.25 0.02 1.432 1.452 (0.012) --- --- (0.012) 13.69 11.9%
1994 13.69 0.08 (0.595) (0.515) (0.02) (0.185) --- (0.205) 12.97 (3.7%)
1995(h) 12.97 0.09 3.507 3.597 (0.077) --- --- (0.077) 16.49 27.7%
1996(h) 16.49 0.03 3.073 3.103 (0.083) (0.43) --- (0.513) 19.08 18.8%

SERIES K

1995(a)(e)(g) $10.00 $ 0.54 $ 0.22 $ 0.76 $(0.466) $ (0.044) $ (0.03) $ (0.540) $10.22 7.6%
1996(g) 10.22 0.90 0.50 1.40 (0.77) (0.13) --- (0.90) 10.72 13.7%

SERIES M

1995(a)(e) $10.00 $ 0.169 $ 0.541 $ 0.71 $ --- $ --- $ --- $ --- $10.71 7.1%
1996 10.71 0.150 1.364 1.514 (0.119) (0.055) --- (.174) 12.05 14.2%

SERIES N

1995(a)(e) $10.00 $ 0.156 $ 0.574 $ 0.73 $ --- $ --- $ --- $ --- $10.73 7.3%
1996 10.73 0.193 1.175 1.368 (0.065) (0.013) --- (0.078) 12.02 12.8%

SERIES O

1995(a)(e) $10.00 $ 0.166 $ 1.534 $ 1.70 $ --- $ --- $ --- $ --- $11.70 17.0%
1996 11.70 0.169 2.173 2.342 (0.03) (0.002) --- (0.032) 14.01 20.0%

SERIES P

1996(a)(f)(g) $15.00 $ 0.51 $ 0.48 $ 0.99 $ --- $ --- $ --- $ --- $15.99 6.6%

1987(a) $ 22,025 0.75% 7.86% 138% $ N/A
1988 23,338 0.65% 9.17% 68% N/A
1989 34,811 0.78% 9.00% 56% N/A
1990 43,908 0.85% 8.83% 28% N/A
1991 63,602 0.86% 8.24% 24% N/A
1992 81,440 0.86% 7.41% 76% N/A
1993 112,900 0.86% 6.21% 151% N/A
1994 107,078 0.85% 6.74% 185% N/A
1995(h) 125,652 0.85% 6.60% 180% N/A
1996(h) 134,041 0.83% 6.77% 232% N/A

SERIES J

1992(c) $ 7,113 1.06% 0.22% 4% $ N/A
1993 42,096 0.91% (0.14%) 117% N/A
1994 76,940 0.88% (0.11%) 91% N/A
1995(h) 93,379 0.84% 0.26% 202%
1996(h) 148,421 0.84% (0.21%) 123% 0.0601

SERIES S

1991(c) $ 2,711 1.00% 1.49% 162% $ N/A
1992(a) 9,653 0.92% 0.24% 110% N/A
1993 19,490 0.90% 0.23% 105% N/A
1994 24,539 0.90% 0.75% 67% N/A
1995(h) 36,830 0.86% 0.75% 122% N/A
1996(h) 57,497 0.84% 0.30% 67% 0.0602

SERIES K

1995(a)(e)(g) $ 5,678 1.63% 11.03% 127% $ N/A
1996(g) 12,720 0.84% 10.79% 86% N/A

SERIES M

1995(a)(e) $ 15,976 1.94% 3.2% 181% $ N/A
1996 38,396 1.34% 2.73% 40% .0266

SERIES N

1995(a)(e) $ 10,580 1.90% 2.8% 26% $ N/A
1996 23,345 1.45% 2.67% 41% 0.0393

SERIES O

1995(a)(e) $ 13,528 1.40% 3.0% 3% $ N/A
1996 62,377 1.15% 2.62% 22% 0.0385

SERIES P

1996(a)(f)(g) $ 2,665 0.28% 8.24% 151% $ N/A
</TABLE>

(a) Net investment income per share has been calculated using the weighted
monthly average number of capital shares outstanding.

(e) Series K, M, N and O were initially capitalized on June 1, 1995 with net
asset values of $10 per share. Percentage amounts for the period have been
annualized, except for total return.

(f) Series P was initially capitalized on August 5, 1996 with a net asset value
of $15 per share. Percentage amounts for the period have been annualized,
except total return.

(g) Fund expenses were reduced by the Investment Manager during the periods,
and expense ratios absent such reimbursement would have been as follows:

1995 1996
----- -----

Series K 2.03% 1.59%
Series P ---- 0.88%

(h) Expense ratios were calculated without the reduction for custodian fees
earnings credits. Expense ratios with such reductions would have been as
follows:

1995 1996 1995 1996
----- ----- ----- -----

Series A 0.83% 0.83% Series E 0.85% 0.83%
Series B 0.83% 0.84% Series J 0.83% 0.84%
Series C 0.60% 0.58% Series S 0.84% 0.84%

(i) Brokerage commissions paid on portfolio transactions increase the cost of
securities purchased or reduce the proceeds of securities sold and are not
reflected in the Fund's statement of operations. Shares traded on a
principal basis, such as most over-the-counter and fixed-income
transactions, pay a "spread" or "mark-up" rather than a commission and are
therefore excluded from this calculation. Generally, non-U.S. commissions
are lower than U.S. commissions when expressed as cents per share but
higher when expressed as a percentage of transactions because of the lower
per-share prices of many non-U.S. securities. Prior to 1996, average
commission information was not required to be disclosed.
- --------------------------------------------------------------------------------
4
<PAGE>
- --------------------------------------------------------------------------------
SBL FUND

INVESTMENT OBJECTIVES AND POLICIES OF THE SERIES

SERIES A (GROWTH SERIES)

SERIES B (GROWTH-INCOME SERIES)

The investment objective of Series B is long-term growth of capital with
secondary emphasis on income. Series B seeks to achieve this objective through
investment in a diversified portfolio which will ordinarily consist principally
of common stocks, which may include ADRs, but may also include other securities
when deemed advisable. Such other securities may include (i) securities
convertible into common stocks; (ii) preferred stocks; (iii) debt securities
issued by U.S. corporations; (iv) securities issued by the U.S. Government or
any of its agencies or instrumentalities, including Treasury bills, certificates
of indebtedness, notes
- --------------------------------------------------------------------------------
No dealer, salesperson, or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus and in the "Statement of Additional Information," in connection with
the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Fund, the investment adviser, or the distributor.
- --------------------------------------------------------------------------------
5
<PAGE>
- --------------------------------------------------------------------------------
and bonds; (v) securities issued by foreign governments, their agencies, and
instrumentalities, and foreign corporations, provided that such securities are
denominated in U.S. dollars; (vi) higher yielding, high risk debt securities
(commonly referred to as "junk bonds"); and (vii) zero coupon securities. In the
selection of securities for investment, the potential for appreciation and
future dividends is given more weight than current dividends. From time to time,
Series B may purchase government bonds or commercial notes on a temporary basis
for defensive purposes.

For the year ended December 31, 1996, the dollar weighted average of Series
B's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 0%
Cash and Other Assets, Less Liabilities......... 5.8%
Rated Fixed Income Securities

A.......................................... 0%
Baa/BBB.................................... 0.5%
Ba/BB...................................... 10.8%
B.......................................... 8.0%
Caa/CCC.................................... 0%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 25.1%

For a detailed discussion of risks associated with high yield investing,
zero coupon securities and ADRs, respectively, see "Investment Methods and Risk
Factors" -- "Risks Associated with Investments in High-Yield Lower-Rated Debt
Securities," "zero coupon securities" and "American Depositary Receipts (ADRs)."
The Series may purchase securities that are restricted as to disposition under
the federal securities laws, provided that such securities are eligible for
resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933 and subject to the Series' policy that not more than 10
percent of its total assets will be invested in illiquid securities. See
"Investment Methods and Risk Factors" -- "Restricted Securities."

SERIES C (MONEY MARKET SERIES)

The investment objective of Series C is to seek as high a level of current
income as is consistent with preservation of capital, similar to the objective
associated with a "money market" fund or series. The Series will attempt to
achieve its objective by investing at least 95 percent of its total assets,
measured at the time of investment, in a diversified portfolio of highest
quality money market instruments (e.g., instruments rated Aaa or Prime-1 by
Moody's or AAA or A-1 by S&P or unrated securities that are determined to be of
equivalent quality by the Investment Manager under procedures adopted by the
Fund's Board of Directors). Series C may also invest up to 5 percent of its
total assets, measured at the time of investment, in money market instruments
that are in the second-highest rating category for short-term debt obligations
(e.g., instruments rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). Series C
will purchase only securities that the Investment Manager determines present
minimal credit risk under procedures adopted by the Fund's Board of Directors
and that satisfy the quality requirements of Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act"). The Series may invest in money market
instruments with varying maturities (but not longer than thirteen months),
consisting of obligations issued or guaranteed (as to principal or interest) by
the United States Government or its agencies (such as the Federal Housing
Administration and Government National Mortgage Association), or
instrumentalities (such as Federal Home Loan Banks and Federal Land Banks) (see
the Statement of Additional Information for a description of the
- --------------------------------------------------------------------------------
6
<PAGE>
- --------------------------------------------------------------------------------
differing levels of guarantees associated with these types of securities) and
instruments fully collateralized with such obligations such as repurchase
agreements; obligations of banks or savings and loan associations that are
members of the Federal Deposit Insurance Corporation, and instruments fully
collateralized with such obligations such as repurchase agreements (the
additional risks involved in such agreements are discussed under "Investment
Methods and Risk Factors"); or commercial paper issued by corporations or other
corporate debt instruments, subject to the limitations on investment in
instruments in the second-highest rating category, discussed above. The
Statement of Additional Information contains a description of commercial paper
and corporate bond ratings.

SERIES D (WORLDWIDE EQUITY SERIES)

Although the Series does not intend to invest for the purpose of seeking
short-term profits, the Series' investments
- --------------------------------------------------------------------------------
7
<PAGE>
- --------------------------------------------------------------------------------
may be changed whenever Lexington deems it appropriate to do so, without regard
to the length of time a particular security has been held. Series D may enter
into forward foreign currency exchange contracts and may purchase or sell
foreign currencies on a "spot" (i.e., cash) basis. Series D may enter into such
forward contracts to hedge certain of its portfolio positions when Lexington
deems it appropriate to limit or reduce exposure in a foreign currency in order
to moderate potential changes in the United States dollar value of the
portfolio. The Series may also enter into forward currency exchange contracts to
increase its exposure to a foreign currency that Lexington expects to increase
in value relative to the United States dollar. Series D will not attempt to
hedge all of its portfolio positions. Series D intends to limit portfolio
hedging transactions to not more than 70 percent of its total assets. See the
discussion of "Forward Currency Transactions" under "Investment Methods and Risk
Factors."

Series D may from time to time employ or enter into the following
investment practices. Series D may make contracts to purchase securities for a
fixed price at a future date beyond customary settlement time ("forward
commitments"), because new issues of securities are typically offered to
investors on that basis. See the discussion of forward commitments under
"Investment Methods and Risk Factors." Series D may write covered call options.
Such an option on an underlying portfolio security would obligate the Series to
sell, and give the purchaser of the option the right to buy, that security at a
stated exercise price at any time until the stated expiration date of the
option. The Series may purchase securities that are restricted as to disposition
under the federal securities laws, provided that such securities are eligible
for resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933 and subject to the Series' policy that not more than 10
percent of its total assets will be invested in illiquid securities. See the
discussion of restricted securities under "Investment Methods and Risk Factors."
The Series may enter into repurchase agreements which are described under
"Investment Methods and Risk Factors." Series D may also invest in real estate
investment trusts (REITs) which are described under "Investment Methods and Risk
Factors."

SERIES E (HIGH GRADE INCOME SERIES)

U.S. Government securities are obligations of or guaranteed by the U.S.
Government, its agencies or instrumentalities. These include bills, certificates
of indebtedness, notes and bonds issued by the Treasury or by agencies or
instrumentalities of the U.S. Government. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury; others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Although U.S. Government securities are guaranteed by the U.S.
Government, its agencies or instrumentalities, shares of the Fund are not so
guaranteed in any way. The diversification rules under Section 817(h) of the
Internal Revenue Code limit the ability of Series E to invest more than 55
percent of its assets in the
- --------------------------------------------------------------------------------
8
<PAGE>
- --------------------------------------------------------------------------------
securities of any one U.S. Government agency or instrumentality.

Series E may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or a province thereof, and Canadian corporate debt
securities. Canadian securities will not be purchased if subject to the foreign
interest equalization tax and unless payable in U.S. dollars. Series E may
invest in Yankee CDs which are certificates of deposit issued by a U.S. branch
of a foreign bank denominated in U.S. dollars and held in the U.S. Yankee CDs
are subject to somewhat different risks than are the obligations of domestic
banks. The Series also may invest in debt securities issued by foreign
governments, their agencies and instrumentalities and foreign corporations,
provided that such securities are denominated in U.S. dollars. The Series'
investment in foreign securities, including Canadian securities, will not exceed
25 percent of the Series' net assets. See "Investment Methods and Risk Factors"
for a discussion of the risks associated with investing in foreign securities.

For the year ended December 31, 1996, the dollar weighted average of Series
E's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 17.1%
Cash and Other Assets, Less Liabilities......... 4.5%
Rated Fixed Income Securities

AAA........................................ 3.2%
AA......................................... 5.1%
A.......................................... 35.7%
Baa/BBB.................................... 14.6%
Ba/BB...................................... 12.9%
B.......................................... 6.9%
Caa/CCC.................................... 0%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 100%

Series E may, for defensive purposes, invest part or all of its assets in
money market instruments such as those appropriate for investment by Series C.

SERIES S (SOCIAL AWARENESS SERIES)

Series S may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio or as an efficient
means of adjusting its exposure to the stock market. The Series will limit its
use of futures
- --------------------------------------------------------------------------------
9
<PAGE>
- --------------------------------------------------------------------------------
contracts so that initial margin deposits or premiums on such contracts used for
non-hedging purposes will not equal more than 5 percent of the Series' net
assets. The Series may also write call and put options on a covered basis and
purchase put and call options on securities and financial indices. The aggregate
market value of the Series' portfolio securities covering call or put options
will not exceed 25 percent of the Series' net assets. See the discussion of
options and futures contracts under "Investment Methods and Risk Factors."

Series S will not invest in securities of companies that engage in the
production of nuclear energy, alcoholic beverages or tobacco products.

SERIES J (EMERGING GROWTH SERIES)

Securities selected for their appreciation possibilities will be primarily
common stocks or other securities having the investment characteristics of
common stocks, such as securities convertible into common stocks. Securities
will be selected on the basis of their appreciation and growth potential.
Current income will not be a factor in selecting investments, and any such
income should be considered incidental. Securities considered to have capital
appreciation and growth potential will often include securities of smaller and
less mature companies. Such companies may present greater opportunities for
capital appreciation because of high potential earnings growth, but may also
involve greater risk. They may have limited product lines, markets or financial
resources, and they may be dependent on a limited management group. Their
securities may trade less frequently and in limited volume, and only in the
over-the-counter market or on smaller securities exchanges. As a result, the
securities of smaller companies may have limited marketability and may be
subject to more abrupt or erratic changes in value than securities of larger,
more established companies.

Series J may also invest in larger companies where opportunities for
above-average capital appreciation appear favorable.

In seeking capital appreciation, Series J may, during certain periods,
trade to a substantial degree in securities for the short term. That is, the
Series may be engaged essentially in trading operations based on short-term
market considerations, as distinct from long-term investments based on
fundamental evaluations of securities. This investment policy is speculative and
involves substantial risk.
- --------------------------------------------------------------------------------
10
<PAGE>
- --------------------------------------------------------------------------------
SERIES K (GLOBAL AGGRESSIVE BOND SERIES)

The primary investment objective of Series K is to seek to provide high
current income. Capital appreciation is a secondary objective. As used herein,
the term "bond" is used to describe any type of debt security. Under normal
circumstances, the Series will invest at least 65 percent of its total assets in
bonds as defined herein. The Series under normal circumstances invests
substantially all of its assets in a portfolio of debt securities of issuers in
three separate investment areas: (i) the United States; (ii) developed foreign
countries; and (iii) emerging markets. The Series selects particular debt
securities in each sector based on their relative investment merits. Within each
area, the Series selects debt securities from those issued by governments, their
agencies and instrumentalities; central banks; commercial banks and other
corporate entities. Debt securities in which the Series may invest consist of
bonds, notes, debentures and other similar instruments. The Series may invest up
to 100 percent of its total assets in U.S. and foreign debt securities and other
fixed income securities that, at the time of purchase, are rated below
investment grade ("high yield securities" or "junk bonds"), which involve a high
degree of risk and are predominantly speculative. The Series may also invest in
securities that are in default as to payment of principal and/or interest. See
"Investment Methods and Risk Factors" -- "Risks Associated with Investments in
High-Yield Lower-Rated Debt Securities." Many emerging market debt securities
are not rated by United States rating agencies such as Moody's and S&P. The
Series' ability to achieve its investment objectives is thus more dependent on
the credit analysis of the Series' Sub-Advisers, Lexington and MFR Advisors,
Inc. ("MFR"), than would be the case if the Series were to invest in higher
quality bonds. Investors should purchase shares only as a supplement to an
overall investment program and only if willing to undertake the risks involved.

For the year ended December 31, 1996, the dollar weighted average of Series
K's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 5.3%
Cash and other Assets, Less Liabilities......... 0.1%
Rated Fixed Income Securities

- --------------------------------------------------------------------------------
11
<PAGE>
- --------------------------------------------------------------------------------
emerging market governments that are traded in the markets of developed
countries or groups of developed countries. The Series may invest in debt
securities of emerging market issuers without regard to ratings. Currently, the
substantial majority of emerging market debt securities are considered to have a
credit quality below investment grade. Series K also may acquire lower quality
debt securities during an initial underwriting or may acquire lower quality debt
securities which are sold without registration under applicable securities laws.
Such securities involve special considerations and risks. The Series may invest
in bank loan participations and assignments, which are fixed and floating rate
loans arranged through private negotiations between foreign entities. For a more
detailed discussion of these instruments and the risks associated with investing
therein, see "Sovereign Debt," "Loan Participations and Assignments" and "Brady
Bonds" under "Investment Methods and Risk Factors."

The Series intends to retain the flexibility to respond promptly to changes
in market and economic conditions. Accordingly, in the interest of preserving
shareholders' capital and consistent with the Series' investment objectives,
Lexington and MFR may employ a temporary defensive investment strategy if they
determine such a strategy to be warranted. Pursuant to such a defensive
strategy, the Series temporarily may hold cash (U.S. dollars, foreign currencies
or multinational currency units) and/or invest up to 100 percent of its assets
in high quality debt securities or money market instruments of U.S. or foreign
issuers, and most or all of the Series' investments may be made in the United
States and denominated in U.S. dollars. For debt obligations other than
commercial paper, this includes securities rated, at the time of purchase, at
least AA by S&P or Aa by Moody's, or if unrated, determined to be of comparable
quality by Lexington or MFR. For commercial paper, this includes securities
rated, at the time of purchase, at least A-2 by S&P or Prime-2 by Moody's, or if
unrated, determined to be of comparable quality by Lexington or MFR. It is
impossible to predict whether, when or for how long the Series will employ
defensive strategies. To the extent the Series adopts a temporary defensive
investment posture, it will not be invested so as to achieve directly its
investment objectives. In addition, pending investment of proceeds from new
sales of Series shares or to meet ordinary daily cash needs, the Series
temporarily may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and may invest any portion of its assets in high quality foreign
or domestic money market instruments.

The Series may acquire certain securities that are restricted as to
disposition under federal securities laws,
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including securities eligible for resale to qualified institutional investors
pursuant to Rule 144A under the Securities Act of 1933, subject to the Series'
policy that not more than 15 percent of the Series' net assets will be invested
in illiquid assets. See "Investment Methods and Risk Factors" for a discussion
of restricted securities.

SERIES M (SPECIALIZED ASSET ALLOCATION SERIES)

The Series may invest in investment grade mortgage-backed securities
(MBSs), including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Series will not invest in an MBS if, as a result of such
investment, more than 25 percent of its total assets would be invested in MBSs,
including CMOs and mortgage pass-
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through securities. For a discussion of MBSs and the risks associated with such
securities, see "Investment Methods and Risk Factors" -- "Mortgage-Backed
Securities," below.

The Series may write covered call options and purchase put options on
securities, financial indices and foreign currencies, and may enter into futures
contracts. The Series may buy and sell futures contracts (and options on such
contracts) to manage exposure to changes in securities prices and foreign
currencies and as an efficient means of adjusting overall exposure to certain
markets. It is the Series' operating policy that initial margin deposits and
premiums on options used for non-hedging purposes will not equal more than 5
percent of the Series' net assets. The total market value of securities against
which the Series has written call options may not exceed 25 percent of its total
assets. The Series will not commit more than 5 percent of its total assets to
premiums when purchasing put options. Futures contracts and options may not
always be successful hedges and their prices can be highly volatile. Using
futures contracts and options could lower the Series' total return and the
potential loss from the use of futures can exceed the Series' initial investment
in such contracts. Futures contracts and options and the risks associated with
such instruments are described in further detail under "Investment Methods and
Risk Factors."

SERIES N (MANAGED ASSET ALLOCATION SERIES)

The investment objective of Series N is to seek a high level of total
return by investing primarily in a diversified portfolio of fixed income and
equity securities.

Range

Fixed Income Sector 30-50%
Equity Sector 50-70%

The Series' fixed income sector will be allocated among investment grade,
high yield, U.S. and non-dollar debt securities and currencies generally within
the ranges indicated below:

Investment Grade 50-100%
High Yield 0-30%
Non-dollar 0-30%
Cash Reserves 0-20%

Investment grade debt securities include long, intermediate and short-term
investment grade debt securities (e.g., AAA, AA, A or BBB by S&P or if not
rated, of equivalent investment quality as determined by T. Rowe Price). The
weighted average maturity for this portion (investment grade debt securities) of
the Series portfolio is generally expected to be intermediate (3-10 years),
although it may vary significantly. Non-dollar debt securities include
non-dollar denominated government and corporate debt securities or currencies of
at least three countries. See "Investment Methods and Risk Factors" -- "Foreign
Investment Risks" and "Currency Risk" and the Statement of Additional
Information for a discussion of the risks involved in foreign investing.
High-yield securities include high-yielding, income-producing debt securities in
the lower rating categories (commonly referred to as "junk bonds") and preferred
stocks including convertible securities. High yield bonds may be purchased
without regard to maturity; however, the average maturity is expected to be
approximately 10 years, although it may vary if market conditions warrant.
Quality will generally range from lower-medium to low and the Series may also
purchase bonds in default if, in the opinion of T. Rowe Price, there is
significant potential for capital appreciation. Lower-rated debt obligations are
generally considered to be high risk investments. See "Investment Methods and
Risk Factors" -- "Risks Associated with High-Yield Lower-Rated Debt Securities"
and the Statement of Additional Information for a discussion of the risks
involved in investing in high-yield, lower-rated debt securities. Securities
which may be held as cash reserves include liquid short-term investments of one
year or less having the highest ratings by at least one established rating
organization, or if not rated, of equivalent investment quality as determined by
T. Rowe Price. The Series may use currencies to gain exposure to an
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international market prior to investing in non-dollar securities.

For the year ended December 31, 1996, the dollar weighted average of Series
N's holdings (excluding equities) had the following credit quality
characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 20.4%
Liabilities, Less Cash and other Assets......... (0.1)%
Rated Fixed Income Securities

AAA........................................ 3.0%
AA......................................... 1.5%
A.......................................... 2.6%
Baa/BBB.................................... 1.8%
Ba/BB...................................... 2.8%
B.......................................... 5.6%
Caa/CCC.................................... 0.1%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Baa/BBB.................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total........................................... 37.7%

Large Cap 45-100%
Small Cap 0-30%
Non-dollar 0-35%

Large Cap securities generally include stocks of well-established companies
with capitalization over $1 billion which can produce increasing dividend
income.

The Series' investments include, but are not limited to, equity and fixed
income securities of any type and the Series may utilize the investment methods
and investment vehicles described below.
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The Series may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio, as a hedge against
changes in prevailing levels of interest rates or currency exchange rates, or as
an efficient means of adjusting its exposure to the bond, stock, and currency
markets. The Series will not use futures contracts for leveraging purposes. The
Series will limit its use of futures contracts so that initial margin deposits
or premiums on such contracts used for non-hedging purposes will not equal more
than 5 percent of the Series' net asset value. The Series may also write call
and put options on a covered basis and purchase put and call options on
securities, financial indices, and currencies. The aggregate market value of the
Series' portfolio securities or currencies covering call or put options will not
exceed 25 percent of the Series' net assets. The Series may enter into foreign
futures and options transactions. See the discussion of options and futures
contracts under "Investment Methods and Risk Factors." As part of its investment
program and to maintain greater flexibility, the Series may invest in
instruments which have the characteristics of futures, options and securities,
known as "hybrid instruments." For a discussion of such instruments and the
risks involved in investing therein, see "Investment Methods and Risk Factors"
- -- "Hybrid Instruments."

The Series may invest in debt or preferred equity securities convertible
into or exchangeable for equity securities and warrants. As a fundamental
policy, for the purpose of realizing additional income, the Series may lend
securities with a value of up to 33 1/3 percent of its total assets to
broker-dealers, institutional investors, or other persons. Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. For a discussion of the limitations on lending and risks of lending, see
"Investment Methods and Risk Factors" -- "Lending of Portfolio Securities." The
Series may also invest in real estate investment trusts (REITs). See "Investment
Methods and Risk Factors" for a discussion on the risks investing in such
securities.

SERIES O (EQUITY INCOME SERIES)

The investment program of the Series is based on several premises. First,
the Series' Sub-Adviser, T. Rowe Price, believes that, over time, dividend
income can account for a significant component of the total return from equity
investments. Second, dividends are normally a more stable and predictable source
of return than capital appreciation. While the price of a company's stock
generally increases or decreases in response to short-term earnings and market
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fluctuations, its dividends are generally less volatile. Finally, T. Rowe Price
believes that stocks which distribute a high level of current income tend to
have less price volatility than those which pay below average dividends.

To achieve its objective, the Series, under normal circumstances, will
invest at least 65 percent of its assets in income-producing common stocks,
whose prospects for dividend growth and capital appreciation are considered
favorable by T. Rowe Price. To enhance capital appreciation potential, the
Series also uses a value-oriented approach, which means it invests in stocks it
believes are currently undervalued in the market place. The Series' investments
will generally be made in companies which share some of the following
characteristics: established operating histories; above-average current dividend
yields relative to the S&P 500; low price-earnings ratios relative to the S&P
500; sound balance sheets and other financial characteristics; and low stock
price relative to the company's underlying value as measured by assets,
earnings, cash flow or business franchises.

SERIES P (HIGH YIELD SERIES)

The investment objective of Series P is to seek high current income.
Capital appreciation is a secondary objective. Under normal circumstances, the
Series will seek its investment objective by investing primarily in a broad
range of income producing securities, including (i) higher yielding, higher
risk, debt securities (commonly referred to as "junk bonds"); (ii) preferred
stock; (iii) securities issued by foreign governments, their agencies and
instrumentalities, and foreign corporations, provided that such securities are
denominated in U.S. dollars; (iv) mortgage-backed securities
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("MBSs"); (v) asset-backed securities; (vi) securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities, including
Treasury bills, certificates of indebtedness, notes and bonds; (vii) securities
issued or guaranteed by, the Dominion of Canada or provinces thereof; and (viii)
zero coupon securities. The Series also may invest up to 35 percent of its
assets in common stock (which may include ADRs), warrants and rights. Under
normal circumstances, at least 65 percent of the Series' total assets will be
invested in high-yielding, high risk debt securities.

The Series may invest up to 100 percent of its assets in debt securities
that, at the time of purchase, are rated below investment grade ("high yield
securities" or "junk bonds"), which involve a high degree of risk and are
predominantly speculative. For a description of debt ratings and a discussion of
the risks associated with investing in junk bonds, see "Investment Methods and
Risk Factors" -- "Risks Associated With Investments In High-Yield Lower Rated
Debt Securities." Included in the debt securities which the Series may purchase
are convertible bonds, or bonds with warrants attached. A "convertible bond" is
a bond, debenture, or preferred share which may be exchanged by the owner for
common stock or another security, usually of the same company, in accordance
with the terms of the issue. A "warrant" confers upon the holder the right to
purchase an amount of securities at a particular time and price. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with such
securities.

Series P may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. dollars. The
Series also may invest in debt securities issued by foreign governments
(including Brady Bonds), their agencies and instrumentalities and foreign
corporations (including those in emerging markets), provided such securities are
denominated in U.S. dollars. The Series' investment in foreign securities,
excluding Canadian securities, will not exceed 25 percent of the Series' net
assets. See "Investment Methods and Risk Factors" for a discussion of the risks
associated with investing in foreign securities, Brady Bonds and emerging
markets.

The Series may invest in MBSs, including mortgage pass-through securities
and collateralized mortgage obligations (CMOs). The Series may invest in
securities known as "inverse floating obligations," "residual interest bonds,"
and "interest only" (IO) and "principal only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. This
is due to the fact that such instruments are more sensitive to interest rate
changes and to the rate of principal prepayments than are most other MBSs. The
Series will hold less than 25 percent of its net assets in MBSs. For a
discussion of MBSs and the risks associated with such securities, see
"Investment Methods and Risk Factors."

The Series may also invest in asset-backed securities. These include
secured debt instruments backed by automobile loans, credit card loans, home
equity loans, manufactured housing loans and other types of secured loans
providing the source of both principal and interest payments. Asset-backed
securities are subject to risks similar to those discussed with respect to MBSs.
See "Investment Methods and Risk Factors."

The Series may invest in U.S. Government securities. U.S. Government
securities include bills, certificates of indebtedness, notes and bonds issued
by the Treasury or by agencies or instrumentalities of the U.S. Government. For
a discussion of the varying levels of guarantee associated with particular types
of U.S. Government securities, see "Investment Methods and Risk Factors" --
"U.S. Government Securities."

For the period August 5, 1996 (date of inception) to December 31, 1996, the
dollar weighted average of Series P's holdings (excluding equities) had the
following credit quality characteristics.

INVESTMENT PERCENT OF NET ASSETS
U.S. Government Securities...................... 0%
Cash and other Assets, Less Liabilities......... 21.6%
Rated Fixed Income Securities

AAA........................................ 0%
AA......................................... 0%
A.......................................... 0%
Baa/BBB.................................... 0%
Ba/BB...................................... 29.4%
B.......................................... 49.0%
Caa/CCC.................................... 0%
Unrated Securities Comparable in Quality to
A.......................................... 0%
Baa/BBB.................................... 0%
Ba/BB...................................... 0%
B.......................................... 0%
Caa/CCC.................................... 0%
---------
Total...................................... 100.0%

The foregoing table is intended solely to provide disclosure about Series P's
asset composition for the period August 5, 1996 (date of inception) to December
31, 1996. The asset composition after this may or may not be approximately the
same as shown above.

The Series may acquire certain securities that are restricted as to
disposition under federal securities laws, including securities eligible for
resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933, subject to the Series' policy that not
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more than 15 percent of the Series' net assets will be invested in illiquid
assets. See "Investment Methods and Risk Factors" for a discussion of restricted
securities.

The Series may purchase securities on "when-issued" or "delayed delivery"
basis in excess of customary settlement periods for the type of security
involved. The Series may also purchase or sell securities on a "forward
commitment" basis and may enter into "repurchase agreements," "reverse
repurchase agreements" and "roll transactions." The Series may lend securities
to broker/dealers, other institutions or other persons to earn additional
income. The value of loaned securities may not exceed 33 1/3 percent of the
Series' total assets. In addition, the Series may purchase loans, loan
participations and other types of direct indebtedness. See "Investment Methods
and Risk Factors" for a discussion of the risks associated with these investment
practices.

The Series may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio, as a hedge against
changes in prevailing levels of interest rates or as an efficient means of
adjusting its exposure to the bond market. The Series will not use futures
contracts for leveraging purposes. The Series will limit its use of futures
contracts so that initial margin deposits or premiums on such contracts used for
non-hedging purposes will not equal more than 5 percent of the Series' net asset
value. The Series may purchase call and put options and write such options on a
"covered" basis. The Series may also enter into interest rate and index swaps
and purchase or sell related caps, floors and collars. The aggregate market
value of the Series' portfolio securities covering call or put options will not
exceed 25 percent of the Series' net assets. See the discussion of "Options,"
"Futures Contracts and Related Options," "Futures and Options Risk," and "Swaps,
Caps, Floors and Collars" under "Investment Methods and Risk Factors."

From time to time, the Series may invest part or all of its assets in U.S.
Government securities, commercial notes or money market instruments. It is
anticipated that the weighted average maturity of the Series' portfolio will
range from 5 to 15 years under normal circumstances.

SERIES V (VALUE SERIES)

The investment objective of Series V is to seek long-term growth of
capital. Series V will seek to achieve its objective through investment in a
diversified portfolio of securities. Under normal circumstances the Series will
consist primarily of various types of common stock, which may include ADRs, and
securities convertible into common stocks which the Investment Manager believes
are undervalued relative to assets, earnings, growth potential or cash flows.
See the discussion of ADRs under "Investment Methods and Risk Factors." Under
normal circumstances, the Series will invest at least 65 percent of its assets
in the securities of companies which the Investment Manager believes are
undervalued.

Series V may also invest in (i) preferred stocks; (ii) warrants; and (iii)
investment grade debt securities (or unrated securities of comparable quality).
The Series may purchase securities on a "when-issued" or "delayed delivery
basis" in excess of customary settlement periods for the type of security
involved. The Series may purchase securities which are restricted as to
disposition under the federal securities laws, provided that such securities are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933 and subject to the Series' policy that not more
than 15 percent of its total assets will be invested in illiquid securities.
Series V reserves the right to invest its assets temporarily in cash and money
market instruments when, in the opinion of the Investment Manager, it is
advisable to do so on account of current or anticipated market conditions. The
Series may utilize repurchase agreements on an overnight basis or bank demand
accounts, pending investment in securities or to meet potential redemptions or
expenses. See the discussion of when-issued securities, Rule 144A securities and
repurchase agreements under "Investment Methods and Risk Factors." The Series
may borrow as set forth in the Statement of Additional information. However, as
an operating policy, the Series will not purchase portfolio securities when
borrowings exceed 5 percent of total Series assets.

INVESTMENT METHODS AND RISK FACTORS

INVESTMENT VEHICLES

CONVERTIBLE SECURITIES AND WARRANTS -- Convertible securities are debt or
preferred equity securities convertible into or exchangeable for equity
securities. Traditionally, convertible securities have paid dividends or
interest at rates higher than common stocks but lower than non-convertible
securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent years, convertibles have been developed which combine higher or lower
current income with options and other features. Warrants are options to buy a
stated number of shares of
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common stock at a specified price any time during the life of the warrants
(generally two or more years).

Investment in MBSs poses several risks, including prepayment, market and
credit risks. Prepayment risk reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Series may invest
in CMOs which are subject to greater risk of prepayment. Market risk reflects
the chance that the price of the security may fluctuate over time. The price of
MBSs may be particularly sensitive to prevailing interest rates, the length of
time the security is expected to be outstanding and the liquidity of the issue.
In a period of unstable interest rates, there may be decreased demand for
certain types of MBSs, and a Series invested in such securities wishing to sell
them may find it difficult to find a buyer, which may in turn decrease the price
at which they may be sold. IOs and POs are acutely sensitive to interest rate
changes and to the rate of principal prepayments. They are very volatile in
price and may have lower liquidity than most mortgage-backed securities. Certain
CMOs may also exhibit these qualities, especially those which pay variable rates
of interest which adjust inversely with and more rapidly than short-term
interest rates. Credit risk reflects the chance that the Fund may not receive
all or part of its principal because the issuer or credit enhancer has defaulted
on its obligations. Obligations issued by U.S. Government-related entities are
guaranteed by the agency or instrumentality, and some, such as GNMA
certificates, are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others, such as those of the FNMA, are supported by the discretionary authority
of the U.S. Government to purchase the agency's obligations; still others, are
supported only by the credit of the instrumentality. Although securities issued
by U.S. Government-related agencies are guaranteed by the U.S. Government, its
agencies or instrumentalities, shares of the Fund are not so guaranteed in any
way. The performance of private label MBSs, issued by private institutions, is
based on the financial health of those institutions. There is no guarantee the
Series' investment in MBSs will be successful, and the Series' total return
could be adversely affected as a result.

ASSET-BACKED SECURITIES -- Asset-backed securities represent a
participation in, or are secured by and payable
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from, a stream of payments generated by particular assets, for example,
automobile, credit card or trade receivables. Asset-backed commercial paper, one
type of asset-backed security, is issued by a special purpose entity, organized
solely to issue the commercial paper and to purchase interests in the assets.
The credit quality of these securities depends primarily upon the quality of the
underlying assets and the level of credit support and/or enhancement provided.

The Board of Directors is responsible for developing and establishing
guidelines and procedures for determining the liquidity of Rule 144A securities.
As permitted by Rule 144A, the Board of Directors has delegated this
responsibility to the Investment Manager or relevant Sub-Adviser. In making the
determination regarding the liquidity of Rule 144A securities, the Investment
Manager or relevant Sub-Adviser will consider trading markets for the specific
security taking into account the unregistered nature of a Rule 144A security. In
addition, the Investment Manager or relevant Sub-Adviser may consider: (1) the
frequency of trades and quotes; (2) the number of dealers and potential
purchasers; (3) dealer undertakings to make a market; and (4) the nature of the
security and of the market place trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics of transfer).
Investing in Rule 144A securities could have the effect of increasing the amount
of a Series' assets invested in illiquid securities to the extent that qualified
institutional buyers become uninterested, for a time, in purchasing these
securities.

AMERICAN DEPOSITARY RECEIPTS (ADRS) -- ADRs are dollar-denominated receipts
issued generally by U.S. banks and which represent the deposit with the bank of
a foreign company's securities. ADRs are publicly traded on
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exchanges or over-the-counter in the United States. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies of foreign nations, which are in addition to the usual risks inherent
in domestic investments. See "Foreign Investment Risks," below.

Series K may invest in either collateralized or uncollateralized Brady
Bonds denominated in various currencies, while Series B and Series P may invest
only in collateralized bonds denominated in U.S. dollars. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time and is adjusted at regular intervals
thereafter.

LOAN PARTICIPATIONS AND ASSIGNMENTS -- Certain Series may invest in fixed
and floating rate loans ("Loans") arranged through private negotiations between
a corporate or foreign entity and one or more financial institutions
("Lenders"). Certain Series may also invest in participations in Loans
("Participations") and assignments of portions of Loans from third parties
("Assignments"). Participations typically will result in a Series having a
contractual relationship only with the Lender, not with the borrower. The Series
will have the right to receive payments of principal, interest and any fees to
which it is entitled only from the Lender selling the Participation and only
upon receipt by the Lender of the payments from the borrower. In connection with
purchasing Participations, the Series generally will have no right to enforce
compliance by the borrower with the terms of the loan agreement relating to the
Loan ("Loan Agreement"), nor any rights of set-off against the borrower, and the
Series may not directly benefit from any collateral supporting the Loan in which
it has purchased the Participation. As a result, the Series will assume the
credit risk of both the borrower and the Lender that is selling the
Participation.

ZERO COUPON SECURITIES -- Certain Series may invest in certain zero coupon
securities that are "stripped" U.S. Treasury notes and bonds. Certain Series
also may invest in zero coupon and other deep discount securities issued by
foreign governments and domestic and foreign corporations, including certain
Brady Bonds and other foreign debt and payment-in-kind securities. Zero coupon
securities pay no interest to holders prior to maturity, and payment-in-kind
securities pay interest in the form of additional securities. However, a portion
of the original issue discount on zero coupon securities and the "interest" on
payment-in-kind securities will be included in the investing Series' income.
Accordingly, for a Series to qualify for tax treatment as a regulated investment
company and to avoid certain taxes (see "Distributions and Federal Income Tax
Considerations"), the Series may be required to distribute an amount that is
greater than the total amount of cash it
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actually receives. These distributions must be made from the Series' cash assets
or, if necessary, from the proceeds of sales of portfolio securities. A Series
will not be able to purchase additional income-producing securities with cash
used to make such distributions and its current income ultimately may be reduced
as a result. Zero coupon and payment-in-kind securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash.

Investors should also be aware that certain sovereign debt instruments in
which the Series may invest involve great risk. As noted above, sovereign debt
obligations issued by emerging market governments generally are deemed to be the
equivalent in terms of quality to securities rated below investment grade by
Moody's and S&P. Such securities are regarded as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations and involve major risk exposure to
adverse conditions. Some of such securities, with respect to which the issuer
currently may not be paying interest or may be in payment default, may be
comparable to securities rated D by S&P or C by Moody's. The Series may have
difficulty disposing of and valuing certain sovereign debt obligations because
there may be a limited trading market for such securities. Because there is no
liquid secondary market for many of these securities, the Fund anticipates that
such securities could be
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sold only to a limited number of dealers or institutional investors. Certain
sovereign debt securities may be illiquid.

MANAGEMENT PRACTICES

BORROWING -- Each Series may borrow money from banks as a temporary measure
for emergency purposes, to facilitate redemption requests, or for other purposes
consistent with the Series' investment objective and program. Such borrowings
may be collateralized with Series assets. Borrowings will not exceed 5 percent
of the total assets of each Series except Series M, N, O, P and V borrowings of
which may not exceed 33 1/3 percent of total assets. To the extent that a Series
purchases securities while it has outstanding borrowings, it is using leverage,
i.e., using borrowed funds for investment. Leveraging will exaggerate the effect
on net asset value of any increase or decrease in the market value of a Series'
portfolio. Money borrowed for leveraging will be subject to interest costs that
may or may not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on the securities
purchased. A Series also may be required to maintain minimum average balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. Series O may not purchase securities
when borrowings exceed 5 percent of its total assets.

LENDING OF PORTFOLIO SECURITIES -- Certain Series may lend securities to
broker-dealers, institutional investors, or other persons to earn additional
income. The principal risk is the potential insolvency of the broker-dealer or
other borrower. In this event, the Series could experience delays in recovering
its securities and possibly capital losses. Any loan will be continuously
secured by collateral at least equal to the value of the security loaned. Such
lending could result in delays in receiving additional collateral or in the
recovery of the securities or possible loss of rights in the collateral should
the borrower fail financially.
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FORWARD CURRENCY TRANSACTIONS -- In seeking to protect against currency
exchange rate or interest rate changes that are adverse to their present or
prospective positions, certain Series may employ certain risk management
practices involving the use of forward currency contracts and options contracts,
futures contracts and options on futures contracts on U.S. and foreign
government securities and currencies. Series K also may enter into interest
rate, currency and index swaps and purchase or sell related caps, floors and
collars and other derivatives. See "Swaps, Caps, Floors and Collars" below.
There can be no assurance that such risk management practices will succeed. Only
a limited market, if any, currently exists for forward currency contracts and
options and futures instruments relating to currencies of most emerging markets,
to securities denominated in such currencies or to securities of issuers
domiciled or principally engaged in business in such emerging markets. To the
extent that such a market does not exist, a Sub-Adviser may not be able to
effectively hedge its investment in such emerging markets.

A call option on a stock index is similar to a call option on an individual
security, except that the value of the option depends on the weighted value of
the group of securities comprising the index and all settlements are made in
cash. A call option may be terminated by the writer (seller) by entering into a
closing purchase transaction in which it purchases an option of the same series
as the option previously written.

A put option on a security gives the purchaser of the option, in return for
premium paid to the writer (seller), the right to sell the underlying security
at the exercise price at any time during the option period. Upon exercise by the
purchaser, the writer of a put option has the obligation to purchase the
underlying security at the exercise price. The Series may write only covered put
options, which means that the Series will maintain in a segregated account cash
or liquid securities in an amount not less than the exercise price or the Series
will own an option to sell the underlying security or currency subject to the
option having an exercise price equal to or greater than the exercise price of
the
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25
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"covered" option at all times which the put option is outstanding. By writing a
put option, the Series assumes the risk that it may be required to purchase the
underlying security at a price in excess of its current market value.

Each Series will conduct its purchases and sales of any futures contracts
and writing of related options transactions in accordance with the foregoing.

SWAPS, CAPS, FLOORS AND COLLARS -- Certain Series may enter into interest
rate and index swaps, the purchase or sale of related caps, floors and collars
and other derivative instruments. Series K may also enter into currency swaps.
The Series expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio, to
protect against currency fluctuations, as a technique for managing the
portfolio's duration (i.e., the price sensitivity to changes in interest rates)
or to protect against any increase in the price of securities the Series
anticipates purchasing at a later date.
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The Series intends to use these transactions as hedges and not as speculative
investments, and will not sell interest rate caps or floors if it does not own
securities or other instruments providing the income the Series may be obligated
to pay at a later date.

RISK FACTORS

FOREIGN INVESTMENT RISKS -- Investment in foreign securities involves risks
and considerations not present in domestic investments. Foreign companies
generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable
to U.S. companies. The securities of non-U.S. issuers generally are not
registered with the SEC, nor are the issuers thereof usually subject to the
SEC's reporting requirements. Accordingly, there may be less publicly available
information about foreign securities and issuers than is available with respect
to U.S. securities and issuers. Foreign securities markets, while growing in
volume, have for the most part substantially less volume than United States
securities markets and securities for foreign companies are generally less
liquid and at times their prices may be more volatile than prices of comparable
United States companies. Foreign stock exchanges, brokers and listed companies
generally are subject to less government supervision and regulation than in the
United States. The customary settlement time for foreign securities may be
longer than the
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customary settlement time for United States securities. A Series' income and
gains from foreign issuers may be subject to non-U.S. withholding or other
taxes, thereby reducing its income and gains. In addition, with respect to some
foreign countries, there is the increased possibility of expropriation or
confiscatory taxation, limitations on the removal of funds or other assets of
the Series, political or social instability, or diplomatic developments which
could affect the investments of the Series in those countries. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
rate of savings and capital reinvestment, resource self-sufficiency and balance
of payments positions.

The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Series' portfolio securities in such
markets may not be readily available. Section 22(e) of the 1940 Act permits a
registered investment company to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC. Accordingly, when
the Series believes that appropriate circumstances warrant, it will promptly
apply to the SEC for a determination that an emergency exists within the meaning
of Section 22(e) of the 1940 Act. During the period commencing from the Series'
identification of such conditions until the date of SEC action, the portfolio
securities of the Series in the affected markets will be valued at fair value as
determined in good faith by or under the direction of the Fund's Board of
Directors.

RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD LOWER-RATED DEBT SECURITIES
- -- Investment in debt securities rated
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below investment grade involves a high degree of risk. Debt securities rated BB,
B, CCC, CC and C by S&P and Ba, B Caa, Ca and C by Moody's, 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.
For S&P, BB indicates the lowest degree of speculation and C the highest degree
of speculation. For Moody's, Ba indicates the lowest degree of speculation and C
the highest degree of speculation. While such debt will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions. Similarly, debt rated Ba or BB and
below is regarded by the relevant rating agency as speculative. Debt rated C by
Moody's or S&P is the lowest quality debt that is not in default as to principal
or interest and such issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Such securities are
also generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions. These
securities are the equivalent of high yield, high risk bonds. As noted above,
certain Series may invest in debt securities rated below C, which are in default
as to principal and/or interest. Ratings of debt securities represent the rating
agency's opinion regarding their quality and are not a guarantee of quality.
Rating agencies attempt to evaluate the safety of principal and interest
payments and do not evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit quality in response to
subsequent events, so that an issuer's current financial condition may be better
or worse than a rating indicates.

DESCRIPTION OF CORPORATE BOND RATINGS

- ------------------------------------------------------------------
MOODY'S
INVESTORS STANDARD & POOR'S
SERVICE, INC. CORPORATION DEFINITION

Aaa AAA Highest quality
Aa AA High quality
A A Upper medium grade
Baa BBB Medium grade
Ba BB Lower medium grade/
speculative elements
B B Speculative
Caa CCC More speculative/
Ca CC possibly in or
C C high risk of default
--- D In default
Not rated Not rated Not rated
- ------------------------------------------------------------------
For a more complete description of the corporate bond ratings, see the
Appendix to the Fund's Statement of Additional Information.

Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Series. If an issuer exercises these provisions in a declining
interest rate market, the Series may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. In addition,
the Series may have difficulty disposing of lower quality securities because
there may be a thin trading market for such securities. There may be no
established retail secondary market for many of these securities, and the Series
anticipates that such securities could be sold only to a limited number of
dealers or institutional investors. The lack of a liquid secondary market also
may have an adverse impact on market prices of such instruments and may make it
more difficult for the Series to obtain accurate market quotations for purposes
of valuing the securities in the portfolio of the Series.

Factors having an adverse effect on the market value of lower rated
securities or their equivalents purchased by the Series will adversely impact
net asset value of the Series. See "Investment Methods and Risk Factors" in the
Statement of Additional Information. In addition to the foregoing, such factors
may include: (i) potential adverse publicity; (ii) heightened sensitivity to
general economic or political conditions; and (iii) the likely adverse impact of
a major economic recession. A Series also may incur additional expenses to the
extent it is required to seek recovery upon a default in the payment of
principal or interest on its portfolio
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holdings and the Series may have limited legal recourse in the event of a
default. Debt securities issued by governments in emerging markets can differ
from debt obligations issued by private entities in that remedies from defaults
generally must be pursued in the courts of the defaulting government, and legal
recourse is therefore somewhat diminished. Political conditions, in terms of a
government's willingness to meet the terms of its debt obligations, also are of
considerable significance. There can be no assurance that the holders of
commercial bank debt may not contest payments to the holders of debt securities
issued by governments in emerging markets in the event of default by the
governments under commercial bank loan agreements.

MANAGEMENT OF THE FUND

The Investment Manager has engaged T. Rowe Price Associates, Inc. ("T. Rowe
Price"), 100 East Pratt Street, Baltimore, Maryland 21202, organized in 1937
under the laws of the state of Maryland by the late Thomas Rowe Price, Jr., to
provide investment advisory services to Series N and Series O. Pursuant to the
agreements, T. Rowe Price furnishes investment advisory services, supervises and
arranges for the purchase and sale of securities on behalf of Series N and O and
provides for the compilation and maintenance of records pertaining to such
investment advisory services, subject to the control and supervision of the
Board of Directors of the Fund and the Investment Manager. T. Rowe Price is a
publicly held company, which with its affiliates manages over $95 billion in
assets for over 4.5 million individual and institutional investor accounts.

Subject to the supervision and direction of the Fund's Board of Directors,
the Investment Manager manages the Fund's portfolios in accordance with each
Series' stated investment objective and policies and makes all investment
decisions, except that as to Series D and K of the Fund, the Investment Manager
supervises such management of those Series by Lexington, as to Series M,
supervises management of the Series by Meridian, and as to Series N and O,
supervises management of those Series by T. Rowe Price. As compensation for its
management services, the Investment Manager receives on an annual basis, an
amount equal to .75 percent of the average net assets of Series A, B, E, S, J,
K, P and V; .50 percent of the average net assets of Series C; and 1.00 percent
of the average net assets of Series D, M, N, and O, computed on a daily basis
and payable monthly.
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The Investment Manager pays Lexington an annual fee equal to .50 percent of
the average net assets of Series D and .35 percent of the average net assets of
Series K, respectively, for management services provided to Series D and K. For
the services provided to Lexington by MFR, MFR, receives from Lexington, on an
annual basis, a fee equal to .15 percent of the average net assets of Series K,
calculated daily and payable monthly.

The Investment Manager also acts as administrative agent for each Series of
the Fund, and as such performs administrative functions, bookkeeping, accounting
and pricing functions for the Fund. For providing these services, the Investment
Manager receives on an annual basis a fee of .045 percent of the average daily
net assets of the Fund. For these services, the Investment Manager also
receives, with respect to Series D, K, M and N, an annual fee equal to the
greater of .10 percent of each Series' average net assets or $60,000. The
Investment Manager has arranged for Lexington to provide certain administrative
services relating to Series D of the Fund, including performing certain
accounting functions and the pricing function for this Series. For such
services, the Investment Manager pays Lexington the following amounts: (i) an
annual base fee of $9,000 per series per contract year, and (ii) the greater of
a minimum fund fee of $47,000 per series per contract year, OR, an amount equal
to the following percentages of the aggregate assets of the series:

AGGREGATE ASSET FEE

AVERAGE DAILY NEW ASSETS COMPENSATION
- ------------------------ ------------
Less than $500 million........................... .07%, plus
$500 million but less than $1 billion............ .045%, plus
$1 billion or more............................... .025%

The expense ratio of each Series for the fiscal year ended December 31,
1996, was as follows: Series A - .83 percent; Series B - .84 percent; Series C -
.58 percent; Series D - 1.30 percent; Series E - .83 percent; Series S - .84
percent; Series J - .84 percent; Series K - .84 percent; Series M - 1.34
percent; Series N - 1.45 percent; and Series O - 1.15 percent. The annualized
expense ratio of Series P for the period August 5, 1996 (date of inception) to
December 31, 1996, was .28 percent. The expense ratio for Series V is not yet
available as it did not begin operations until May of 1997. During the fiscal
year ended December 31, 1996, the Investment Manager waived the management fee
of Series K and P, and during the fiscal year ending December 31, 1997, the
Investment Manager will waive the management fee of Series K, P and V. In the
absence of such waivers, the expense ratios for Series K and P would have been
higher.

PORTFOLIO MANAGEMENT

SERIES A (GROWTH SERIES) is managed by the Large Capitalization Team of the
Investment Manager consisting of John Cleland, Chief Investment Strategist,
Terry Milberger, Jim Schier and Chuck Lauber. The Large Capitalization Team is
responsible for determining general investment strategy and monitoring portfolio
guidelines. Terry Milberger, Senior Portfolio Manager, has day-to-day
responsibility for managing Series A and has managed the Series since 1989. The
common stock portion of the SERIES B (GROWTH-INCOME SERIES) portfolio is managed
by the Investment Manager's Large Capitalization Team described above. Mr.
Milberger has day-to-day responsibility for managing the common stock portion of
the Series B portfolio and has managed this portion of the Series' portfolio
since 1995. The fixed income portion of the Series B portfolio is managed by the
Fixed Income Team of the Investment Manager consisting of John Cleland, Jane
Tedder, Tom Swank, Steve Bowser, Barb Davison, David Eshnaur, Elaine Miller and
Paulette Schwerdt. The Fixed Income Team is responsible for determining general
investment strategy and monitoring portfolio guidelines. Tom Swank, Portfolio
Manager, has day-to-day responsibility for managing the fixed income portion of
Series B's portfolio and has managed this portion of the portfolio since 1994.
SERIES D (WORLDWIDE EQUITY SERIES) is managed by an investment management team
of Lexington. Richard T. Saler and Alan Wapnick have the day-to-day
responsibility for managing the investments of Series D and have managed the
Series since 1994. SERIES E (HIGH GRADE INCOME SERIES) is managed by the Fixed
Income Team described above. Tom Swank and Steve Bowser have day-to-day
responsibility for
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managing Series E and have managed the Series since June 1997. SERIES J
(EMERGING GROWTH SERIES) and SERIES S (SOCIAL AWARENESS SERIES) are managed by
the Investment Manager's Small Capitalization Team and Social Responsibility
Team, respectively, each of which consists of John Cleland, Chief Investment
Strategist, Cindy Shields, Larry Valencia and Frank Whitsell. The Small
Capitalization Team and the Social Responsibility Team are responsible for
determining general investment strategy and monitoring portfolio guidelines.
Cindy Shields, Portfolio Manager, has day-to-day responsibility for managing
Series J and Series S and has managed the Series since 1994. SERIES K (GLOBAL
AGGRESSIVE BOND SERIES) is managed by an investment management team of Lexington
and MFR. Denis P. Jamison and Maria Fiorini Ramirez have day-to-day
responsibility for managing Series K and have managed the Series since its
inception in 1995. SERIES M (SPECIALIZED ASSET ALLOCATION SERIES) is managed by
an investment management team of portfolio managers of the Investment Manager
and Meridian. Jane Tedder, Senior Economist of the Investment Manager, has
day-to-day responsibility for managing the fixed-income portion of the Series'
portfolio and has had responsibility for the Series since January 1996. Pat
Boyle, portfolio manager of Meridian, has day-to-day responsibility for managing
the equity portion of the Series' portfolio. He has had day-to-day
responsibility for managing the equity portion of the Series since August 1997.
SERIES N (MANAGED ASSET ALLOCATION SERIES) is managed by an Investment Advisory
Committee of T. Rowe Price consisting of Edmund M. Notzon, Chairman, Heather R.
Landon, James M. McDonald, Jerome Clark, Peter Van Dyke, M. David Testa and
Richard T. Whitney. Mr. Notzon has had day-to-day responsibility for managing
the Series since its inception in 1995. SERIES O (EQUITY INCOME SERIES) is
managed by an Investment Advisory Committee of T. Rowe Price consisting of Brian
C. Rogers, Chairman, Thomas H. Broadus, Jr., Richard P. Howard and William J.
Stromberg. Mr. Rogers has had day-to-day responsibility for managing the Series
since its inception in 1995. SERIES P (HIGH YIELD SERIES) is managed by the
Fixed Income Team described above. Tom Swank and David Eshnaur have day-to-day
responsibility for managing Series P. Mr. Swank has managed the Series since its
inception in 1996 and Mr. Eshnaur has managed the Series since July 1997. SERIES
V (VALUE SERIES) is managed by the Large Capitalization Team described above.
Jim Schier has day-to-day responsibility for managing Series V and has managed
the Series since its inception in 1997.

David Eshnaur is Assistant Vice President and Portfolio Manager of the
Investment Manager. Mr. Eshnaur has 15 years of investment experience. Prior to
joining the Investment Manager in 1997, he worked at Waddell & Reed in the
positions of Assistant Vice President, Assistant Portfolio Manager, Senior
Analyst, Industry Analyst and Account Administrator. Mr. Eshnaur earned a
Bachelor of Arts degree in Business Administration from Coe College and an
M.B.A. degree in Finance from the University of Missouri - Kansas City.

Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in
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1968. In 1972, she moved to Banco Nazionale De Lavoro in New York. The following
year, she started a ten year association with Merrill Lynch, serving as Vice
President and Senior Money Market Economist. She joined Becker Paribas in 1984
as Vice President and Senior Money Market Economist before joining Drexel
Burnham Lambert that same year as First Vice President and Money Market
Economist. She was promoted to Managing Director of Drexel in 1986. From April
1990 to August 1992, Ms. Ramirez was the President and Chief Executive Officer
of Maria Ramirez Capital Consultants, Inc., a subsidiary of John Hancock Freedom
Securities Corporation. Ms. Ramirez established MFR in August, 1992. She is
known in international financial, banking and economic circles for her
assessment of the interaction between global economic policy and political
trends and their effect on investments. Ms. Ramirez holds a B.A. in Business
Administration/Economics from Pace University.

Brian C. Rogers joined T. Rowe Price in 1982 and has been managing
investments since 1983.

James P. Schier, Portfolio Manager of the Investment Manager, has 13 years
experience in the investment field and is a Chartered Financial Analyst. While
employed by the Investment Manager, he also served as a research analyst. Prior
to joining the Investment Manager in 1995, he was a portfolio manager for
Mitchell Capital Management from 1993 to 1995. From 1988 to 1995 he served as
Vice President and Portfolio Manager for Fourth Financial. Prior to 1988, Mr.
Schier served in various positions in the investment field for Stifel Financial,
Josepthal & Company and Mercantile Trust Company. Mr. Schier earned a bachelor
of business degree from the University of Notre Dame and an M.B.A. from
Washington University.

Alan Wapnick is a Senior Vice President of Lexington and is responsible for
equity analysis and portfolio management. He has 27 years investment experience.
Prior to joining Lexington in 1986, Mr. Wapnick was an equity analyst with
Merrill Lynch, J. & W. Seligman, Dean Witter and most recently Union Carbide
Corporation. Mr. Wapnick is a graduate of Dartmouth College and received a
Master's Degree in Business Administration from Columbia University.

SALE AND REDEMPTION OF SHARES

DISTRIBUTIONS AND FEDERAL INCOME TAX CONSIDERATIONS

Each Series intends to separately qualify and elects to be treated each
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code (the "Code") and, therefore, generally will not be liable for
federal income taxes to the extent its net investment income and capital gains
are distributed. The Fund expects to distribute, at least once a year,
substantially all of each Series' net investment income and net realized capital
gains. Such distributions will be reinvested on the payable date in
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33
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additional shares of the respective Series at the net asset value thereof as of
the record date (reduced by an amount equal to the amount of the distribution),
unless the shareholder elects to receive cash. Each Series will be treated
separately in determining the amounts of income and capital gains distributions
to the variable life insurance accounts and the variable annuity accounts. For
this purpose, each Series will reflect only the income and gains, net of losses,
of that Series.

To comply with regulations under Code section 817(h), each Series is
required to diversify its investments. Generally, a Series will be required to
diversify its investments so that on the last day of each quarter of the
calendar year no more than 55 percent of the value of the total assets is
represented by any one investment, no more than 70 percent is represented by any
two investments, no more than 80 percent is represented by any three
investments, and no more than 90 percent is represented by any four investments.
If a Series fails to meet the diversification requirements under Code section
817(h), income with respect to life insurance policies and annuity contracts
invested in the Series at any time during the calendar quarter in which the
failure occurred could become currently taxable to the owners of such policies
and contracts and income for prior periods with respect to the policies and
contracts also could be taxable, most likely in the year of the failure to
achieve the required diversification. Other adverse tax consequences could also
ensue. If a Series fails to qualify as a regulated investment company, the
results would be substantially the same as a failure to meet the diversification
requirements under Code section 817(h).

FOREIGN TAXES

DETERMINATION OF NET ASSET VALUE

Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the New York Stock Exchange. The
values of foreign securities used in computing the net asset value of the shares
of Series investing in foreign securities generally are determined as of the
close of such foreign markets or the
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close of the New York Stock Exchange if earlier. Foreign currency exchange rates
are generally determined prior to the close of the New York Stock Exchange.
Trading on foreign exchanges and in foreign currencies may not take place on
every day the New York Stock Exchange is open. Conversely trading in various
foreign markets may take place on days when the New York Stock Exchange is not
open and on other days when the Fund's net asset values are not calculated.
Consequently, the calculation of the net asset value may not occur
contemporaneously with the determination of the most current market prices for
the securities included in such calculation, and events affecting the value of
such securities and such exchange rates that occur between the times at which
they are determined and the close of the New York Stock Exchange will not be
reflected in the computation of net asset value. If during such periods, events
occur that materially affect the value of such securities, the securities will
be valued at their fair market value as determined in good faith by the Board of
Directors.

TRADING PRACTICES AND BROKERAGE

The annual portfolio turnover rate of Series A, S, J, M and V may exceed
100 percent, and at times may exceed 150 percent. The annual turnover rate of
Series E and K may exceed 100 percent. The annual turnover rate of Series B, D,
N, O and P generally will not exceed 100 percent. Since Series C's investment
policies require a maturity shorter than thirteen months, its portfolio turnover
rate will generally be 0 percent, although the portfolio will turn over many
times during a year as a result of security maturities.

The portfolio turnover rates for Series A, B, D, E, S and J for the fiscal
year ended December 31, 1995 were 83 percent, 94 percent, 169 percent, 180
percent, 122 percent and 202 percent, respectively. The annualized portfolio
turnover rates for Series K, M, N and O for the period June 1, 1995 (date of
inception) to December 31, 1995 were 127 percent, 181 percent, 26 percent and 3
percent, respectively. Higher portfolio turnover subjects the Series to
increased brokerage costs and may in some cases, have adverse tax effects on the
Series or its stockholders. The portfolio turnover rate for Series V is not yet
available as it did not begin operations until May of 1997.

PERFORMANCE INFORMATION

Performance information for a Series may be compared, in reports and
promotional literature, to: (i) The Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), or other unmanaged indices so that
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investors may compare a Series' results with those of a group of unmanaged
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, a widely used independent research firm which ranks mutual
funds by overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons who rank mutual funds on
overall performance or other criteria; and (iii) the Consumer Price Index
(measure for inflation) to assess the real rate of return from an investment in
the Series. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs and
expenses.

Quotations of average annual total return or total return for the Fund will
not take into account charges or deductions against the Separate Accounts to
which the Fund shares are sold or charges and deductions against the Contracts
issued by Security Benefit Life Insurance Company. Performance information for
any Series reflects only the performance of a hypothetical investment in the
Series during a particular time period on which the calculations are based.
Performance information should be considered in light of the Series' investment
objectives and policies, characteristics and quality of the portfolios, and the
market conditions during the given time period, and should not be considered as
a representation of what may be achieved in the future. For a description of the
methods used to determine average annual total return and total return for the
Series, see the Statement of Additional Information.

GENERAL INFORMATION

ORGANIZATION

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT

UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri, acts as the
custodian for the portfolio securities of Series A, B, C, E, S, J, P and V. The
Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, New York 11245 acts as
custodian for the portfolio securities of Series D, K, M, N, and O, including
those held by foreign banks and foreign securities depositories which qualify as
eligible foreign custodians under rules adopted by the Securities and Exchange
Commission. Security Management Company, LLC acts as the Fund's transfer and
dividend-paying agent.

CONTRACTOWNER INQUIRIES

<PAGE>

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SBL FUND

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997, AS SUPPLEMENTED AUGUST 1, 1997
RELATING TO THE SBL FUND PROSPECTUS DATED MAY 1, 1997 AS IT MAY BE SUPPLEMENTED
FROM TIME TO TIME
(785) 431-3127
(800) 888-2461

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INVESTMENT MANAGER
Security Management Company, LLC
700 SW Harrison Street
Topeka, Kansas 66636-0001

UNDERWRITER
Security Distributors, Inc.
700 SW Harrison Street
Topeka, Kansas 66636-0001

CUSTODIAN
UMB Bank, N.A.
928 Grand Avenue
Kansas City, Missouri 64106

The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245

INDEPENDENT AUDITORS
Ernst & Young LLP
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2143

<PAGE>

SBL FUND
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

STATEMENT OF
ADDITIONAL INFORMATION
MAY 1, 1997
AS SUPPLEMENTED AUGUST 1, 1997
(RELATING TO THE PROSPECTUS DATED MAY 1, 1997,
AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME)

This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the SBL Fund Prospectus dated May 1, 1997, as it may be
supplemented from time to time. A Prospectus may be obtained by writing or
calling Security Distributors, Inc., 700 SW Harrison, Topeka, Kansas 66636-0001,
or by calling (785) 431-3127 or (800) 888-2461, ext. 3127.

TABLE OF CONTENTS

Page

What is SBL Fund?....................................... 1
Investment Objectives and Policies of the Series........ 1
Series A (Growth Series)............................. 2
Series B (Growth-Income Series)...................... 2
Series C (Money Market Series)....................... 3
Series D (Worldwide Equity Series)................... 5
Series E (High Grade Income Series).................. 7
Series S (Social Awareness Series)................... 8
Series J (Emerging Growth Series).................... 9
Series K (Global Aggressive Bond Series)............. 10
Series M (Specialized Asset Allocation Series)....... 15
Series N (Managed Asset Allocation Series)........... 16
Series O (Equity Income Series)...................... 20
Series P (High Yield Series)......................... 22
Series V (Value Series).............................. 23
Investment Methods and Risk Factors..................... 24
Investment Policy Limitations........................... 47
Officers and Directors.................................. 49
Remuneration of Directors and Others.................... 51
Sale and Redemption of Shares........................... 52
Investment Management................................... 52
Portfolio Management................................. 55
Code of Ethics....................................... 57
Portfolio Turnover...................................... 58
Determination of Net Asset Value........................ 58
Portfolio Transactions.................................. 59
Distributions and Federal Income Tax Considerations..... 60
Ownership and Management................................ 64
Capital Stock and Voting................................ 64
Custodian, Transfer Agent and Dividend-Paying Agent..... 64
Independent Auditors.................................... 64
Distribution of Variable Insurance Products............. 65
Performance Information................................. 65
Financial Statements.................................... 66
Appendix................................................ 67

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WHAT IS SBL FUND?

SBL Fund (the "Fund"), a Kansas corporation, was organized by Security
Benefit Life Insurance Company ("SBL") on May 26, 1977, and serves as the
investment vehicle for certain SBL variable annuity and variable life insurance
separate accounts. Shares of the Fund will be sold to SBL for allocation to such
separate accounts which are established for the purpose of funding variable
annuity and variable life insurance contracts issued by SBL. The Fund reserves
the right to expand the class of persons eligible to purchase shares of any
Series of the Fund or to reject any offer.

The Fund is a diversified, open-end management investment company of the
series type registered under the Investment Company Act of 1940, which currently
issues its shares in thirteen series: Series A, Series B, Series C, Series D,
Series E, Series S, Series J, Series K, Series M, Series N, Series O, Series P
and Series V ("Series"). The assets of each Series are held separate from the
assets of the other Series and each Series has investment objectives which
differ from those of the other Series.

SBL, organized originally as a fraternal benefit society under the laws of
the State of Kansas, commenced business February 22, 1892, and became a mutual
life insurance company under its present name on January 2, 1950. Its home
office is located at 700 Harrison Street, Topeka, Kansas. SBL is licensed in the
District of Columbia and all states except New York.

All investment companies are required to operate within the limitations
imposed by their fundamental investment policies. (See "Investment Objectives
and Policies of the Series," this page, and "Investment Policy Limitations,"
page 47.)

As an open-end investment company, the Fund provides an arrangement by
which investors may invest in a company which itself invests in securities. Each
Series represents a diversified securities portfolio under professional
management, and the value of shares held by SBL's separate accounts will
fluctuate with changes in the value of the Series' portfolio securities. As an
open-end company, the Fund is obligated to redeem its shares upon demand at
current net asset value. (See "Sale and Redemption of Shares," page 52.)

Professional investment advice is provided to the Fund and to each Series
by Security Management Company, LLC (the "Investment Manager"), which is
ultimately controlled by SBL. The Investment Manager has engaged Lexington
Management Corporation ("Lexington") to provide certain investment advisory
services to Series D and Series K of the Fund. Lexington has entered into a
sub-advisory contract with MFR Advisors, Inc. ("MFR") to provide Series K with
investment and economic research services. The Investment Manager has engaged T.
Rowe Price Associates, Inc. ("T. Rowe Price") to provide certain investment
advisory services to Series N and O. The Investment Manager has entered into a
sub-advisory agreement with Meridian Investment Management Corporation
("Meridian") to provide certain investment and quantitative analytic research
services with respect to Series M.

Pursuant to an investment advisory contract with the Fund, the Investment
Manager is paid an annual advisory fee of .75% of the average net assets of
Series A, Series B, Series E, Series S, Series J, Series K, Series P and Series
V; .5% of the average net assets of Series C; and 1.00% of the average net
assets of Series D, Series M, Series N and Series O, computed daily and payable
monthly, and the Investment Manager has agreed that the total annual expenses of
each Series (including the management compensation but excluding brokerage
commissions, interest, taxes and extraordinary expenses) will not exceed any
expense limitation imposed by any state. (See page 52 for a discussion of the
Investment Manager and the Investment Advisory Contract.) The Fund also receives
administrative, accounting and transfer agency services from the Investment
Manager for which the Fund pays a fee.

INVESTMENT OBJECTIVES AND POLICIES OF THE SERIES

The investment objective and policies of each Series are described below.
There are risks inherent in the ownership of any security and there can be no
assurance that such objectives will be achieved. The objectives and policies,
except those enumerated under "Investment Policy Limitations," page 47, may be
modified at any time without stockholder approval.

To comply with regulations under Section 817(h) of the Internal Revenue Code,
each Series of the SBL Fund is required to diversify its investments so that on
the last day of each quarter of a calendar year no more than 55% of the value of
its assets is represented by securities of any one issuer, no more than 70% is
represented by securities of any two issuers, no more than 80% is represented by
securities of any three issuers, and no more

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<PAGE>

than 90% is represented by securities of any four issuers. As to U.S. Government
securities, each U.S. Government agency and instrumentality is to be treated as
a separate issuer.

SERIES A (GROWTH SERIES)

The investment objective of Series A is to seek long-term capital growth by
investing in those securities which, in the opinion of the Investment Manager,
have the most long-term capital growth potential. Series A seeks to achieve its
objective by investing primarily in a broadly diversified portfolio of common
stocks (which may include American Depositary Receipts (ADRs) or securities with
common stock characteristics, such as securities convertible into common stocks.
See the discussion of ADRs and the risks associated with investing in ADRs under
"Investment Methods and Risk Factors." Series A may also invest in preferred
stocks, bonds and other debt securities. Income potential will be considered to
the extent doing so is consistent with Series A's investment objective of
long-term capital growth. Series A may invest its assets temporarily in cash and
money market instruments for defensive purposes. Series A invests for long-term
growth of capital and does not intend to place emphasis upon short-term trading
profits.

From time to time, Series A may purchase securities on a "when-issued" or
"delayed delivery basis" in excess of customary settlement periods for the type
of security involved. Securities purchased on a when-issued basis are subject to
market fluctuation and no interest or dividends accrue to the Series prior to
the settlement date. Series A will establish a segregated account with its
custodian bank in which it will maintain cash or liquid securities equal in
value to commitments for such when-issued or delayed delivery securities. Series
A may also invest up to 5% of its total assets in warrants (other than those
attached to other securities) which entitle the holder to buy equity securities
at a specific price during or at the end of a particular period. A warrant
ceases to have value if it is not exercised prior to its expiration date.

SERIES B (GROWTH-INCOME SERIES)

The investment objective of Series B is to provide long-term growth of
capital with secondary emphasis on income. Assets of the Series may be invested
in various types of securities, which may include (i) securities convertible
into common stocks; (ii) preferred stocks; (iii) debt securities issued by U.S.
corporations; (iv) securities issued by the U.S. Government or any of its
agencies or instrumentalities, including Treasury bills, certificates of
indebtedness, notes and bonds; (v) securities issued by foreign governments,
their agencies, and instrumentalities, and foreign corporations, provided that
such securities are denominated in U.S. dollars; (vi) higher yielding, high risk
debt securities (commonly referred to as "junk bonds") and zero coupon
securities. In the selection of securities for investment, the potential for
appreciation and future dividends is given more weight than current dividends.
See the discussion of ADRs and the risks associated with investing in ADRs under
"Investment Methods and Risk Factors." From time to time, Series B may purchase
government bonds or commercial notes on a temporary basis for defensive
purposes.

With respect to its investment in debt securities, there is no percentage
limitation on the amount of Series B's assets that may be invested within any
particular rating classification. Series B may invest in higher yielding,
longer-term fixed-income securities in the lower rating (higher risk) categories
of the recognized rating services (commonly referred to as "junk bonds"). These
include securities rated Ba or lower by Moody's Investors Service, Inc. or BB or
lower by Standard & Poor's Corporation. Securities rated Ba or lower by Moody's
or BB or lower by Standard & Poor's are regarded as predominantly speculative
with respect to the ability of the issuer to meet principal and interest
payments. (See the Appendix for a description of the various bond ratings
utilized by the rating services.) However, the Investment Manager will not rely
principally on the ratings assigned by the rating services. Because Series B
will invest in lower rated securities and unrated securities of comparable
quality, the achievement of the Series' investment objective may be more
dependent on the Investment Manager's own credit analysis than would be true if
investing in higher rated securities.

To the extent that Series B invests in the high yield, high risk bonds
described above, its share price and yield are expected to fluctuate more than
the share price and yield of a fund investing in higher quality, shorter-term
securities. High yield bonds may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment grade
bonds. A projection of an economic downturn, or higher interest rates, for
example, could cause a decline in high yield bond prices because an advent of
such events could lessen the ability of highly leveraged companies to make
principal and interest payments on its debt securities. In addition,

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<PAGE>

SERIES B (CONTINUED)

the secondary trading market for high yield bonds may be less liquid than the
market for higher grade bonds, which can adversely affect the ability of the
Series to dispose of its portfolio securities. Bonds for which there is only a
"thin" market can be more difficult to value inasmuch as objective pricing data
may be less available and judgment may play a greater role in the valuation
process. See the discussion of the risks associated with investing in high yield
bonds under "Investment Methods and Risk Factors" - "Special Risks Associated
with Low-Rated and Comparable Unrated Bonds." The Series may purchase securities
that are restricted as to disposition under the federal securities laws,
provided that such securities are eligible for resale to qualified institutional
investors pursuant to Rule 144A under the Securities Act of 1933 and subject to
the Series' policy that not more than 10% of its total assets will be invested
in illiquid securities. See "Investment Methods and Risk Factors" - "Restricted
Securities."

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also are sold at substantial discounts but
provide for the commencement of regular interest payments at a deferred date.
See "Investment Methods and Risk Factors" for a discussion of zero coupon
securities.

As discussed above, Series B may invest in foreign debt securities that are
denominated in U.S. dollars. Such foreign debt securities may include debt of
foreign governments, including Brady Bonds, and debt of foreign corporations.
The Series expects to limit its investment in foreign debt securities, excluding
Canadian securities, to not more than 15% of its total assets and its investment
in debt securities of issuers in emerging markets, excluding Brady Bonds, to not
more than 5% of its net assets. Many emerging market debt securities are not
rated by United States rating agencies such as Moody's and S&P and the majority
of emerging market debt securities are considered to have a credit quality below
investment grade. The Series' ability to achieve its investment objective is
thus more dependent on the credit analysis of the Series' Investment Manager
than would be the case if the Series were to invest only in higher quality
bonds. See the discussion of the risks associated with investing in foreign
securities, emerging markets, and Brady Bonds under "Investment Methods and Risk
Factors."

SERIES C (MONEY MARKET SERIES)

The investment objective of Series C is to seek as high a level of current
income as is consistent with preservation of capital. The Series will attempt to
achieve its objective by investing at least 95% of its total assets, measured at
the time of investment, in a diversified portfolio of highest quality money
market instruments. The Series may also invest up to 5% of its total assets,
measured at the time of investment, in money market instruments that are in the
second-highest rating category for short-term debt obligations. The Series may
invest in money market instruments with maturities of not longer than thirteen
months, consisting of the following:

U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed (as to
principal or interest) by the United States Government or its agencies (such as
the Small Business Administration, the Federal Housing Administration and
Government National Mortgage Association), or instrumentalities (such as Federal
Home Loan Banks and Federal Land Banks), and instruments fully collateralized
with such obligations, such as repurchase agreements.

Some U.S. Government securities, such as treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury; others are
supported by the right of the issuer to borrow from the Treasury; others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality.

BANK OBLIGATIONS. Obligations of banks or savings and loan associations
that are members of the Federal Deposit Insurance Corporation, and instruments
fully collateralized with such obligations, such as repurchase agreements.

CORPORATE OBLIGATIONS. Commercial paper issued by corporations and rated
Prime-1 or Prime-2 by Moody's Investors Service, Inc. or A-1 or A-2 by Standard
& Poor's Corporation, or other corporate debt instruments rated Aaa or Aa or
better by Moody's or AAA or AA or better by Standard & Poor's, subject to the
limitations on investment in instruments in the second-highest rating category,
discussed below. (See the Appendix for a description of the commercial paper and
corporate bond ratings.)

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SERIES C (CONTINUED)

Series C may invest in instruments having rates of interest that are
adjusted periodically according to a specified market rate for such investments
("Variable Rate Instruments"). The interest rate on a Variable Rate Instrument
is ordinarily determined by reference to, or is a percentage of, an objective
standard such as a bank's prime rate or the 91-day U.S. Treasury Bill rate. The
Series does not purchase certain Variable Rate Instruments that have a preset
cap above which the rate of interest may not rise. Generally, the changes in the
interest rate on Variable Rate Instruments reduce the fluctuation in the market
value of such securities. Accordingly, as interest rates decrease or increase,
the potential for capital appreciation or depreciation is less than for
fixed-rate obligations. Series C determines the maturity of Variable Rate
Instruments in accordance with Rule 2a-7 under the Investment Company Act of
1940 which allows the Series to consider the maturity date of such instruments
to be the period remaining until the next readjustment of the interest rate
rather than the maturity date on the face of the instrument.

Certain of the securities acquired by Series C may be restricted as to
disposition under federal securities laws, provided that such restricted
securities are eligible for resale pursuant to Rule 144A under the Securities
Act of 1933. Rule 144A, adopted by the Securities and Exchange Commission in
1990, provides a nonexclusive safe harbor exemption from the registration
requirements of the Securities Act for the resale of certain securities to
certain qualified buyers. One of the primary purposes of the Rule is to create
some resale liquidity for certain securities that would otherwise be treated as
illiquid investments. In accordance with its investment policies, the Fund is
not permitted to invest more than 10% of its total net assets in illiquid
securities. The Investment Manager, under procedures adopted by the Board of
Directors, will determine whether securities eligible for resale under Rule 144A
are liquid or not. Investing in Rule 144A securities may have the effect of
increasing the amount of the Series' assets invested in illiquid assets. See
"Investment Methods and Risk Factors" - "Restricted Securities."

Series C may invest only in U.S. dollar denominated money market
instruments that present minimal credit risk and, with respect to 95% of its
total assets, measured at the time of investment, that are of the highest
quality. The Investment Manager will determine whether a security presents
minimal credit risk under procedures adopted by the Fund's Board of Directors. A
security will be considered to be highest quality (1) if rated in the highest
rating category, (e.g., Aaa or Prime-1 by Moody's or AAA or A-1 by Standard &
Poor's) by (i) any two nationally recognized statistical rating organizations
("NRSRO's") or, (ii) if rated by only one NRSRO, by that NRSRO; (2) if issued by
an issuer that has short-term debt obligations of comparable maturity, priority,
and security and that are rated in the highest rating category by (i) any two
NRSRO's or, (ii) if rated by only one NRSRO, by that NRSRO; or (3) an unrated
security that is of comparable quality to a security in the highest rating
category as determined by the Investment Manager and whose acquisition is
approved or ratified by the Board of Directors. With respect to 5% of its total
assets, measured at the time of investment, the Series may also invest in money
market instruments that are in the second-highest rating category for short-term
debt obligations (e.g., rated Aa or Prime-2 by Moody's or AA or A-2 by S&P). A
money market instrument will be considered to be in the second-highest rating
category under the criteria described above with respect to instruments
considered highest quality, as applied to instruments in the second-highest
rating category.

Series C may not invest more than 5% of its total assets, measured at the
time of investment, in the securities of any one issuer that are of the highest
quality or more than the greater of 1% of its total assets or $1,000,000,
measured at the time of investment, in securities of any one issuer that are in
the second-highest rating category, except that these limitations shall not
apply to U.S. Government securities. The Series may exceed the 5% limitation for
up to three business days after the purchase of the securities of any one issuer
that are of the highest quality, provided that the Series has no more than one
such investment outstanding at any time. In the event that an instrument
acquired by the Series is downgraded, the Investment Manager, under procedures
approved by the Board of Directors, (or the Board of Directors itself if the
Investment Manager becomes aware that a security has been downgraded below the
second-highest rating category and the Investment Manager does not dispose of
the security within five business days) shall promptly reassess whether such
security presents minimal credit risk and determine whether or not to retain the
instrument. In the event that an instrument is acquired by the Series that
ceases to be eligible for the Series, the Investment Manager will promptly
dispose of such security in an orderly manner, unless the Board of Directors
determines that this would not be in the best interests of the Series.

While Series C does not intend to engage in short-term trading, portfolio
securities may be sold without regard to the length of time that they have been
held. A portfolio security could be sold prior to maturity to take advantage

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SERIES C (CONTINUED)

of new investment opportunities or yield differentials, or to preserve gains or
limit losses due to changed economic conditions or the financial condition of
the issuer, or for other reasons.

Series C will invest in money market instruments of varying maturities (but
no longer than 13 months) in an effort to earn as high a level of current income
as is consistent with preservation of capital and liquidity. While investing
only in high quality money market instruments, investment in Series C is not
without risk. The market value of fixed income securities is generally affected
by changes in the level of interest rates. An increase in interest rates will
generally reduce the market value of fixed income investments, and a decline in
interest rates will generally increase their value. Instruments with longer
maturities are subject to greater fluctuations in value from general interest
rate changes than are shorter term issues. Such market value changes could cause
changes in the net asset value per share. (See "Determination of Net Asset
Value," page 58.) To reduce the effect of fluctuating interest rates on the net
asset value of its shares, Series C intends to maintain a weighted average
maturity in its portfolio of not more than 90 days. In addition to general
market risks, Series C's investments in non-government obligations are subject
to the ability of the issuer to satisfy its obligations. See the Appendix for a
description of the principal types of securities and instruments in which Series
C will invest.

SERIES D (WORLDWIDE EQUITY SERIES)

The investment objective of Series D is to seek long-term growth of capital
primarily through investment in common stocks and equivalents of companies
domiciled in foreign countries and the United States. Series D will seek to
achieve its objective through investment in a diversified portfolio of
securities which will consist primarily of all types of common stocks, which may
include ADRs, and equivalents (the following constitute equivalents: convertible
debt securities, warrants and options). See "Investment Methods and Risk
Factors" - "American Depositary Receipts." Series D may also invest in preferred
stocks, bonds and other debt obligations, which include money market instruments
of foreign and domestic companies and U.S. Government and foreign governments,
governmental agencies and international organizations. The Series may also
invest in real estate investment trusts (REITs). For a full description of the
Series' investment objective and policies, see the Prospectus.

Certain of the securities purchased by Series D may be restricted as to
disposition under the federal securities laws, provided that such restricted
securities are eligible for resale to qualified institutional investors pursuant
to Rule 144A under the Securities Act of 1933 and subject to the Fund's policy
that not more than 10% of total assets will be invested in illiquid securities.
The Investment Manager, under procedures adopted by the Board of Directors, will
determine whether securities eligible for resale under Rule 144A are liquid or
not. In making this determination, the Investment Manager, under the supervision
of the Board of Directors, will consider trading markets for the specific
security taking into account the unregistered nature of a Rule 144A security. In
addition, the Investment Manager may consider: (1) the frequency of trades and
quotes; (2) the number of dealers and potential purchasers; (3) dealer
undertakings to make a market; and (4) the nature of the security and of the
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 will be monitored and if as a result of changed conditions it is
determined that a Rule 144A security is no longer liquid, Series D's holdings of
illiquid securities will be reviewed to determine what, if any, steps are
required to assure that it does not invest more than 10% of its assets in
illiquid securities. Investing in Rule 144A securities could have the effect of
increasing the amount of the Series' assets invested in illiquid securities, and
there may be undesirable delays in selling illiquid securities. See "Investment
Methods and Risk Factors" - "Restricted Securities."

In seeking to achieve its investment objective, Series D may from time to
time engage in the following investment practices:

TRANSACTION HEDGING. When Series D enters into contracts for purchase or
sale of a portfolio security denominated in a foreign currency, it may be
required to settle a purchase transaction in the relevant foreign currency or
receive the proceeds of a sale in that currency. In either event, Series D will
be obligated to acquire or dispose of such foreign currency as is represented by
the transaction by selling or buying an equivalent amount of United States
dollars. Furthermore, the Series may wish to "lock in" the United States dollar
value of the transaction at or near the time of a purchase or sale of portfolio
securities at the exchange rate or rates then prevailing between the United
States dollar and the currency in which the foreign security is denominated.

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SERIES D (CONTINUED)

Therefore, Series D may, for a fixed amount of United States dollars, enter into
a forward foreign exchange contract for the purchase or sale of the amount of
foreign currency involved in the underlying securities transaction. In so doing,
Series D will attempt to insulate itself against possible losses and gains
resulting from a change in the relationship between the United States dollar and
the foreign currency during the period between the date a security is purchased
or sold and the date on which payment is made or received. This process is known
as "transaction hedging." To effect the translation of the amount of foreign
currencies involved in the purchase and sale of foreign securities and to effect
the "transaction hedging" described above, Series D may purchase or sell foreign
currencies on a "spot" (i.e. cash) basis or on a forward basis whereby the
Series purchases or sells a specific amount of foreign currency, at a price set
at the time of the contract, for receipt of delivery at a specified date which
may be any fixed number of days in the future.

Such spot and forward foreign exchange transactions may also be utilized to
reduce the risk inherent in fluctuations in the exchange rate between the United
States dollar and the relevant foreign currency when foreign securities are
purchased or sold for settlement beyond customary settlement time (as described
below). Neither type of foreign currency transaction will eliminate fluctuations
in the prices of Series D's portfolio or securities or prevent loss if the price
of such securities should decline.

PORTFOLIO HEDGING. Some or all of Series D's portfolio will be denominated
in foreign currencies. As a result, in addition to the risk of change in the
market value of portfolio securities, the value of the portfolio in United
States dollars is subject to fluctuations in the exchange rate between such
foreign currencies and the United States dollar. When, in the opinion of the
Series' Sub-Adviser, Lexington Management Corporation ("Lexington"), it is
desirable to limit or reduce exposure in a foreign currency in order to moderate
potential changes in the United States dollar value of the portfolio, Series D
may enter into a forward foreign currency exchange contract by which the United
States dollar value of the underlying foreign portfolio securities can be
approximately matched by an equivalent United States dollar liability. This
technique is known as "portfolio hedging" and moderates or reduces the risk of
change in the United States dollar value of the Series' portfolio only during
the period before the maturity of the forward contract (which will not be in
excess of one year). Series D, for hedging purposes only, may also enter into
forward currency exchange contracts to increase its exposure to a foreign
currency that Lexington expects to increase in value relative to the United
States dollar. Series D will not attempt to hedge all of its foreign portfolio
positions and will enter into such transactions only to the extent, if any,
deemed appropriate by Lexington. Hedging against a decline in the value of
currency does not eliminate fluctuations in the prices of portfolio securities
or prevent losses if the prices of such securities decline. Series D intends to
limit transactions as described in this paragraph to not more than 70% of total
Series assets.

FORWARD COMMITMENTS. Series D may make contracts to purchase securities for
a fixed price at a future date beyond customary settlement time ("forward
commitments") because new issues of securities are typically offered to
investors, such as Series D, on that basis. Forward commitments involve a risk
of loss if the value of the security to be purchased declines prior to the
settlement date. This risk is in addition to the risk of decline in value of
Series D's other assets. Although the Series will enter into such contracts with
the intention of acquiring the securities, Series D may dispose of a commitment
prior to settlement if Lexington deems it appropriate to do so. Series D may
realize short-term profits or losses upon the sale of forward commitments.

COVERED CALL OPTIONS. Call options may also be used as a means of
participating in an anticipated price increase of a security on a more limited
basis than would be possible if the security itself were purchased. Series D may
write only covered call options. Since it can be expected that a call option
will be exercised if the market value of the underlying security increases to a
level greater than the exercise price, this strategy will generally be used when
Lexington believes that the call premium received by the Series, plus
anticipated appreciation in the price of the underlying security, up to the
exercise price of the call, will be greater than the appreciation in the price
of the security. Series D will not purchase put and call options written by
others. Also, Series D will not write any put options. Series D intends to limit
transactions as described in this paragraph to less than 5% of total Series
assets. See the discussion of writing covered call options under "Investment
Methods and Risk Factors."

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<PAGE>

SERIES E (HIGH GRADE INCOME SERIES)

The investment objective of Series E is to provide current income with
security of principal. In pursuing its investment objective, the Series will
invest in a broad range of debt securities, including (i) securities issued by
U.S. and Canadian corporations; (ii) securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (iii) securities issued or
guaranteed by the Dominion of Canada or provinces thereof; (iv) securities
issued by foreign governments, their agencies and instrumentalities, and foreign
corporations, provided that such securities are denominated in U.S. dollars; (v)
higher yielding, high risk debt securities (commonly referred to as "junk
bonds"); (vi) certificates of deposit issued by a U.S. branch of a foreign bank
("Yankee CDs"); and (vii) investment grade mortgage-backed securities ("MBSs")
and (viii) zero coupon securities. Under normal circumstances, the Series will
invest at least 65% of its assets in U.S. Government securities and securities
rated A or higher by Moody's or S&P at the time of purchase, or if unrated, of
equivalent quality as determined by the Investment Manager.

Series E may invest in corporate debt securities rated Baa or higher by
Moody's or BBB or higher by S&P at the time of purchase, or if unrated, of
equivalent quality as determined by the Investment Manager. See Appendix A for a
description of corporate bond ratings. Included in such securities may be
convertible bonds or bonds with warrants attached which are rated at least Baa
or BBB at the time of purchase, or if unrated, of equivalent quality as
determined by the Investment Manager. A "convertible bond" is a bond, debenture
or preferred share which may be exchanged by the owner for common stock or
another security, usually of the same company, in accordance with the terms of
the issue. A "warrant" confers upon its holder the right to purchase an amount
of securities at a particular time and price. Securities rated Baa by Moody's or
BBB by S&P have speculative characteristics.

Series E may invest up to 25% of its net assets in higher yielding debt
securities in the lower rating (higher risk) categories of the recognized rating
services (commonly referred to as "junk bonds"). Such securities include
securities rated Ba or lower by Moody's or BB or lower by S&P and are regarded
as predominantly speculative with respect to the ability of the issuer to meet
principal and interest payments. The Series will not invest in junk bonds which
are rated in default at the time of purchase. See "Investment Methods and Risk
Factors" for a discussion of the risks associated with investing in such
securities.

U.S. Government securities are obligations of or guaranteed by the U.S.
Government, its agencies or instrumentalities. These include bills, certificates
of indebtedness, notes and bonds issued by the Treasury or by agencies in
instrumentalities of the U.S. Government. Some U.S. Government securities, such
as Treasury bills and bonds, are supported by the full faith and credit of the
U.S. Treasury, others are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. Government
to purchase the agency's obligations; still others, such as those of the Student
Loan Marketing Association, are supported only by the credit of the
instrumentality. Although U.S. Government securities are guaranteed by the U.S.
Government, its agencies or instrumentalities, shares of the Fund are not so
guaranteed in any way. The diversification rules under Section 817(h) of the
Internal Revenue Code limit the ability of Series E to invest more than 55% of
its assets in the securities of any one U.S. Government agency or
instrumentality.

Series E may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof, and Canadian corporate debt
securities. Canadian securities would not be purchased if subject to the foreign
interest equalization tax and unless payable in U.S. dollars.

For fixed-income securities such as corporate debt securities or U.S.
Government securities, the market value is generally affected by changes in the
level of interest rates. An increase in interest rates will tend to reduce the
market value of fixed-income investments, and a decline in interest rates will
tend to increase their value. In addition, debt securities with longer
maturities, which tend to produce higher yields, are subject to potentially
greater capital appreciation and depreciation than obligations with shorter
maturities.

Series E may invest in Yankee CDs which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
U.S. Yankee CDs are subject to somewhat different risks than are the obligations
of domestic banks. The Series also may invest in debt securities issued by
foreign governments, their agencies and instrumentalities and foreign
corporations, provided that such securities are denominated in U.S. dollars. The
Series' investments in foreign securities, including Canadian securities, will
not exceed 25% of the

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SERIES E (CONTINUED)

Series' net assets. See "Investment Methods and Risk Factors" for a
discussion of the risks associated with investing in foreign securities.

Series E may invest in investment grade mortgage-backed securities (MBSs),
including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Series may invest up to 10% of its net assets in
securities known as "inverse floating obligations," "residual interest bonds,"
or "interest-only" (IO) or "principal-only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. The
Series will hold less than 25% of its net assets in MBSs. For a discussion of
MBSs and the risks associated with such securities, see "Investment Methods and
Risk Factors."

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also are sold at substantial discounts but
provide for the commencement of regular interest payments at a deferred date.
See "Investment Methods and Risk Factors" for a discussion of zero coupon
securities.

Series E may acquire certain securities that are restricted as to
disposition under the federal securities laws, including securities that are
eligible for resale to qualified institutional investors pursuant to Rule 144A
under the Securities Act of 1933, subject to the Series' policy that not more
than 15 percent of the Series' net assets will be invested in illiquid assets.
See "Investment Methods and Risk Factors" for a discussion of restricted
securities.

Series E may purchase securities on a "when-issued" or "delayed delivery
basis" in excess of customary settlement periods for the types of security
involved. For a discussion of such securities, see "Investment Methods and Risk
Factors" - "When-Issued Securities."

Series E may, for defensive purposes, invest part or all of its assets in
money market instruments such as those appropriate for investment by Series C.

SERIES S (SOCIAL AWARENESS SERIES)

The investment objective of Series S is to seek capital appreciation. In
seeking its objective, Series S will invest in various types of securities which
meet certain social criteria established for the Series. Series S will invest in
a diversified portfolio of common stocks (which may include ADRs), convertible
securities, preferred stocks and debt securities. See "Investment Methods and
Risk Factors" - "American Depositary Receipts." From time to time, the Series
may purchase government bonds or commercial notes on a temporary basis for
defensive purposes.

Securities selected for their appreciation possibilities will be primarily
common stocks or other securities having the investment characteristics of
common stocks, such as securities convertible into common stocks. Securities
will be selected on the basis of their appreciation and growth potential.
Securities considered to have capital appreciation and growth potential will
often include securities of smaller and less mature companies. Such companies
may present greater opportunities for capital appreciation because of high
potential earnings growth, but may also involve greater risk. They may have
limited product lines, markets or financial resources, and they may be dependent
on a limited management group. Their securities may trade less frequently and in
limited volume, and only in the over-the-counter market or on smaller securities
exchanges. As a result, the securities of smaller companies may have limited
marketability and may be subject to more abrupt or erratic changes in value than
securities of larger, more established companies. The Series may also invest in
larger companies where opportunities for above-average capital appreciation
appear favorable and the Series' social criteria are satisfied.

Series S may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio or as an efficient
means of adjusting its exposure to the stock market. The Series will limit its
use of futures contracts so that initial margin deposits or premiums on such
contracts used for non-hedging purposes will not equal more than 5 percent of
the Series' net assets. The Series may also write call and put options on a
covered basis and purchase put and call options on securities and financial
indices. The aggregate market value of the Series' portfolio securities covering
call or put options will not exceed 25 percent of the Series' net assets. See
the discussion of options and futures contracts under "Investment Methods and
Risk Factors."

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SERIES S (CONTINUED)

Series S will not invest in securities of companies that engage in the
production of nuclear energy, alcoholic beverages or tobacco products.

SERIES J (EMERGING GROWTH SERIES)

The investment objective of Series J is to seek capital appreciation by
investing in a diversified portfolio of common stocks (which may include ADRs),
preferred stocks, debt securities, and securities convertible into common
stocks. See "Investment Methods and Risk Factors" - "American Depositary
Receipts." On a temporary basis, there may be times when Series J may invest its
assets in cash or money market instruments for defensive purposes.

Securities selected for their appreciation possibilities will be primarily
common stocks or other securities having the investment characteristics of
common stocks, such as securities convertible into common stocks. Securities
will be selected on the basis of their appreciation and growth potential.
Current income will not be a factor in selecting investments, and any such
income should be considered incidental. Securities considered to have capital
appreciation and growth potential will often include securities of smaller and
less mature companies. These companies often have a unique proprietary product
or profitable market niche and the potential to grow very rapidly. Such
companies may present greater opportunities for capital appreciation because of
high potential earnings growth, but may also involve greater risk. They may have
limited product lines, markets or financial resources, and they may be dependent
on a small or inexperienced management team. Their securities may trade less
frequently and in limited volume, and only in the over-the-counter market or on
smaller securities exchanges. As a result, the securities of smaller companies
may have limited marketability and may be subject to more abrupt or erratic
changes in value than securities of larger, more established companies.

Series J may also invest in larger companies where opportunities for
above-average capital appreciation appear favorable.

Series J may purchase securities on a "when-issued" or "delayed delivery
basis" in excess of customary settlement periods for the type of security
involved. Securities purchased on a when-issued basis are subject to market
fluctuation and no interest or dividends accrue to the Series prior to the
settlement date. Series J will establish a segregated account with its custodian
bank in which it will maintain cash or liquid securities equal in value to
commitments for such when-issued or delayed delivery securities. See "Investment
Methods and Risk Factors" - "When-Issued Securities."

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SERIES J (CONTINUED)

The Series may enter into futures contracts (or options thereon) to hedge
all or a portion of its portfolio, or as an efficient means of adjusting its
exposure to the stock market. The Series will not use futures contracts for
leveraging purposes. The Series will limit its use of futures contracts so that
initial margin deposits or premiums on such contracts used for non-hedging
purposes will not equal more than 5% of the Series' net asset value. Futures
contracts (and options thereon) and the risks associated with such instruments
are described in further detail under "Investment Methods and Risk Factors."

SERIES K (GLOBAL AGGRESSIVE BOND SERIES)

The primary investment objective of Series K is to provide high current
income. Capital appreciation is a secondary objective. The Series, under normal
circumstances, invests substantially all of its assets in debt securities of
issuers in the United States, developed foreign countries and emerging markets.
For purposes of its investment objective, the Series considers an emerging
country to be any country whose economy and market the World Bank or United
Nations considers to be emerging or developing. The Series may also invest in
debt securities traded in any market, of companies that derive 50% or more of
their total revenue from either goods or services produced in such emerging
countries and emerging markets or sales made in such countries. Determinations
as to eligibility will be made by the Series' Sub-Advisers, Lexington and MFR
Advisors, Inc. ("MFR") based on publicly available information and inquiries
made to the companies. It is possible in the future that sufficient numbers of
emerging country or emerging market debt securities would be traded on
securities markets in industrialized countries so that a major portion, if not
all, of the Series' assets would be invested in securities traded on such
markets, although such a situation is unlikely at present.

Currently, investing in many of the emerging countries and emerging markets
is not feasible or may involve political risks. Accordingly, Lexington currently
intends to consider investments only in those countries in which it believes
investing is feasible. The list of acceptable countries will be reviewed by
Lexington and MFR and approved by the Board of Directors on a periodic basis and
any additions or deletions with respect to such list will be made in accordance
with changing economic and political circumstances involving such countries.
Lexington is the Sub-Adviser of the Series. Lexington has entered into a
sub-advisory contract with MFR to provide Series K with investment and economic
research services. In determining the appropriate distribution of investments
among various countries and geographic regions for the Series, Lexington and MFR
ordinarily consider the following factors: prospects for relative economic
growth among the different countries in which the Series may invest; expected
levels of inflation; government policies influencing business conditions; the
outlook for currency relationships; and the range of the individual investment
opportunities available to international investors.

Although the Series values assets daily in terms of U.S. dollars, the
Series does not intend to convert holdings of foreign currencies into U.S.
dollars on a daily basis. The Series will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference ("spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to the Series at one rate, while offering a lesser rate of exchange should the
Series desire to sell that currency to the dealer.

The Series may invest in the following types of money market instruments
(i.e., debt instruments with less than 12 months remaining until maturity)
denominated in U.S. dollars or other currencies: (a) obligations issued or
guaranteed by the U.S. or foreign governments, their agencies, instrumentalities
or municipalities; (b) obligations of international organizations designed or
supported by multiple foreign governmental entities to promote economic
reconstruction or development; (c) finance company obligations, corporate
commercial paper and other short-term commercial obligations; (d) bank
obligations (including certificates of deposit, time deposits, demand deposits
and bankers' acceptances), subject to the restriction that the Series may not
invest more than 25% of its total assets in bank securities; (e) repurchase
agreements with respect to the foregoing; and (f) other substantially similar
short-term debt securities with comparable characteristics.

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SERIES K (CONTINUED)

SAMURAI AND YANKEE BONDS. Subject to its respective fundamental investment
restrictions, the Series may invest in yen-denominated bonds sold in Japan by
non-Japanese issuers ("Samurai bonds"), and may invest in dollar-denominated
bonds sold in the United States by non-U.S. issuers ("Yankee bonds"). It is the
policy of the Series to invest in Samurai or Yankee bond issues only after
taking into account considerations of quality and liquidity, as well as yield.

COMMERCIAL BANK OBLIGATIONS. For the purposes of the Series' investment
policies with respect to bank obligations, obligations of foreign branches of
U.S. banks and of foreign banks are obligations of the issuing bank and may be
general obligations of the parent bank. Such obligations, however, may be
limited by the terms of a specific obligation and by government regulation. As
with investment in non-U.S. securities in general, investments in the
obligations of foreign branches of U.S. banks and of foreign banks may subject
the Series to investment risks that are different in some respect from those of
investments in obligations of domestic issuers. Although the Series typically
will acquire obligations issued and supported by the credit of U.S. or foreign
banks having total assets at the time of purchase in excess of $1 billion, this
$1 billion figure is not a fundamental investment policy or restriction of the
Series. For the purposes of calculation with respect to the $1 billion figure,
the assets of a bank will be deemed to include the assets of its U.S. and non-U.
S. branches.

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS.
Although repurchase agreements carry certain risks not associated with direct
investments in securities, the Series intends to enter into repurchase
agreements only with banks and broker/dealers believed by Lexington and MFR to
present minimal credit risks in accordance with guidelines approved by the
Fund's Board of Directors. Lexington and MFR will review and monitor the
creditworthiness of such institutions, and will consider the capitalization of
the institution, Lexington and MFR's prior dealings with the institution, any
rating of the institution's senior long-term debt by independent rating agencies
and other relevant factors.

The Series will invest only in repurchase agreements collateralized at all
times in an amount at least equal to the repurchase price plus accrued interest.
To the extent that the proceeds from any sale of such collateral upon a default
in the obligation to repurchase were less than the repurchase price, the Series
would suffer a loss. If the financial institution which is party to the
repurchase agreement petitions for bankruptcy or otherwise becomes subject to
bankruptcy or other liquidation proceedings there may be restrictions on the
Series' ability to sell the collateral and the Series could suffer a loss. The
Series will not enter into a repurchase agreement with a maturity of more than
seven days if, as a result, more than 15% of the value of its total net assets
would be invested in such repurchase agreements and other illiquid investments
and securities for which no readily available market exists.

The Series may enter into reverse repurchase agreements. A reverse
repurchase agreement is a borrowing transaction in which the Series transfers
possession of a security to another party, such as a bank or broker/dealer, in
return for cash, and agrees to repurchase the security in the future at an
agreed upon price, which includes an interest component. The Series also may
engage in "roll" borrowing transactions which involve the Series' sale of fixed
income securities together with a commitment (for which the Series may receive a
fee) to purchase similar, but not identical, securities at a future date. The
Series will maintain, in a segregated account with a custodian, cash or liquid
securities in an amount sufficient to cover its obligation under "roll"
transactions and reverse repurchase agreements.

BORROWING. The Series' operating policy on borrowing provides that the
Series will not borrow money in order to purchase securities and the Series may
borrow up to 5% of its total assets for temporary or emergency purposes and to
meet redemptions. This policy may be changed by the Fund's Board of Directors.
Any borrowing by the Series may cause greater fluctuation in the value of its
shares than would be the case if the Series did not borrow.

SHORT SALES. The Series is authorized to make short sales of securities,
although it has no current intention of doing so. A short sale is a transaction
in which the Series sells a security in anticipation that the market price of
that security will decline. The Series may make short sales as a form of hedging
to offset potential declines in long positions in securities it owns and in
order to maintain portfolio flexibility. The Series only may make short sales
"against the box." In this type of short sale, at the time of the sale, the
Series owns the security it has sold short or has the immediate and
unconditional right to acquire the identical security at no additional cost.

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SERIES K (CONTINUED)

In a short sale, the seller does not immediately deliver the securities
sold and does not receive the proceeds from the sale. To make delivery to the
purchaser, the executing broker borrows the securities being sold short on
behalf of the seller. The seller is said to have a short position in the
securities sold until it delivers the securities sold, at which time it receives
the proceeds of the sale. To secure its obligation to deliver securities sold
short, the Series will deposit in a separate account with its custodian an equal
amount of the securities sold short or securities convertible into or
exchangeable for such securities at no cost. The Series could close out a short
position by purchasing and delivering an equal amount of the securities sold
short, rather than by delivering securities already held by the Series, because
the Series might want to continue to receive interest and dividend payments on
securities in its portfolio that are convertible into the securities sold short.

The Series might make a short sale "against the box" in order to hedge
against market risks when Lexington and MFR believe that the price of a security
may decline, causing a decline in the value of a security owned by the Series or
a security convertible into or exchangeable for such security. In such case, any
future losses in the Series' long position should be reduced by a gain in the
short position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which such gains or losses in the long
position are reduced will depend upon the amount of the securities sold short
relative to the amount of the securities the Series owns, either directly or
indirectly, and, in the case where a Series owns convertible securities, changes
in the investment values or conversion premiums of such securities. There will
be certain additional transaction costs associated with short sales "against the
box," but the Series will endeavor to offset these costs with income from the
investment of the cash proceeds of short sales.

ILLIQUID SECURITIES. The Series may invest up to 15% of total net assets in
illiquid securities. Securities may be considered illiquid if the Series cannot
reasonably expect to receive approximately the amount at which the Series values
such securities within seven days. The sale of illiquid securities, if they can
be sold at all, generally will require more time and result in higher brokerage
charges or dealer discounts and other selling expenses than will the sale of
liquid securities, such as securities eligible for trading on U.S. securities
exchanges or in the over-the-counter markets. Moreover, restricted securities,
which may be illiquid for purposes of this limitation often sell, if at all, at
a price lower than similar securities that are not subject to restrictions on
resale.

With respect to liquidity determinations generally, the Fund's Board of
Directors has the ultimate responsibility for determining whether specific
securities, including restricted securities pursuant to Rule 144A under the
Securities Act of 1933, are liquid or illiquid. The Board has delegated the
function of making day-to-day determinations of liquidity to Lexington and MFR
in accordance with procedures approved by the Fund's Board of Directors.
Lexington and MFR take into account a number of factors in reaching liquidity
decisions, including, but not limited to: (i) the frequency of trading in the
security; (ii) the number of dealers that make quotes for the security; (iii)
the number of dealers that have undertaken to make a market in the security;
(iv) the number of other potential purchasers; and (v) the nature of the
security and how trading is effected (e.g., the time needed to sell the
security, how offers are solicited and the mechanics of transfer). Lexington and
MFR will monitor the liquidity of securities held by the Series and report
periodically on such decisions to the Board of Directors.

OPTIONS, FUTURES AND FORWARD CURRENCY STRATEGIES

WRITING COVERED CALL OPTIONS. The Series may write (sell) covered call
options and purchase options to close out options previously written by the
Series. Covered call options generally will be written on securities and
currencies which in the opinion of Lexington and MFR are not expected to make
any major price moves in the near future but which, over the long term, are
deemed to be attractive investments for the Series. Lexington, MFR and the
Series believe that writing of covered call options is less risky than writing
uncovered or "naked" options, which the Series will not do. For more information
about writing covered call options, see the discussion under "Investment Methods
and Risk Factors."

WRITING COVERED PUT OPTIONS. The Series may write covered put options and
purchase options to close out options previously written by the Series. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) the obligation to buy, the underlying security or currency at the
exercise price during the option period. The option may be exercised at any time
prior to its expiration date. The operation of put options in other respects,
including their related risks and rewards, is substantially identical to that of
call options. See the discussion of writing covered put options under
"Investment Methods and Risk Factors."

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SERIES K (CONTINUED)

PURCHASING PUT OPTIONS. The Series may purchase put options. As the holder
of a put option, the Series would have the right to sell the underlying security
or currency at the exercise price at any time during the option period. The
Series may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire. See the discussion of purchases of put
options under "Investment Methods and Risk Factors."

The premium paid by the Series when purchasing a put option will be
recorded as an asset in the Series' statement of assets and liabilities. This
asset will be adjusted daily to the option's current market value, which will be
the latest sale price at the time at which the net asset value per share of the
Series is computed (at the close of regular trading on the NYSE), or, in the
absence of such sale, the latest bid price. The asset will be extinguished upon
expiration of the option, the writing of an identical option in a closing
transaction, or the delivery of the underlying security or currency upon the
exercise of the option.

PURCHASING CALL OPTIONS. The Series may purchase call options. As the
holder of a call option, the Series would have the right to purchase the
underlying security or currency at the exercise price at any time during the
option period. The Series may enter into closing sale transactions with respect
to such options, exercise them or permit them to expire. Call options may be
purchased by the Series for the purpose of acquiring the underlying security or
currency for its portfolio. For a discussion of purchases of call options, see
"Investment Methods and Risk Factors."

The Series may attempt to accomplish objectives similar to those involved
in using Forward Contracts (defined below), as described in the Prospectus, by
purchasing put or call options on currencies. A put option gives the Series as
purchaser the right (but not the obligation) to sell a specified amount of
currency at the exercise price until the expiration of the option. A call option
gives the Series as purchaser the right (but not the obligation) to purchase a
specified amount of currency at the exercise price until its expiration. The
Series might purchase a currency put option, for example, to protect itself
during the contract period against a decline in the dollar value of a currency
in which it holds or anticipates holding securities. If the currency's value
should decline against the dollar, the loss in currency value should be offset,
in whole or in part, by an increase in the value of the put. If the value of the
currency instead should rise against the dollar, any gain to the Series would be
reduced by the premium it had paid for the put option. A currency call option
might be purchased, for example, in anticipation of, or to protect against, a
rise in the value against the dollar of a currency in which the Series
anticipates purchasing securities.

Currency options may be either listed on an exchange or traded
over-the-counter ("OTC options"). Listed options are third-party contracts
(i.e., performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation), and have standardized strike prices
and expiration dates. OTC options are two-party contracts with negotiated strike
prices and expiration dates. The Securities and Exchange Commission ("SEC")
staff considers OTC options to be illiquid securities. The Series will not
purchase an OTC option unless the Series believes that daily valuations for such
options are readily obtainable. OTC options differ from exchange-traded options
in that OTC options are transacted with dealers directly and not through a
clearing corporation (which guarantees performance). Consequently, there is a
risk of non-performance by the dealer. Since no exchange is involved, OTC
options are valued on the basis of a quote provided by the dealer. In the case
of OTC options, there can be no assurance that a liquid secondary market will
exist for any particular option at any specific time.

INTEREST RATE AND CURRENCY FUTURES CONTRACTS. The Series may enter into
interest rate or currency futures contracts ("Futures" or "Futures Contracts")
as a hedge against changes in prevailing levels of interest rates or currency
exchange rates in order to establish more definitely the effective return on
securities or currencies held or intended to be acquired by the Series. The
Series' hedging may include sales of Futures as an offset against the effect of
expected increases in interest rates or currency exchange rates, and purchases
of Futures as an offset against the effect of expected declines in interest
rates or currency exchange rates.

The Series will enter only into Futures Contracts which are traded on
national futures exchanges and are standardized as to maturity date and
underlying financial instrument. The principal interest rate and currency
Futures exchanges in the United States are the Board of Trade of the City of
Chicago and the Chicago Mercantile Exchange. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.

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SERIES K (CONTINUED)

Although techniques other than sales and purchases of Futures Contracts
could be used to reduce the Series' exposure to interest rate and currency
exchange rate fluctuations, the Series may be able to hedge exposure more
effectively and at a lower cost through using Futures Contracts.

The Series will not enter into a Futures Contract if, as a result thereof,
more than 5% of the Series' total assets (taken at market value at the time of
entering into the contract) would be committed to "margin" (down payment)
deposits on such Futures Contracts.

Futures Contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument (debt
security or currency) for a specified price at a designated date, time and
place. Brokerage fees are incurred when a Futures Contract is bought or sold,
and margin deposits must be maintained at all times the Futures Contract is
outstanding. For a discussion of Futures Contracts and the risks associated with
investing in Futures Contracts, see "Investment Methods and Risk Factors."

In the case of a Futures Contract sale, the Series either will set aside
amounts, as in the case of a Futures Contract purchase, own the security
underlying the contract or hold a call option permitting the Series to purchase
the same Futures Contract at a price no higher than the contract price. Assets
used as cover cannot be sold while the position in the corresponding Futures
Contract is open, unless they are replaced with similar assets. As a result, the
commitment of a significant portion of the Series' assets to cover could impede
portfolio management or the Series' ability to meet redemption requests or other
current obligations.

OPTIONS ON FUTURES CONTRACTS. Options on Futures Contracts are similar to
options on securities or currencies except that options on Futures Contracts
give the purchaser the right, in return for the premium paid, to assume a
position in a Futures Contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase or sell the
Futures Contract, at a specified exercise price at any time during the period of
the option. Upon exercise of the option, the delivery of the Futures position by
the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's Futures margin account which
represents the amount by which the market price of the Futures Contract, at
exercise, exceeds (in the case of a call) or is less than (in the case of a put)
the exercise price of the option on the Futures Contract. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash equal to the difference between the
exercise price of the option and the closing level of the securities, currencies
or index upon which the Futures Contracts are based on the expiration date.
Purchasers of options who fail to exercise their options prior to the exercise
date suffer a loss of the premium paid.

As an alternative to purchasing call and put options on Futures, the Series
may purchase call and put options on the underlying securities or currencies
themselves. Such options would be used in a manner identical to the use of
options on Futures Contracts.

To reduce or eliminate the leverage then employed by the Series, or to
reduce or eliminate the hedge position then currently held by the Series, the
Series may seek to close out an option position by selling an option covering
the same securities or contract and having the same exercise price and
expiration date. Trading in options on Futures Contracts began relatively
recently. The ability to establish and close out positions on such options will
be subject to the development and maintenance of a liquid secondary market. It
is not certain that this market will develop. For a discussion of options on
Futures Contracts and associated risks, see "Investment Methods and Risk
Factors."

FORWARD CURRENCY CONTRACTS AND OPTIONS ON CURRENCY. A forward currency
contract ("Forward Contract") is an obligation, generally arranged with a
commercial bank or other currency dealer, to purchase or sell a currency against
another currency at a future date and price as agreed upon by the parties. The
Series may accept or make delivery of the currency at the maturity of the
Forward Contract or, prior to maturity, enter into a closing transaction
involving the purchase or sale of an offsetting contract. The Series may enter
into Forward Contracts either with respect to specific transactions or with
respect to the Series' portfolio positions. The Series will utilize Forward
Contracts only on a covered basis. See the discussion of such contracts and
related options under "Investment Methods and Risk Factors."

INTEREST RATE AND CURRENCY SWAPS. The Series usually will enter into
interest rate swaps on a net basis if the contract so provides, that is, the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Series receiving or paying, as the case
may be, only the net amount of the two payments. Inasmuch as swaps, caps, floors
and collars are entered into for good faith hedging

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SERIES K (CONTINUED)

purposes, Lexington, MFR and the Series believe that they do not constitute
senior securities under the 1940 Act if appropriately covered and, thus, will
not treat them as being subject to the Series' borrowing restrictions. Interest
rate swaps involve the exchange by the Series with another party of their
respective commitments to pay or receive interest (for example, 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 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 the cap to the extent that a specified
index exceeds a predetermined interest rate. The purchase of an interest rate
floor entitles the purchaser to receive payments on a notional principal amount
from the party selling the 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 return within a predetermined range of
interest rates or values.

The Series will not enter into any swap, cap, floor, collar or other
derivative transaction unless, at the time of entering into the transaction, the
unsecured long-term debt rating of the counterparty combined with any credit
enhancements is rated at least A by Moody's Investors Service, Inc. ("Moody's")
or Standard & Poor's Ratings Group ("S&P") or has an equivalent rating from a
nationally recognized statistical rating organization or is determined to be of
equivalent credit quality by Lexington and MFR. If a counterparty defaults, the
Series may have contractual remedies pursuant to the agreements related to the
transactions. 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 and, for that reason, they are less liquid than swaps.

SERIES M (SPECIALIZED ASSET ALLOCATION SERIES)

The investment objective of Series M is to seek high total return,
consisting of capital appreciation and current income. The Series seeks this
objective by following an asset allocation strategy that contemplates shifts
among a wide range of investment categories and market sectors. The Series will
invest in the following investment categories: equity securities of domestic and
foreign issuers, including common stocks, preferred stocks, convertible
securities and warrants; debt securities of domestic and foreign issuers,
including mortgage-related and other asset-backed securities; exchange-traded
real estate investment trusts (REITs); equity securities of companies involved
in the exploration, mining, development, production and distribution of gold
("gold stocks"); zero coupon securities and domestic money market instruments.
See "Investment Methods and Risk Factors" in the Prospectus and this Statement
of Additional Information for a discussion of the additional risks associated
with investment in foreign securities, and see the discussion of the risks
associated with investment in gold stocks below.

The Series is not required to maintain a portion of its assets in each of
the permitted investment categories. The Series, however, under normal
circumstances maintains a minimum of 35% of its total assets in equity
securities and 10% in debt securities. The Series will not invest more than 55%
of its total assets in money market instruments (except when in a temporary
defensive position), more than 80% of its total assets in foreign securities,
nor more than 20% of its total assets in gold stocks.

The Series' Sub-Adviser, Meridian Investment Management Company
("Meridian"), conducts quantitative investment research and uses the research to
strategically allocate the Series' assets among the investment categories
identified above, primarily on the basis of a quantitative asset allocation
model. With respect to equity securities, the model analyzes a large number of
equity securities based on the following factors: current earnings, earnings
history, long-term earnings projections, current price, and price momentum.
Meridian then determines which sectors within an identified investment category
are deemed to be the most attractive relative to

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SERIES M (CONTINUED)

other sectors. For example, the model may indicate that a portion of the Series'
assets should be invested in the domestic equity category of the market and
within this category that pharmaceutical stocks represent a sector with an
attractive total return potential.

Meridian identifies sectors of the domestic and international economy in
which the Series will invest and then determines which equity securities to
purchase within the identified sectors.

With respect to the selection of debt securities for the Series, the asset
allocation model provided by Meridian, analyzes the prices of commodities and
finished goods to arrive at an interest rate projection. The Investment Manager
will determine the portion of the portfolio to allocate to debt securities and
the duration of those securities based on the model's interest rate projections.
Gold stocks and REITs will be analyzed in a manner similar to that used for
equity securities. Money market instruments will be analyzed based on current
returns and the current yield curve. The asset allocation model used by the
Series may evolve over time or be replaced by other stock selection techniques.
There is no assurance that the model will correctly predict market trends or
enable the Series to achieve its investment objective.

The Series may invest in investment grade mortgage-backed securities
(MBSs), including mortgage pass-through securities and collateralized mortgage
obligations (CMOs). The Series will not invest in an MBS if, as a result of such
investment, more than 25% of its total assets would be invested in MBSs,
including CMOs and mortgage pass-through securities. For a discussion of MBSs
and the risks associated with such securities, see "Investment Methods and Risk
Factors" - "Mortgage-Backed Securities" in the Prospectus and this Statement of
Additional Information.

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also are sold at substantial discounts but
provide for the commencement of regular interest payments at a deferred date.
See "Investment Methods and Risk Factors" for a discussion of zero coupon
securities.

The Series may write covered call options and purchase put options on
securities, financial indices and foreign currencies and may enter into futures
contracts. The Series may buy and sell futures contracts (and options on such
contracts) to manage exposure to changes in securities prices and foreign
currencies and as an efficient means of adjusting overall exposure to certain
markets. It is the Series' operating policy that initial margin deposits and
premiums on options used for non-hedging purposes will not equal more than 5% of
the Series' net assets. The total market value of securities against which the
Series has written call options may not exceed 25% of its total assets. The
Series will not commit more than 5% of its total assets to premiums when
purchasing put options. Futures contracts and options may not always be
successful hedges and their prices can be highly volatile. Using futures
contracts and options could lower the Series' total return and the potential
loss from the use of futures can exceed the Series' initial investment in such
contracts. Futures contracts and options and the risks associated with such
instruments are described in further detail under "Investment Methods and Risk
Factors."

SERIES N (MANAGED ASSET ALLOCATION SERIES)

The investment objective of Series N is to seek a high level of total
return by investing primarily in a diversified group of fixed income and equity
securities.

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<PAGE>

The Series is designed to balance the potential appreciation of common
stocks with the income and principal stability of bonds over the long term. Over
the long term, the Series expects to allocate its assets so that approximately
40% of such assets will be in the fixed income sector (as defined below) and
approximately 60% in the equity sector (as defined below). This mix may vary
over shorter time periods within the ranges set forth below:

RANGE

Fixed Income Sector 30-50%
Equity Sector 50-70%

The primary consideration in varying from the 60-40 allocation will be the
outlook of the Series' Sub-Adviser, T. Rowe Price Associates, Inc. ("T. Rowe
Price"), for the different markets in which the Series invests. Shifts between
the fixed income and equity sectors will normally be done gradually and T. Rowe
Price will not attempt to precisely "time" the market. There is, of course no
guarantee that T. Rowe Price's gradual approach to allocating the Series' assets
will be successful in achieving the Series' objective. The Series will maintain
cash reserves to facilitate the Series' cash flow needs (redemptions, expenses
and purchases of Series securities) and it may invest in cash reserves without
limitation for temporary defensive purposes.

Assets allocated to the fixed income portion of the Series primarily will
be invested in U.S. and foreign investment grade bonds, high yield bonds,
short-term investments and currencies, as needed to gain exposure to foreign
markets. Assets allocated to the equity portion of the Series will be allocated
among U.S. and non-dollar large- and small-cap companies, currencies and
futures.

The Series' fixed income sector will be allocated among investment grade,
high yield, U.S. and non-dollar debt securities and currencies generally within
the ranges indicated below:

Investment Grade 50-100%
High Yield 0-30%
Non-dollar 0-30%
Cash Reserves 0-20%

Investment grade debt securities include long, intermediate and short-term
investment grade debt securities (e.g., AAA, AA, A or BBB by S&P or if not
rated, of equivalent investment quality as determined by T. Rowe Price). The
weighted average maturity for this portion (investment grade debt securities) of
the Series' portfolio is generally expected to be intermediate (3-10 years),
although it may vary significantly. Non-dollar debt securities include
non-dollar denominated government and corporate debt securities or currencies of
at least three countries. See "Investment Methods and Risk Factors" - "Certain
Risks of Foreign Investing" for a discussion of the risks involved in foreign
investing. High-yield securities include high-yielding, income-producing debt
securities in the lower rating categories (commonly referred to as "junk bonds")
and preferred stocks including convertible securities. High yield bonds may be
purchased without regard to maturity; however, the average maturity is expected
to be approximately 10 years, although it may vary if market conditions warrant.
Quality will generally range from lower-medium to low and the Series may also
purchase bonds in default if, in the opinion of T. Rowe Price, there is
significant potential for capital appreciation. Lower-rated debt obligations are
generally considered to be high risk investments. See "Investment Methods and
Risk Factors" for a discussion of the risks involved in investing in high-yield,
lower-rated debt securities. Securities which may be held as cash reserves
include liquid short-term investments of one year or less having the highest
ratings by at least one established rating organization, or if not rated, of
equivalent investment quality as determined by T. Rowe Price. The Series may use
currencies to gain exposure to an international market prior to investing in
non-dollar securities.

Large Cap 45-100%
Small Cap 0-30%
Non-dollar 0-35%

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SERIES N (CONTINUED)

Large Cap securities generally include stocks of well-established companies
with capitalization over $1 billion which can produce increasing dividend
income.

The Series may invest up to 35% of its total assets in U.S.
dollar-denominated and non-U.S. dollar-denominated securities issued by foreign
issuers. Some of the countries in which the Series may invest may be considered
to be developing and may involve special risks. For a discussion of the risks
involved in investment in foreign securities, see "Investment Methods and Risk
Factors" - "Certain Risks of Foreign Investing."

The Series' foreign investments are also subject to currency risk described
under "Investment Methods and Risk Factors" - "Currency Fluctuations." To manage
this risk and facilitate the purchase and sale of foreign securities, the Series
may engage in foreign currency transactions involving the purchase and sale of
forward foreign currency exchange contracts. Although forward currency
transactions will be used primarily to protect the Series from adverse currency
movements, they also involve the risk that anticipated currency movements will
not be accurately predicted and the Series' total return could be adversely
affected as a result. For a discussion of forward currency transactions and the
risks associated with such transactions, see "Investment Methods and Risk
Factors" - "Forward Currency Contracts and Related Options" and "Purchase and
Sale of Currency Futures Contracts and Related Options." Purchases by the Series
of currencies in substitution of purchases of stocks and bonds will subject the
Series to risks different from a fund invested solely in stocks and bonds.

The Series' investments include, but are not limited to, equity and fixed
income securities of any type and the Series may utilize the investment methods
and investment vehicles described below.

The Series may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio, as a hedge against
changes in prevailing levels of interest rates or currency exchange rates, or as
an efficient means of adjusting its exposure to the bond, stock, and currency
markets. The Series will not use futures contracts for leveraging purposes. The
Series will limit its use of futures contracts so that initial margin deposits
or premiums on such contracts used for non-hedging purposes will not equal more
than 5% of the Series' net asset value. The Series may also write call and put
options and purchase put and call options on securities, financial indices, and
currencies. The aggregate market value of the Series' portfolio securities or
currencies covering call or put options will not exceed 25% of the Series' net
assets. The Series may enter into foreign futures and options transactions. As
part of its investment program and to maintain greater flexibility, the Series
may invest in instruments which have the characteristics of futures, options and
securities, known as "hybrid

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SERIES N (CONTINUED)

instruments." For a discussion of such instruments and the risks involved in
investing therein, see "Investment Methods and Risk Factors" -- "Hybrid
Instruments."

The Series may acquire illiquid securities in an amount not exceeding 15%
of net assets. Because an active trading market does not exist for such
securities the sale of such securities may be subject to delay and additional
costs. The Series will not invest more than 5% of its total assets in restricted
securities (other than securities eligible for resale under Rule 144A of the
Securities Act of 1933). Series N may invest in securities on a "when-issued" or
"delayed delivery basis" in excess of customary settlement periods for the type
of security involved. For a discussion of restricted and when-issued securities,
see "Investment Methods and Risk Factors."

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also are sold at substantial discounts but
provide for the commencement of regular interest payments at a deferred date.
See "Investment Methods and Risk Factors" for a discussion of zero coupon
securities.

The Series may invest in debt or preferred equity securities convertible
into or exchangeable for equity securities and warrants. As a fundamental
policy, for the purpose of realizing additional income, the Series may lend
securities with a value of up to 33 1/3% of its total assets to broker-dealers,
institutional investors, or other persons. Any such loan will be continuously
secured by collateral at least equal to the value of the securities loaned. For
a discussion of the limitations on lending and risks of lending, see "Investment
Methods and Risk Factors" - "Lending of Portfolio Securities." The Series may
also invest in real estate investment trusts (REITs). For a discussion of REITs
and certain risks involved therein, see this Statement of Additional Information
and the Fund's Prospectus under "Investment Methods and Risk Factors."

FIXED INCOME SECURITIES. Fixed income securities in which the Series may
invest include, but are not limited to, those described below.

U.S. GOVERNMENT OBLIGATIONS. Bills, notes, bonds and other debt securities
issued by the U.S. Treasury. These are direct obligations of the U.S. Government
and differ mainly in the length of their maturities.

U.S. GOVERNMENT AGENCY SECURITIES. Issued or guaranteed by U.S. Government
sponsored enterprises and federal agencies. These include securities issued by
the Federal National Mortgage Association, Government National Mortgage
Association, Federal Home Loan Bank, Federal Land Banks, Farmers Home
Administration, Banks for Cooperatives, Federal Intermediate Credit Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business Association, and
the Tennessee Valley Authority. Some of these securities are supported by the
full faith and credit of the U.S. Treasury, and the remainder are supported only
by the credit of the instrumentality, which may or may not include the right of
the issuer to borrow from the Treasury.

BANK OBLIGATIONS. Certificates of deposit, bankers' acceptances, and other
short-term debt obligations. Certificates of deposit are short-term obligations
of commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank by a borrower, usually in connection with international commercial
transactions.

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SERIES N (CONTINUED)

Certificates of deposits may have fixed or variable rates. The Series may
invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign
banks and foreign branches of foreign banks.

SAVINGS AND LOAN OBLIGATIONS. Negotiable certificates of deposit and other
short-term debt obligations of savings and loan associations.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). CMOs are obligations fully
collateralized by a portfolio of mortgages or mortgage-related securities.
Payments of principal and interest on the mortgages are passed through to the
holders of the CMOs on the same schedule as they are received, although certain
classes of CMOs have priority over others with respect to the receipt of
prepayments on the mortgages. Therefore, depending on the type of CMOs in which
a Series invests, the investment may be subject to a greater or lesser risk of
prepayment than other types of mortgage-related securities.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are securities
representing interest in a pool of mortgages. After purchase by the Series, a
security may cease to be rated or its rating may be reduced below the minimum
required for purchase by the Series. Neither event will require a sale of such
security by the Series. However, T. Rowe Price will consider such event in its
determination of whether the Series should continue to hold the security. To the
extent that the ratings given by Moody's or S&P may change as a result of
changes in such organizations or their rating systems, the Series will attempt
to use comparable ratings as standards for investments in accordance with the
investment policies contained in the Fund's Prospectus.

The Series may also invest in the securities of certain supranational
entities, such as the International Development Bank.

For a discussion of mortgage-backed securities and certain risks involved
therein, see this Statement of Additional Information and the Fund's Prospectus
under "Investment Methods and Risk Factors."

ASSET-BACKED SECURITIES. The Series may invest a portion of its assets in
debt obligations known as asset-backed securities. The credit quality of most
asset-backed securities depends primarily on the credit quality of the assets
underlying such securities, how well the entity issuing the security is
insulated from the credit risk of the originator or any other affiliated
entities and the amount and quality of any credit support provided to the
securities. The rate of principal payment on asset-backed securities generally
depends on the rate of principal payments received on the underlying assets
which in turn may be affected by a variety of economic and other factors. As a
result, the yield on any asset-backed security is difficult to predict with
precision and actual yield to maturity may be more or less than the anticipated
yield to maturity.

AUTOMOBILE RECEIVABLE SECURITIES. The Series may invest in asset-backed
securities which are backed by receivables from motor vehicle installment sales
contracts or installment loans secured by motor vehicles ("Automobile Receivable
Securities").

CREDIT CARD RECEIVABLE SECURITIES. The Series may invest in asset-backed
securities backed by receivables from revolving credit card agreements ("Credit
Card Receivable Securities").

OTHER ASSETS. T. Rowe Price anticipates that asset-backed securities backed
by assets other than those described above will be issued in the future. The
Series may invest in such securities in the future if such investment is
otherwise consistent with its investment objective and policies. For a
discussion of these securities, see this Statement of Additional Information and
the Fund's Prospectus under "Investment Methods and Risk Factors."

In addition to the investments described in the Fund's Prospectus, the
Series may invest in the following:

ADDITIONAL FUTURES AND OPTIONS CONTRACTS. Although the Series has no
current intention of engaging in financial futures or options transactions other
than those described above, it reserves the right to do so. Such futures or
options trading might involve risks which differ from those involved in the
futures and options described above.

SERIES O (EQUITY INCOME SERIES)

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SERIES O (CONTINUED)

expected to be significantly above that of the Standard and Poor's 500 Stock
Index ("S&P 500"). Total return is expected to consist primarily of dividend
income and secondarily of capital appreciation (or depreciation).

The Series may invest up to 35% of its total assets in U.S. dollar
denominated and non U.S. dollar denominated securities issued by foreign
issuers. For a discussion of the risks involved in foreign securities
investments, see this Statement of Additional Information and the Prospectus
under "Investment Methods and Risk Factors."

To achieve its objective, the Series, under normal circumstances, will
invest at least 65% of its assets in income-producing common stocks, whose
prospects for dividend growth and capital appreciation are considered favorable
by T. Rowe Price. To enhance capital appreciation potential, the Series also
uses a value-oriented approach, which means it invests in stocks it believes are
currently undervalued in the market place. The Series' investments will
generally be made in companies which share some of the following
characteristics: established operating histories; above-average current dividend
yields relative to the S&P 500; low price-earnings ratios relative to the S&P
500; sound balance sheets and other financial characteristics; and low stock
price relative to company's underlying value as measured by assets, earnings,
cash flow or business franchises.

Series O may invest in debt securities of any type without regard to
quality or rating. Such securities would be purchased in companies which meet
the investment criteria for the Series. Such securities may include securities
rated below investment grade (e.g., securities rated Ba or lower by Moody's or
BB or lower by S&P). The Series will not purchase such a security (commonly
referred to as a "junk bond") if immediately after such purchase the Series
would have more than 10% of its total assets invested in such securities. See
"Investment Methods and Risk Factors" - "Special Risks Associated with Low-Rated
and Comparable Unrated Debt Securities" for a discussion of the risks associated
with investing in such securities.

Although the Series will invest primarily in U.S. common stocks, it may
also purchase other types of securities, for example, foreign securities,
convertible securities, real estate investment trusts (REITs) and warrants, when
considered consistent with the Series' investment objective and program. The
Series' investments in foreign securities include non-dollar denominated
securities traded outside of the U.S. and dollar denominated securities traded
in the U.S. (such as ADRs). The Series may invest up to 25% of its total assets
in foreign securities. See the discussions of the risks associated with
investing in foreign securities under "American Depositary Receipts," "Currency
Fluctuations" and "Certain Risks of Foreign Investing."

The Series may also engage in a variety of investment management practices,
such as buying and selling futures and options. The Series may buy and sell
futures contracts (and options on such contracts) to manage its exposure to
changes in securities prices and foreign currencies and as an efficient means of
adjusting its overall exposure to certain markets. The Series may purchase or
write (sell) call and put options on securities, financial indices, and foreign
currencies. It is the Series' operating policy that initial margin deposits and
premiums on options used for non-hedging purposes will not equal more than 5% of
the Series' net asset value and, with respect to options on securities, the
total market value of securities against which the Series has written call or
put options may not exceed 25% of its total assets. The Series will not commit
more than 5% of its total assets to premiums when purchasing call or put
options. The Series may also invest up to 10% of its total assets in hybrid
instruments which are described under "Investment Methods and Risk Factors" -
"Hybrid Instruments." Also see the discussions of futures, options and forward
currency transactions under "Investment Methods and Risk Factors."

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SERIES O (CONTINUED)

The Series may also invest in restricted securities described under
"Investment Methods and Risk Factors." The Series' investment in such
securities, other than Rule 144A securities, is limited to 5% of its net assets.
Series O may invest in securities on a "when-issued" or "delayed delivery basis"
as discussed in "Invesetment Methods and Risk Factors." The Series may borrow up
to 33 1/3% of its total assets; however, the Series may not purchase securities
when borrowings exceed 5% of its total assets. The Series may hold a certain
portion of its assets in money market securities, including repurchase
agreements, in the two highest rating categories, maturing in one year or less.
For temporary, defensive purposes, the Series may invest without limitation in
such securities. The Series may lend securities to broker-dealers, other
institutions, or other persons to earn additional income. The value of loaned
securities may not exceed 33 1/3% of the Series' total assets. See "Investment
Methods and Risk Factors" - "Lending of Portfolio Securities" for a discussion
of the risks associated with securities lending.

SERIES P (HIGH YIELD SERIES)

The investment objective of Series P is to seek high current income.
Capital appreciation is a secondary objective. Under normal circumstances, the
Series will seek its investment objective by investing primarily in a broad
range of income producing securities, including (i) higher yielding, higher
risk, debt securities (commonly referred to as "junk bonds"); (ii) preferred
stock; (iii) securities issued by foreign governments, their agencies and
instrumentalities, and foreign corporations, provided that such securities are
denominated in U.S. dollars; (iv) mortgage-backed securities ("MBSs"); (v)
asset-backed securities; (vi) securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, including Treasury
bills, certificates of indebtedness, notes and bonds; (vii) securities issued or
guaranteed by, the Dominion of Canada or provinces thereof; and (viii) zero
coupon securities. Series P may also invest up to 35% of its assets in common
stocks (which may include ADRs), warrants and rights. Under normal
circumstances, at least 65% of the Series' total assets will be invested in
high-yielding, high risk debt securities.

Series P may invest up to 100% of its assets in debt securities that, at
the time of purchase, are rated below investment grade ("high yield securities"
or "junk bonds"), which involve a high degree of risk and are predominantly
speculative. For a description of debt ratings and a discussion of the risks
associated with investing in junk bonds, see "Investment Methods and Risk
Factors." Included in the debt securities which the Series may purchase are
convertible bonds, or bonds with warrants attached. A "convertible bond" is a
bond, debenture, or preferred share which may be exchanged by the owner for
common stock or another security, usually of the same company, in accordance
with the terms of the issue. A "warrant" confers upon the holder the right to
purchase an amount of securities at a particular time and price. See "Investment
Methods and Risk Factors" for a discussion of the risks associated with such
securities.

The Series may purchase securities which are obligations of, or guaranteed
by, the Dominion of Canada or provinces thereof and debt securities issued by
Canadian corporations. Canadian securities will not be purchased if subject to
the foreign interest equalization tax and unless payable in U.S. dollars. The
Series may also invest in debt securities issued by foreign governments
(including Brady Bonds), their agencies and instrumentalities and foreign
corporations (including those in emerging markets), provided such securities are
denominated in U.S. dollars. The Series' investment in foreign securities,
excluding Canadian securities, will not exceed 25% of the Series' net assets.
See "Investment Methods and Risk Factors" for a discussion of the risks
associated with investing in foreign securities, Brady Bonds and emerging
markets.

The Series may invest in MBSs, including mortgage pass-through securities
and collateralized mortgage obligations (CMOs). The Series may invest in
securities known as "inverse floating obligations," "residual interest bonds,"
and "interest only" (IO) and "principal only" (PO) bonds, the market values of
which generally will be more volatile than the market values of most MBSs. This
is due to the fact that such instruments are more sensitive to interest rate
changes and to the rate of principal prepayments than are most other MBSs. The
Series will hold less than 25% of its net assets in MBSs. For a discussion of
MBSs and the risks associated with such securities, see "Investment Methods and
Risk Factors."

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SERIES P (CONTINUED)

loans providing the source of both principal and interest payments. Asset-backed
securities are subject to risks similar to those discussed with respect to MBSs.
See "Investment Methods and Risk Factors."

The Series may invest in zero coupon securities which are debt securities
that pay no cash income but are sold at substantial discounts from their face
value. Certain zero coupon securities also are sold at substantial discounts but
provide for the commencement of regular interest payments at a deferred date.
See "Investment Methods and Risk Factors" for a discussion of zero coupon
securities.

Series P may acquire certain securities that are restricted as to
disposition under federal securities laws, including securities eligible for
resale to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933, subject to the Series' policy that not more than 15% of
the Series' net assets will be invested in illiquid assets. See "Investment
Methods and Risk Factors" for a discussion of restricted securities.

Series P may purchase securities on "when-issued" or "delayed delivery
basis" in excess of customary settlement periods for the type of security
involved. The Series may also purchase or sell securities on a "forward
commitment" basis and may enter into "repurchase agreements," "reverse
repurchase agreements" and "roll transactions." The Series may lend securities
to broker/dealers, other institutions or other persons to earn additional
income. The value of loaned securities may not exceed 33 1/3% of the Series'
total assets. In addition, the Series may purchase loans, loan participations
and other types of direct indebtedness.

The Series may enter into futures contracts (a type of derivative) (or
options thereon) to hedge all or a portion of its portfolio, as a hedge against
changes in prevailing levels of interest rates or as an efficient means of
adjusting its exposure to the bond market. The Series will not use futures
contracts for leveraging purposes. The Series will limit its use of futures
contracts so that initial margin deposits or premiums on such contracts used for
non-hedging purposes will not equal more than 5% of the Series' net asset value.
The Series may purchase call and put options and write such options on a
"covered" basis. The Series may also enter into interest rate and index swaps
and purchase or sell related caps, floors and collars. The aggregate market
value of the Series' portfolio securities covering call or put options will not
exceed 25% of the Series' net assets. See "Investment Methods and Risk Factors"
for a discussion of the risks associated with these types of investments.

The Series' investment in warrants, valued at the lower of cost or market,
will not exceed 5% of the Series' net assets. Included within this amount, but
not to exceed 2% of the Series' net assets, may be warrants which are not listed
on the New York or American Stock Exchange. Warrants acquired by the Series in
units or attached to securities may be deemed to be without value.

From time to time, Series P may invest part or all of its assets in U.S.
Government securities, commercial notes or money market instruments. It is
anticipated that the weighted average maturity of the Series portfolio will
range from 5 to 15 years under normal circumstances.

SERIES V (VALUE SERIES)

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SERIES V (VALUE SERIES) (CONTINUED)

when, in the opinion of the Investment Manager, it is advisable to do so on
account of current or anticipated market conditions. The Series may utilize
repurchase agreements on an overnight basis or bank demand accounts, pending
investment in securities or to meet potential redemptions or expenses. See the
discussion of when-issued securities, Rule 144A securities and repurchase
agreements under "Investment Methods and Risk Factors."

INVESTMENT METHODS AND RISK FACTORS

Some of the risk factors related to certain securities, instruments and
techniques that may be used by one or more of the Series are described in the
"Investment Objectives and Policies" and "Investment Methods and Risk Factors"
sections of the Prospectus and in this Statement of Additional Information. The
following is a description of certain additional risk factors related to various
securities, instruments and techniques. The risks so described only apply to
those Series which may invest in such securities and instruments or which use
such techniques. Also included is a general description of some of the
investment instruments, techniques and methods which may be used by one or more
of the Series. The methods described only apply to those Series which may use
such methods. Although a Series may employ the techniques, instruments and
methods described below, consistent with its investment objective and policies
and any applicable law, no Series will be required to do so.

AMERICAN DEPOSITARY RECEIPTS. Each of the Series (except Series C and E) of
the Fund may purchase American Depositary Receipts ("ADRs") which are
dollar-denominated receipts issued generally by U.S. banks and which represent
the deposit with the bank of a foreign company's securities. ADRs are publicly
traded on exchanges or over-the-counter in the United States. Investors should
consider carefully the substantial risks involved in investing in securities
issued by companies of foreign nations, which are in addition to the usual risks
inherent in domestic investments. Although the Series intend to invest only in
nations which are considered to have relatively stable and friendly governments,
there is the possibility of expropriation, nationalization or confiscatory
taxation, foreign exchange controls (which may include suspension of the ability
to transfer currency from a given country), political or social instability or
diplomatic developments which could affect investment in securities of issuers
in those nations. In addition, in many countries there is less publicly
available information about issuers than is available in reports about companies
in the United States. Foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, and auditing practices
and requirements may not be comparable to those applicable to U.S. companies. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States. Foreign investments may be subject to taxation
abroad. In addition, the foreign securities markets of many of the countries in
which the Series may invest may also be smaller, less liquid, and subject to
greater price volatility than those in the United States.

REPURCHASE AGREEMENTS. A repurchase agreement involves a purchase by the
Series of a security from a selling financial institution (such as a bank,
savings and loan association or broker-dealer) which agrees to repurchase such
security at a specified price and at a fixed time in the future, usually not
more than seven days from the date of purchase. The resale price is in excess of
the purchase price and reflects an agreed upon yield effective for the period of
time the Series' money is invested in the security.

Currently, Series A, B, C, E, S, J, P and V may enter into repurchase
agreements only with federal reserve system member banks with total assets of at
least one billion dollars and equity capital of at least one hundred million
dollars and "primary" dealers in U.S. Government securities. These Series may
enter into repurchase agreements, fully collateralized by U.S. Government or
agency securities, only on an overnight basis.

Repurchase agreements are considered to be loans by the Fund under the
Investment Company Act of 1940. Engaging in any repurchase transaction will be
subject to any rules or regulations of the Securities and Exchange Commission or
other regulatory authorities. Not more than 10% of the assets of Series A, B, C,
D, E, S and J will be invested in illiquid assets, which include repurchase
agreements with maturities of over seven days.

Series D and K may enter into repurchase agreements only with (a)
securities dealers that have a total capitalization of at least $40,000,000 and
a ratio of aggregate indebtedness to net capital of no more than 4 to 1, or,
alternatively, net capital equal to 6% of aggregate debit balances, or (b) banks
that have at least $1,000,000,000 in assets and a net worth of at least
$100,000,000 as of its most recent annual report. In addition,

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

the aggregate repurchase price of all repurchase agreements held by each Series
with any broker shall not exceed 15% of the total assets of the Series or
$5,000,000, whichever is greater. The Series will not enter into repurchase
agreements maturing in more than seven days if the aggregate of such repurchase
agreements and other illiquid investments would exceed 10% of total assets for
Series D or 15% of net assets for Series K.

Series M may enter into repurchase agreements with (a) well-established
securities dealers or (b) banks that are members of the Federal Reserve System.
Any such dealer or bank will have a credit rating with respect to its short-term
debt of at least A1 by Standard & Poor's Corporation, P1 by Moody's Investors
Service, Inc., or the equivalent rating by the Investment Manager. This Series
may enter into repurchase agreements with maturities of over seven days,
provided that it may not invest more than 15% of its total assets in illiquid
securities.

Series N and O may enter into repurchase agreements only with (a)
securities dealers that have a net capital in excess of $50,000,000, are
reasonably leveraged, and are otherwise considered as appropriate entities with
which to enter into repurchase agreements, or (b) banks that are included on T.
Rowe Price's list of established banks. To determine whether a dealer or bank
qualifies under these criteria, T. Rowe Price's Credit Committee will conduct a
thorough examination to determine that the applicable financial and
profitability standards have been met. Series N and O will not under any
circumstances enter into a repurchase agreement of a duration of more than seven
business days if, as a result, more than 15% of the value of the Series' total
assets would be so invested or invested in illiquid securities. Generally, the
Series will not commit more than 50% of its gross assets to repurchase
agreements or more than 5% of its total assets to repurchase agreements of any
one vendor.

In the event of a bankruptcy or other default of a seller of a repurchase
agreement, the Series could experience both delays in liquidating the underlying
securities and losses, including (a) possible decline in the value of the
underlying security during the period while the Series seeks to enforce its
rights thereto; (b) possible subnormal levels of income and lack of access to
income during this period; and (c) expenses of enforcing its rights. The Board
of Directors of the Fund has promulgated guidelines with respect to repurchase
agreements.

REAL ESTATE INVESTMENT TRUSTS (REITS). A REIT is a trust that invests in a
diversified portfolio of real estate holdings. Investment in REITs involves
certain special risks. Equity REITs may be affected by any changes in the value
of the underlying property owned by the trusts, while mortgage REITs may be
affected by the quality of any credit extended. Further, equity and mortgage
REITs are dependent upon management skill, are not diversified, and are
therefore subject to the risk of financing single or a limited number of
projects. Such trusts are also subject to heavy cash flow dependency, defaults
by borrowers, self liquidation, and the possibility of failing to qualify for
special tax treatment under Subchapter M of the Internal Revenue Code and to
maintain an exemption under the Investment Company Act of 1940. Finally, certain
REITs may be self-liquidating in that a specific term of existence is provided
for in the trust document. Such trusts run the risk of liquidating at an
economically inopportune time.

DEBT OBLIGATIONS. Yields on short, intermediate, and long-term securities
are dependent on a variety of factors, including the general conditions of the
money and bond markets, the size of a particular offering, the maturity of the
obligation, and the rating of the issue. Debt securities with longer maturities
tend to produce higher yields and are generally subject to potentially greater
capital appreciation and depreciation than obligations with shorter maturities
and lower yields. The market prices of debt securities usually vary, depending
upon available yields. An increase in interest rates will generally reduce the
value of portfolio investments, and a decline in interest rates will generally
increase the value of portfolio investments. The ability of the Series to
achieve its investment objectives is also dependent on the continuing ability of
the issuers of the debt securities in which the Series invest to meet their
obligations for the payment of interest and principal when due.

SPECIAL RISKS ASSOCIATED WITH LOW-RATED AND COMPARABLE UNRATED DEBT
SECURITIES. Low-rated and comparable unrated securities, while generally
offering higher yields than investment-grade securities with similar maturities,
involve greater risks, including the possibility of default or bankruptcy. They
are regarded as predominantly speculative with respect to the issuer's capacity
to pay interest and repay principal. The special risk considerations in
connection with such investments are discussed below. See the Appendix of this
Statement for a discussion of securities ratings.

The low-rated and comparable unrated securities market is relatively new,
and its growth paralleled a long economic expansion. As a result, it is not
clear how this market may withstand a prolonged recession or economic downturn.
Such a prolonged economic downturn could severely disrupt the market for and
adversely affect the value of such securities.

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

All interest-bearing securities typically experience appreciation when
interest rates decline and depreciation when interest rates rise. The market
values of low-rated and comparable unrated securities tend to reflect individual
corporate developments to a greater extent than do higher-rated securities,
which react primarily to fluctuations in the general level of interest rates.
Low-rated and comparable unrated securities also tend to be more sensitive to
economic conditions than are higher-rated securities. As a result, they
generally involve more credit risks than securities in the higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates, highly leveraged issuers of low-rated and comparable unrated securities
may experience financial stress and may not have sufficient revenues to meet
their payment obligations. The issuer's ability to service its debt obligations
may also be adversely affected by specific corporate developments, the issuer's
inability to meet specific projected business forecasts, or the unavailability
of additional financing. The risk of loss due to default by an issuer of
low-rated and comparable unrated securities is significantly greater than
issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the issuer
of a low-rated and comparable unrated security defaulted, a Series might incur
additional expenses to seek recovery. Periods of economic uncertainty and
changes would also generally result in increased volatility in the market prices
of low-rated and comparable unrated securities and thus in a Series' net asset
value.

As previously stated, the value of such a security will decrease in a
rising interest rate market and accordingly, so will a Series' net asset value.
If a Series experiences unexpected net redemptions in such a market, it may be
forced to liquidate a portion of its portfolio securities without regard to
their investment merits. Due to the limited liquidity of high-yield securities
(discussed below) a Series may be forced to liquidate these securities at a
substantial discount. Any such liquidation would reduce a Series' asset base
over which expenses could be allocated and could result in a reduced rate of
return for a Series.

Low-rated and comparable unrated securities typically contain redemption,
call, or prepayment provisions which permit the issuer of such securities
containing such provisions to, at their discretion, redeem the securities.
During periods of falling interest rates, issuers of high-yield securities are
likely to redeem or prepay the securities and refinance them with debt
securities with a lower interest rate. To the extent an issuer is able to
refinance the securities or otherwise redeem them, a Series may have to replace
the securities with a lower-yielding security, which would result in a lower
return for a Series.

Credit ratings issued by credit-rating agencies evaluate the safety of
principal and interest payments of rated securities. They do not, however,
evaluate the market value risk of low-rated and comparable unrated securities
and, therefore, may not fully reflect the true risks of an investment. In
addition, credit-rating agencies may or may not make timely changes in a rating
to reflect changes in the economy or in the condition of the issuer that affect
the market value of the security. Consequently, credit ratings are used only as
a preliminary indicator of investment quality. Investments in low-rated and
comparable unrated securities will be more dependent on the Investment Manager
or relevant Sub-Adviser's credit analysis than would be the case with
investments in investment-grade debt securities. The Investment Manager or
relevant Sub-Adviser employs its own credit research and analysis, which
includes a study of existing debt, capital structure, ability to service debt
and to pay dividends, the issuer's sensitivity to economic conditions, its
operating history, and the current trend of earnings. The Investment Manager or
relevant Sub-Adviser continually monitors the investments in a Series' portfolio
and carefully evaluates whether to dispose of or to retain low-rated and
comparable unrated securities whose credit ratings or credit quality may have
changed.

A Series may have difficulty disposing of certain low-rated and comparable
unrated securities because there may be a thin trading market for such
securities. Because not all dealers maintain markets in all low-rated and
comparable unrated securities, there is no established retail secondary market
for many of these securities. A Series anticipates that such securities could be
sold only to a limited number of dealers or institutional investors. To the
extent a secondary trading market does exist, it is generally not as liquid as
the secondary market for higher-rated securities. The lack of a liquid secondary
market may have an adverse impact on the market price of the security. As a
result, a Series' asset value and a Series' ability to dispose of particular
securities, when necessary to meet a Series' liquidity needs or in response to a
specific economic event, may be impacted. The lack of a liquid secondary market
for certain securities may also make it more difficult for the Fund to obtain
accurate market quotations for purposes of valuing a Series. Market quotations
are generally available on many

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

low-rated and comparable unrated issues only from a limited number of dealers
and may not necessarily represent firm bids of such dealers or prices for actual
sales. During periods of thin trading, the spread between bid and asked prices
is likely to increase significantly. In addition, adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of low-rated and comparable unrated securities, especially
in a thinly-traded market.

Recent legislation has been adopted and from time to time, proposals have
been discussed regarding new legislation designed to limit the use of certain
low-rated and comparable unrated securities by certain issuers. An example of
legislation is a recent law which requires federally insured savings and loan
associations to divest their investment in these securities over time. New
legislation could further reduce the market because such legislation, generally,
could negatively affect the financial condition of the issuers of high-yield
securities, and could adversely affect the market in general. It is not
currently possible to determine the impact of the recent legislation on this
market. However, it is anticipated that if additional legislation is enacted or
proposed, it could have a material effect on the value of low-rated and
comparable unrated securities and the existence of a secondary trading market
for the securities.

PUT AND CALL OPTIONS:

WRITING (SELLING) COVERED CALL OPTIONS. A call option gives the holder
(buyer) the "right to purchase" a security or currency at a specified price (the
exercise price), at expiration of the option (European style) or at any time
until a certain date (the expiration date) (American style). So long as the
obligation of the writer of a call option continues, he may be assigned an
exercise notice by the broker-dealer through whom such option was sold,
requiring him to deliver the underlying security or currency against payment of
the exercise price. This obligation terminates upon the expiration of the call
option, or such earlier time at which the writer effects a closing purchase
transaction by repurchasing an option identical to that previously sold.

Certain Series may write (sell) "covered" call options and purchase options
to close out options previously written by the Series. In writing covered call
options, the Series expects to generate additional premium income which should
serve to enhance the Series' total return and reduce the effect of any price
decline of the security or currency involved in the option. Covered call options
will generally be written on securities or currencies which, in the opinion of
the Investment Manager or relevant Sub-Adviser, are not expected to have any
major price increases or moves in the near future but which, over the long term,
are deemed to be attractive investments for the Series.

The Series will write only covered call options. This means that the Series
will own the security or currency subject to the option or an option to purchase
the same underlying security or currency, having an exercise price equal to or
less than the exercise price of the "covered" option, or will establish and
maintain with its custodian for the term of the option, an account consisting of
cash or liquid securities having a value equal to the fluctuating market value
of the optioned securities or currencies. In order to comply with the
requirements of several states, the Series will not write a covered call option
if, as a result, the aggregate market value of all Series securities or
currencies covering call or put options exceeds 25% of the market value of the
Series' net assets. Should these state laws change or should the Series obtain a
waiver of their application, the Series reserves the right to increase this
percentage. In calculating the 25% limit, the Series will offset, against the
value of assets covering written calls and puts, the value of purchased calls
and puts on identical securities or currencies with identical maturity dates.

Series securities or currencies on which call options may be written will
be purchased solely on the basis of investment considerations consistent with
the Series' investment objectives. The writing of covered call options is a
conservative investment technique believed to involve relatively little risk (in
contrast to the writing of naked or uncovered options, which the Series will not
do), but capable of enhancing the Series' total return. When writing a covered
call option, the Series, in return for the premium, gives up the opportunity for
profit from a price increase in the underlying security or currency above the
exercise price, but conversely, retains the risk of loss should the price of the
security or currency decline. Unlike one who owns securities or currencies not
subject to an option, the Series has no control over when it may be required to
sell the underlying securities or currencies, since it may be assigned an
exercise notice at any time prior to the expiration of its obligations as a
writer. If a call option which the Series has written expires, the Series will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during the
option period.

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

If the call option is exercised, the Series will realize a gain or loss from the
sale of the underlying security or currency.

Call options written by the Series will normally have expiration dates of
less than nine months from the date written. The exercise price of the options
may be below, equal to, or above the current market values of the underlying
securities or currencies at the time the options are written. From time to time,
the Series may purchase an underlying security or currency for delivery in
accordance with an exercise notice of a call option assigned to it, rather than
delivering such security or currency from its portfolio. In such cases,
additional costs may be incurred.

The premium received is the market value of an option. The premium the
Series will receive from writing a call option will reflect, among other things,
the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the option
period. Once the decision to write a call option has been made, the Investment
Manager or relevant Sub-Adviser, in determining whether a particular call option
should be written on a particular security or currency, will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for those options. The premium received by the
Series for writing covered call options will be recorded as a liability of the
Series. This liability will be adjusted daily to the option's current market
value, which will be the latest sale price at the time at which the net asset
value per share of the Series is computed (close of the New York Stock
Exchange), or, in the absence of such sale, the latest asked price. The option
will be terminated upon expiration of the option, the purchase of an identical
option in a closing transaction, or delivery of the underlying security or
currency upon the exercise of the option.

The Series will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market price
of a call option will generally reflect increases in the market price of the
underlying security or currency, any loss resulting from the repurchase of a
call option is likely to be offset in whole or in part by appreciation of the
underlying security or currency owned by the Series.

WRITING (SELLING) COVERED PUT OPTIONS. A put option gives the purchaser of
the option the right to sell, and the writer (seller) has the obligation to buy,
the underlying security or currency at the exercise price during the option
period (American style) or at the expiration of the option (European style). So
long as the obligation of the writer continues, he may be assigned an exercise
notice by the broker-dealer through whom such option was sold, requiring him to
make payment of the exercise price against delivery of the underlying security
or currency. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
Certain Series may write American or European style covered put options and
purchase options to close out options previously written by the Series.

Certain Series may write put options on a covered basis, which means that
the Series would either (i) maintain in a segregated account cash or liquid
securities in an amount not less than the exercise price at all times while the
put option is outstanding; (ii) sell short the security or currency underlying
the put option at the same or higher price than the exercise price of the put
option; or (iii) purchase an option to sell the underlying security or currency
subject to the option having an exercise price equal to or greater than the
exercise price of the "covered" option at all times while the put option is
outstanding. (The rules of a clearing corporation currently require that such
assets be deposited in escrow to secure payment of the exercise price.) The
Series would generally write covered put options in circumstances where the
Investment Manager or relevant Sub-Adviser wishes to purchase the underlying
security or currency for the Series' portfolio at a price lower than the current
market price of the security or currency. In such event the Series would write a
put option at an exercise price which, reduced by the premium received on the
option, reflects the lower price it is willing to pay. Since the Series would
also receive interest on debt securities or currencies maintained to cover the
exercise price of the option, this technique could be used to enhance current
return during periods of market uncertainty. The risk in such a transaction
would be that the market price of the underlying security or currency would
decline below the exercise price less the premiums received. Such a decline
could be substantial and result in a significant loss to the Series. In
addition, the Series, because it does not own the specific securities or
currencies which it may be required to purchase in the exercise of the put, can
not benefit from appreciation, if any, with respect to such specific securities
or currencies. In order to comply with the requirements of several states, the
Series will not write a covered put option if, as a result, the aggregate market
value of all portfolio securities or currencies covering put or call options
exceeds 25% of the

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

market value of the Series' net assets. Should these state laws change or should
the Series obtain a waiver of their application, the Series reserves the right
to increase this percentage. In calculating the 25% limit, the Series will
offset against the value of assets covering written puts and calls, the value of
purchased puts and calls on identical securities or currencies.

PREMIUM RECEIVED FROM WRITING CALL OR PUT OPTIONS. A Series will receive a
premium from writing a put or call option, which increases such Series' return
in the event the option expires unexercised or is closed out at a profit. The
amount of the premium will reflect, among other things, the relationship of the
market price of the underlying security to the exercise price of the option, the
term of the option and the volatility of the market price of the underlying
security. By writing a call option, a Series limits its opportunity to profit
from any increase in the market value of the underlying security above the
exercise price of the option. By writing a put option, a Series assumes the risk
that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss if the purchase price exceeds the market value plus the amount of
the premium received, unless the security subsequently appreciates in value.

CLOSING TRANSACTIONS. Closing transactions may be effected in order to
realize a profit on an outstanding call option, to prevent an underlying
security or currency from being called, or to permit the sale of the underlying
security or currency. A Series may terminate an option that it has written prior
to its expiration by entering into a closing purchase transaction in which it
purchases an option having the same terms as the option written. A Series will
realize a profit or loss from such transaction if the cost of such transaction
is less or more than the premium received from the writing of the option. In the
case of a put option, any loss so incurred may be partially or entirely offset
by the premium received from a simultaneous or subsequent sale of a different
put option. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security, any
loss resulting from the purchase of a call option is likely to be offset in
whole or in part by unrealized appreciation of the underlying security owned by
such Series.

Furthermore, effecting a closing transaction will permit the Series to
write another call option on the underlying security or currency with either a
different exercise price or expiration date or both. If the Series desires to
sell a particular security or currency from its portfolio on which it has
written a call option, or purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of the security or
currency. There is, of course, no assurance that the Series will be able to
effect such closing transactions at a favorable price. If the Series cannot
enter into such a transaction, it may be required to hold a security or currency
that it might otherwise have sold. When the Series writes a covered call option,
it runs the risk of not being able to participate in the appreciation of the
underlying securities or currencies above the exercise price, as well as the
risk of being required to hold on to securities or currencies that are
depreciating in value. This could result in higher transaction costs. The Series
will pay transaction costs in connection with the writing of options to close
out previously written options. Such transaction costs are normally higher than
those applicable to purchases and sales of portfolio securities.

PURCHASING CALL OPTIONS. Certain Series may purchase American or European
call options. The Series may enter into closing sale transactions with respect
to such options, exercise them or permit them to expire. The Series may purchase
call options for the purpose of increasing its current return.

Call options may also be purchased by a Series for the purpose of acquiring
the underlying securities or currencies for its portfolio. Utilized in this
fashion, the purchase of call options enables the Series to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or currencies
directly. This technique may also be useful to a Series in purchasing a large
block of securities or currencies that would be more difficult to acquire by
direct market purchases. So long as it holds such a call option rather than the
underlying security or currency itself, the Series is partially protected from
any unexpected decline in the market price of the underlying security or
currency and in such event could allow the call option to expire, incurring a
loss only to the extent of the premium paid for the option.

To the extent required by the laws of certain states, the Series may not be
permitted to commit more than 5% of its assets to premiums when purchasing call
and put options. Should these state laws change or should the Series obtain a
waiver of their application, the Series may commit more than 5% of its assets to
premiums when purchasing call and put options. The Series may also purchase call
options on underlying securities or currencies

29
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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

it owns in order to protect unrealized gains on call options previously written
by it. Call options may also be purchased at times to avoid realizing losses.
For example, where the Series has written a call option on an underlying
security or currency having a current market value below the price at which such
security or currency was purchased by the Series, an increase in the market
price could result in the exercise of the call option written by the Series and
the realization of a loss on the underlying security or currency with the same
exercise price and expiration date as the option previously written.

PURCHASING PUT OPTIONS. Certain Series may purchase American or European
style put options. The Series may enter into closing sale transactions with
respect to such options, exercise them or permit them to expire. A Series may
purchase a put option on an underlying security or currency (a "protective put")
owned by the Series as a defensive technique in order to protect against an
anticipated decline in the value of the security or currency. Such hedge
protection is provided only during the life of the put option when the Series,
as the holder of the put option, is able to sell the underlying security or
currency at the put exercise price regardless of any decline in the underlying
security's market price or currency's exchange value. The premium paid for the
put option and any transaction costs would reduce any capital gain otherwise
available for distribution when the security or currency is eventually sold.

A Series may purchase put options at a time when the Series does not own
the underlying security or currency. By purchasing put options on a security or
currency it does not own, the Series seeks to benefit from a decline in the
market price of the underlying security or currency. If the put option is not
sold when it has remaining value, and if the market price of the underlying
security or currency remains equal to or greater than the exercise price during
the life of the put option, the Series will lose its entire investment in the
put option. In order for the purchase of a put option to be profitable, the
market price of the underlying security or currency must decline sufficiently
below the exercise price to cover the premium and transaction costs, unless the
put option is sold in a closing sale transaction.

DEALER OPTIONS. Certain Series may engage in transactions involving dealer
options. Certain risks are specific to dealer options. While the Series would
look to a clearing corporation to exercise exchange-traded options, if the
Series were to purchase a dealer option, it would rely on the dealer from whom
it purchased the option to perform if the option were exercised. Exchange-traded
options generally have a continuous liquid market while dealer options have
none. Consequently, the Series will generally be able to realize the value of a
dealer option it has purchased only by exercising it or reselling it to the
dealer who issued it. Similarly, when the Series writes a dealer option, it
generally will be able to close out the option prior to its expiration only by
entering into a closing purchase transaction with the dealer to which the Series
originally wrote the option. While the Series will seek to enter into dealer
options only with dealers who will agree to and which are expected to be capable
of entering into closing transactions with the Series, there can be no assurance
that the Series will be able to liquidate a dealer option at a favorable price
at any time prior to expiration. Failure by the dealer to do so would result in
the loss of the premium paid by the Series as well as loss of the expected
benefit of the transaction. Until the Series, as a covered dealer call option
writer, is able to effect a closing purchase transaction, it will not be able to
liquidate securities (or other assets) used as cover until the option expires or
is exercised. In the event of insolvency of the contra party, the Series may be
unable to liquidate a dealer option. With respect to options written by the
Series, the inability to enter into a closing transaction may result in material
losses to the Series. For example, since the Series must maintain a secured
position with respect to any call option on a security it writes, the Series may
not sell the assets which it has segregated to secure the position while it is
obligated under the option. This requirement may impair the Series' ability to
sell portfolio securities at a time when such sale might be advantageous.

The Staff of the SEC has taken the position that purchased dealer options
and the assets used to secure the written dealer options are illiquid
securities. The Series may treat the cover used for written OTC options as
liquid if the dealer agrees that the Series may repurchase the OTC option it has
written for a maximum price to be calculated by a predetermined formula. In such
cases, the OTC option would be considered illiquid only to the extent the
maximum repurchase price under the formula exceeds the intrinsic value of the
option. To this extent, the Series will treat dealer options as subject to the
Series' limitation on illiquid securities. If the SEC changes its position on
the liquidity of dealer options, the Series will change its treatment of such
instruments accordingly.

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

CERTAIN RISK FACTORS IN WRITING CALL OPTIONS AND IN PURCHASING CALL AND PUT
OPTIONS: During the option period, a Series, as writer of a call option has, in
return for the premium received on the option, given up the opportunity for
capital appreciation above the exercise price should the market price of the
underlying security increase, but has retained the risk of loss should the price
of the underlying security decline. The writer has no control over the time when
it may be required to fulfill its obligation as a writer of the option. The risk
of purchasing a call or put option is that the Series may lose the premium it
paid plus transaction costs. If the Series does not exercise the option and is
unable to close out the position prior to expiration of the option, it will lose
its entire investment.

An option position may be closed out only on an exchange which provides a
secondary market. There can be no assurance that a liquid secondary market will
exist for a particular option at a particular time and that the Series can close
out its position by effecting a closing transaction. If the Series is unable to
effect a closing purchase transaction, it cannot sell the underlying security
until the option expires or the option is exercised. Accordingly, the Series may
not be able to sell the underlying security at a time when it might otherwise be
advantageous to do so. Possible reasons for the absence of a liquid secondary
market include the following: (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii) trading
halts, suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities; (iv) inadequacy of the
facilities of an exchange or the clearing corporation to handle trading volume;
and (v) a decision by one or more exchanges to discontinue the trading of
options or impose restrictions on orders. In addition, the hours of trading for
options may not conform to the hours during which the underlying securities are
traded. To the extent that the options markets close before the markets for the
underlying securities, significant price and rate movements can take place in
the underlying markets that cannot be reflected in the options markets. The
purchase of options is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary Series
securities transactions.

Each exchange has established limitations governing the maximum number of
call options, whether or not covered, which may be written by a single investor
acting alone or in concert with others (regardless of whether such options are
written on the same or different exchanges or are held or written on one or more
accounts or through one or more brokers). An exchange may order the liquidation
of positions found to be in violation of these limits and it may impose other
sanctions or restrictions.

OPTIONS ON STOCK INDICES. Options on stock indices are similar to options
on specific securities except that, rather than the right to take or make
delivery of the specific security at a specific price, an option on a stock
index gives the holder the right to receive, upon exercise of the option, an
amount of cash if the closing level of that stock index is greater than, in the
case of a call, or less than, in the case of a put, the exercise price of the
option. This amount of cash is equal to such difference between the closing
price of the index and the exercise price of the option expressed in dollars
multiplied by a specified multiple. The writer of the option is obligated, in
return for the premium received, to make delivery of this amount. Unlike options
on specific securities, all settlements of options on stock indices are in cash
and gain or loss depends on general movements in the stocks included in the
index rather than price movements in particular stocks. A stock index futures
contract is an agreement in which one party agrees to deliver to the other an
amount of cash equal to a specific amount multiplied by the difference between
the value of a specific stock index at the close of the last trading day of the
contract and the price at which the agreement is made. No physical delivery of
securities is made.

RISK FACTORS IN OPTIONS ON INDICES. Because the value of an index option
depends upon the movements in the level of the index rather than upon movements
in the price of a particular security, whether the Series will realize a gain or
a loss on the purchase or sale of an option on an index depends upon the
movements in the level of prices in the market generally or in an industry or
market segment rather than upon movements in the price of the individual
security. Accordingly, successful use of positions will depend upon the ability
of the Investment Manager or relevant Sub-Adviser to predict correctly movements
in the direction of the market generally or in the direction of a particular
industry. This requires different skills and techniques than predicting changes
in the prices of individual securities.

Index prices may be distorted if trading of securities included in the
index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
securities in the index. If this occurred, a Series would not be able to close
out options which it had written or

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

purchased and, if restrictions on exercise were imposed, might be unable to
exercise an option it purchased, which would result in substantial losses.

Price movements in Series securities will not correlate perfectly with
movements in the level of the index and therefore, a Series bears the risk that
the price of the securities may not increase as much as the level of the index.
In this event, the Series would bear a loss on the call which would not be
completely offset by movements in the prices of the securities. It is also
possible that the index may rise when the value of the Series' securities does
not. If this occurred, a Series would experience a loss on the call which would
not be offset by an increase in the value of its securities and might also
experience a loss in the market value of its securities.

Unless a Series has other liquid assets which are sufficient to satisfy the
exercise of a call on the index, the Series will be required to liquidate
securities in order to satisfy the exercise.

When a Series has written a call on an index, there is also the risk that
the market may decline between the time the Series has the call exercised
against it, at a price which is fixed as of the closing level of the index on
the date of exercise, and the time the Series is able to sell securities. As
with options on securities, the Investment Manager or relevant Sub-Adviser will
not learn that a call has been exercised until the day following the exercise
date, but, unlike a call on securities where the Series would be able to deliver
the underlying security in settlement, the Series may have to sell part of its
securities in order to make settlement in cash, and the price of such securities
might decline before they could be sold.

If a Series exercises a put option on an index which it has purchased
before final determination of the closing index value for the day, it runs the
risk that the level of the underlying index may change before closing. If this
change causes the exercised option to fall "out-of-the-money" the Series will be
required to pay the difference between the closing index value and the exercise
price of the option (multiplied by the applicable multiplier) to the assigned
writer. Although the Series may be able to minimize this risk by withholding
exercise instructions until just before the daily cutoff time or by selling
rather than exercising an option when the index level is close to the exercise
price, it may not be possible to eliminate this risk entirely because the cutoff
time for index options may be earlier than those fixed for other types of
options and may occur before definitive closing index values are announced.

TRADING IN FUTURES. Certain Series may enter into financial futures
contracts, including stock index, interest rate and currency futures ("futures
or futures contracts"). A futures contract provides for the future sale by one
party and purchase by another party of a specified amount of a specific
financial instrument (e.g., units of a stock index) for a specified price, date,
time and place designated at the time the contract is made. Brokerage fees are
incurred when a futures contract is bought or sold and margin deposits must be
maintained. Entering into a contract to buy is commonly referred to as buying or
purchasing a contract or holding a long position. Entering into a contract to
sell is commonly referred to as selling a contract or holding a short position.

Unlike when the Series purchases or sells a security, no price would be
paid or received by the Series upon the purchase or sale of a futures contract.
Upon entering into a futures contract, and to maintain the Series' open
positions in futures contracts, the Series would be required to deposit with its
custodian in a segregated account in the name of the futures broker an amount of
cash or liquid securities, known as "initial margin." The margin required for a
particular futures contract is set by the exchange on which the contract is
traded, and may be significantly modified from time to time by the exchange
during the term of the contract. Futures contracts are customarily purchased and
sold on margins that may range upward from less than 5% of the value of the
contract being traded.

Margin is the amount of funds that must be deposited by the Series with its
custodian in a segregated account in the name of the futures commission merchant
in order to initiate futures trading and to maintain the Series' open position
in futures contracts. A margin deposit is intended to ensure the Series'
performance of the futures contract. The margin required for a particular
futures contract is set by the exchange on which the futures contract is traded,
and may be significantly modified from time to time by the exchange during the
term of the futures contract.

If the price of an open futures contract changes (by increase in the case
of a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin. However,
if the value of a position

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

increases because of favorable price changes in the futures contract so that the
margin deposit exceeds the required margin, the broker will pay the excess to
the Series.

These subsequent payments, called "variation margin," to and from the
futures broker, are made on a daily basis as the price of the underlying assets
fluctuate making the long and short positions in the futures contract more or
less valuable, a process known as "marking to the market." The Series expects to
earn interest income on its margin deposits. Although certain futures contracts,
by their terms, require actual future delivery of and payment for the underlying
instruments, in practice most futures contracts are usually closed out before
the delivery date. Closing out an open futures contract purchase or sale is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the identical securities and the
same delivery date. If the offsetting purchase price is less than the original
sale price, the Series realizes a gain; if it is more, the Series realizes a
loss. Conversely, if the offsetting sale price is more than the original
purchase price, the Series realizes a gain; if it is less, the Series realizes a
loss. The transaction costs must also be included in these calculations. There
can be no assurance, however, that the Series will be able to enter into an
offsetting transaction with respect to a particular futures contract at a
particular time. If the Series is not able to enter into an offsetting
transaction, the Series will continue to be required to maintain the margin
deposits on the futures contract.

For example, the Standard & Poor's 500 Stock Index is composed of 500
selected common stocks, most of which are listed on the New York Stock Exchange.
The S&P 500 Index assigns relative weightings to the common stocks included in
the Index, and the Index fluctuates with changes in the market values of those
common stocks. In the case of the S&P 500 Index, contracts are to buy or sell
500 units. Thus, if the value of the S&P 500 Index were $150, one contract would
be worth $75,000 (500 units x $150). The stock index futures contract specifies
that no delivery of the actual stock making up the index will take place.
Instead, settlement in cash occurs. Over the life of the contract, the gain or
loss realized by the Fund will equal the difference between the purchase (or
sale) price of the contract and the price at which the contract is terminated.
For example, if the Fund enters into a futures contract to buy 500 units of the
S&P 500 Index at a specified future date at a contract price of $150 and the S&P
500 Index is at $154 on that future date, the Fund will gain $2,000 (500 units x
gain of $4). If the Fund enters into a futures contract to sell 500 units of the
stock index at a specified future date at a contract price of $150 and the S&P
500 Index is at $152 on that future date, the Fund will lose $1,000 (500 units x
loss of $2).

Options on futures are similar to options on underlying instruments except
that options on futures give the purchaser the right, in return for the premium
paid, to assume a position in a futures contract (a long position if the option
is a call and a short position if the option is a put), rather than to purchase
or sell the futures contract, at a specified exercise price at any time during
the period of the option. Upon exercise of the option, the delivery of the
futures position by the writer of the option to the holder of the option will be
accompanied by the delivery of the accumulated balance in the writer's futures
margin account which represents the amount by which the market price of the
futures contract, at exercise, exceeds (in the case of a call) or is less than
(in the case of a put) the exercise price of the option on the futures contract.
Alternatively, settlement may be made totally in cash. Purchasers of options who
fail to exercise their options prior to the exercise date suffer a loss of the
premium paid.

The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. This amount will be equal to the amount by which the market price of
the futures contract at the time of exercise exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.

Commissions on financial futures contracts and related options transactions
may be higher than those which would apply to purchases and sales of securities
directly. From time to time, a single order to purchase or sell futures
contracts (or options thereon) may be made on behalf of the Series and other
mutual funds or portfolios of mutual funds for which the Investment Manager or
relevant Sub-Adviser serves as adviser or sub-adviser. Such aggregated orders
would be allocated among the Series and such other mutual funds or series of
mutual funds in a fair and non-discriminatory manner.

A public market exists in interest rate futures contracts covering
primarily the following financial instruments: U.S. Treasury bonds; U.S.
Treasury notes; Government National Mortgage Association ("GNMA") modified

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

pass-through mortgage-backed securities; three-month U.S. Treasury bills; 90-day
commercial paper; bank certificates of deposit; and Eurodollar certificates of
deposit. It is expected that Futures contracts trading in additional financial
instruments will be authorized. The standard contract size is generally $100,000
for Futures contracts in U.S. Treasury bonds, U.S. Treasury notes, and GNMA pass
through securities and $1,000,000 for the other designated Futures contracts. A
public market exists in Futures contracts covering a number of indexes,
including, but not limited to, the Standard & Poor's 500 Index, the Standard &
Poor's 100 Index, the NASDAQ 100 Index, the Value Line Composite Index and the
New York Stock Exchange Composite Index.

Stock index futures contracts may be used to provide a hedge for a portion
of the Series' portfolio, as a cash management tool, or as an efficient way for
the Investment Manager or relevant Sub-Adviser to implement either an increase
or decrease in portfolio market exposure in response to changing market
conditions. Stock index futures contacts are currently traded with respect to
the S&P 500 Index and other broad stock market indices, such as the New York
Stock Exchange Composite Stock Index and the Value Line Composite Stock Index.
The Series may, however, purchase or sell futures contracts with respect to any
stock index. Nevertheless, to hedge the Series' portfolio successfully, the
Series must sell futures contracts with respect to indexes or subindexes whose
movements will have a significant correlation with movements in the prices of
the Series' securities.

Interest rate or currency futures contracts may be used as a hedge against
changes in prevailing levels of interest rates or currency exchange rates in
order to establish more definitely the effective return on securities or
currencies held or intended to be acquired by the Series. In this regard, the
Series could sell interest rate or currency futures as an offset against the
effect of expected increases in interest rates or currency exchange rates and
purchase such futures as an offset against the effect of expected declines in
interest rates or currency exchange rates.

The Series may enter into futures contracts which are traded on national or
foreign futures exchanges and are standardized as to maturity date and
underlying financial instrument. The principal financial futures exchanges in
the United States are the Board of Trade of the City of Chicago, the Chicago
Mercantile Exchange, the New York Futures Exchange, and the Kansas City Board of
Trade. Futures exchanges and trading in the United States are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC").
Futures are traded in London at the London International Financial Futures
Exchange, in Paris at the MATIF and in Tokyo at the Tokyo Stock Exchange.
Although techniques other than the sale and purchase of futures contracts could
be used for the above-referenced purposes, futures contracts offer an effective
and relatively low cost means of implementing the Series' objectives in these
areas.

CERTAIN RISKS RELATING TO FUTURES CONTRACTS AND RELATED OPTIONS. There are
special risks involved in futures transactions.

VOLATILITY AND LEVERAGE. The prices of futures contracts are volatile and
are influenced, among other things, by actual and anticipated changes in the
market and interest rates, which in turn are affected by fiscal and monetary
policies and national and international policies and economic events.

Most United States futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses, because the limit may prevent
the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses.

Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage (although the Series' use of futures will not
result in leverage, as is more fully described below). As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss, as well as gain, to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit, if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the futures contract.

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

However, the Series would presumably have sustained comparable losses if,
instead of the futures contract, it had invested in the underlying instrument
and sold it after the decline. Furthermore, in the case of a futures contract
purchase, in order to be certain that the Series has sufficient assets to
satisfy its obligations under a futures contract, the Series earmarks to the
futures contract cash or liquid securities equal in value to the current value
of the underlying instrument less the margin deposit.

LIQUIDITY. The Series may elect to close some or all of its futures
positions at any time prior to their expiration. The Series would do so to
reduce exposure represented by long futures positions or increase exposure
represented by short futures positions. The Series may close its positions by
taking opposite positions which would operate to terminate the Series' position
in the futures contracts. Final determinations of variation margin would then be
made, additional cash would be required to be paid by or released to the Series,
and the Series would realize a loss or a gain.

Futures contracts may be closed out only on the exchange or board of trade
where the contracts were initially traded. Although the Series intends to
purchase or sell futures contracts only on exchanges or boards of trade where
there appears to be an active market, there is no assurance that a liquid market
on an exchange or board of trade will exist for any particular contract at any
particular time. In such event, it might not be possible to close a futures
contract, and in the event of adverse price movements, the Series would continue
to be required to make daily cash payments of variation margin. However, in the
event futures contracts have been used to hedge the underlying instruments, the
Series would continue to hold the underlying instruments subject to the hedge
until the futures contracts could be terminated. In such circumstances, an
increase in the price of the underlying instruments, if any, might partially or
completely offset losses on the futures contract. However, as described below,
there is no guarantee that the price of the underlying instruments will, in
fact, correlate with the price movements in the futures contract and thus
provide an offset to losses on a futures contract.

HEDGING RISK. A decision of whether, when, and how to hedge involves skill
and judgment, and even a well-conceived hedge may be unsuccessful to some degree
because of unexpected market behavior, market or interest rate trends. There are
several risks in connection with the use by the Series of futures contracts as a
hedging device. One risk arises because of the imperfect correlation between
movements in the prices of the futures contracts and movements in the prices of
the underlying instruments which are the subject of the hedge. The Investment
Manager or relevant Sub-Adviser will, however, attempt to reduce this risk by
entering into futures contracts whose movements, in its, judgment, will have a
significant correlation with movements in the prices of the Series' underlying
instruments sought to be hedged.

Successful use of futures contracts by the Series for hedging purposes is
also subject to the Investment Manager or relevant Sub-Adviser's ability to
correctly predict movements in the direction of the market. It is possible that,
when the Series has sold futures to hedge its portfolio against a decline in the
market, the index, indices, or underlying instruments on which the futures are
written might advance and the value of the underlying instruments held in the
Series' portfolio might decline. If this were to occur, the Series would lose
money on the futures and also would experience a decline in value in its
underlying instruments. However, while this might occur to a certain degree, it
is believed that over time the value of the Series' portfolio will tend to move
in the same direction as the market indices which are intended to correlate to
the price movements of the underlying instruments sought to be hedged. It is
also possible that if the Series were to hedge against the possibility of a
decline in the market (adversely affecting the underlying instruments held in
its portfolio) and prices instead increased, the Series would lose part or all
of the benefit of increased value of those underlying instruments that it has
hedged, because it would have offsetting losses in its futures positions. In
addition, in such situations, if the Series had insufficient cash, it might have
to sell underlying instruments to meet daily variation margin requirements. Such
sales of underlying instruments might be, but would not necessarily be, at
increased prices (which would reflect the rising market). The Series might have
to sell underlying instruments at a time when it would be disadvantageous to do
so.

In addition to the possibility that there might be an imperfect
correlation, or no correlation at all, between price movements in the futures
contracts and the portion of the portfolio being hedged, the price movements of
futures contracts might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors might close futures

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

contracts through offsetting transactions which could distort the normal
relationship between the underlying instruments and futures markets. Second, the
margin requirements in the futures market are less onerous than margin
requirements in the securities markets, and as a result the futures market might
attract more speculators than the securities markets do. Increased participation
by speculators in the futures market might also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and also because of the imperfect correlation between price movements in the
underlying instruments and movements in the prices of futures contracts, even a
correct forecast of general market trends by the Investment Manager or relevant
Sub-Adviser might not result in a successful hedging transaction over a very
short time period.

CERTAIN RISKS OF OPTIONS ON FUTURES CONTRACTS: The Series may seek to close
out an option position by writing or buying an offsetting option covering the
same index, underlying instruments, or contract and having the same exercise
price and expiration date. The ability to establish and close out positions on
such options will be subject to the maintenance of a liquid secondary market.
Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening transactions or
closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options, or underlying instruments; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
a clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at times, render certain of the facilities of any of the clearing
corporations inadequate, and thereby result in the institution by an exchange of
special procedures which may interfere with the timely execution of customers'
orders.

REGULATORY LIMITATIONS. The Series will engage in transactions in futures
contracts and options thereon only for bona fide hedging, yield enhancement and
risk management purposes, in each case in accordance with the rules and
regulations of the CFTC.

The Series may not enter into futures contracts or options thereon if, with
respect to positions which do not qualify as bona fide hedging under applicable
CFTC rules, the sum of the amounts of initial margin deposits on the Series'
existing futures and premiums paid for options on futures would exceed 5% of the
net asset value of the Series after taking into account unrealized profits and
unrealized losses on any such contracts it has entered into; provided, however,
that in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5% limitation.

The Series' use of futures contracts will not result in leverage.
Therefore, to the extent necessary, in instances involving the purchase of
futures contracts or call options thereon or the writing of put options thereon
by the Series, an amount of cash or liquid securities, equal to the market value
of the futures contracts and options thereon (less any related margin deposits),
will be identified in an account with the Series' custodian to cover the
position, or alternative cover will be employed.

In addition, CFTC regulations may impose limitations on the Series' ability
to engage in certain yield enhancement and risk management strategies. If the
CFTC or other regulatory authorities adopt different (including less stringent)
or additional restrictions, the Series would comply with such new restrictions.

FOREIGN FUTURES AND OPTIONS. Participation in foreign futures and foreign
options transactions involves the execution and clearing of trades on or subject
to the rules of a foreign board of trade. Neither the National Futures
Association nor any domestic exchange regulates activities of any foreign boards
of trade, including the execution, delivery and clearing of transactions, or has
the power to compel enforcement of the rules of a foreign board of trade or any
applicable foreign law. This is true even if the exchange is formally linked to
a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign futures or foreign options
transaction occurs. For these reasons, customers who trade foreign futures or
foreign options contracts may not be afforded certain of the protective measures
provided by the Commodity Exchange Act, the CFTC's regulations and the

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

rules of the National Futures Association and any domestic exchange, including
the right to use reparations proceedings before the Commission and arbitration
proceedings provided by the National Futures Association or any domestic futures
exchange. In particular, funds received from the Series for foreign futures or
foreign options transactions may not be provided the same protections as funds
received in respect of transactions on United States futures exchanges. In
addition, the price of any foreign futures or foreign options contract and,
therefore, the potential profit and loss thereon may be affected by any variance
in the foreign exchange rate between the time an order is placed and the time it
is liquidated, offset or exercised.

FORWARD CURRENCY CONTRACTS AND RELATED OPTIONS. A forward foreign currency
exchange contract involves an obligation to purchase or sell 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.
These contracts are principally traded in the interbank market conducted
directly between currency traders (usually large, commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades.

Depending on the investment policies and restrictions applicable to a
Series, a Series will generally enter into forward foreign currency exchange
contracts under two circumstances. First, when a Series enters into a contract
for the purchase or sale of a security denominated in a foreign currency, it may
desire to "lock in" the U.S. dollar price of the security. By entering into a
forward contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in the underlying security transactions, the
Series will be able to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased or
sold and the date on which payment is made or received.

Second, when the Investment Manager or relevant Sub-Adviser believes that
the currency of a particular foreign country may suffer or enjoy a substantial
movement against another currency, including the U.S. dollar, it may enter into
a forward contract to sell or buy the amount of the former foreign currency,
approximating the value of some or all of the Series' portfolio securities
denominated in such foreign currency. Alternatively, where appropriate, the
Series may hedge all or part of its foreign currency exposure through the use of
a basket of currencies or a proxy currency where such currencies or currency act
as an effective proxy for other currencies. In such a case, the Series may enter
into a forward contract where the amount of the foreign currency to be sold
exceeds the value of the securities denominated in such currency. The use of
this basket hedging technique may be more efficient and economical than entering
into separate forward contracts for each currency held in the Series. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain.

The Series will also not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Series to deliver an amount of foreign currency in excess of the
value of the Series' portfolio securities or other assets denominated in that
currency. The Series, however, in order to avoid excess transactions and
transaction costs, may maintain a net exposure to forward contracts in excess of
the value of the Series' portfolio securities or other assets to which the
forward contracts relate (including accrued interest to the maturity of the
forward contract on such securities) provided the excess amount is "covered" by
liquid securities, denominated in any currency, at least equal at all times to
the amount of such excess. For these purposes "the securities or other assets to
which the forward contracts relate may be securities or assets denominated in a
single currency, or where proxy forwards are used, securities denominated in
more than one currency. Under normal circumstances, consideration of the
prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the Investment Manager and relevant Sub-Advisers believe that it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Series will be served.

At the maturity of a forward contract, the Series may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

by purchasing an "offsetting" contract obligating it to purchase, on the same
maturity date, the same amount of the foreign currency.

As indicated above, it is impossible to forecast with absolute precision
the market value of portfolio securities at the expiration of the forward
contract. Accordingly, it may be necessary for a Series to purchase additional
foreign currency on the spot market (and bear the expense of such purchase) if
the market value of the security is less than the amount of foreign currency the
Series is obligated to deliver and if a decision is made to sell the security
and make delivery of the foreign currency. Conversely, it may be necessary to
sell on the spot market some of the foreign currency received upon the sale of
the portfolio security if its market value exceeds the amount of foreign
currency the Series is obligated to deliver. However, as noted, in order to
avoid excessive transactions and transaction costs, the Series may use liquid
securities, denominated in any currency, to cover the amount by which the value
of a forward contract exceeds the value of the securities to which it relates.

If the Series retains the portfolio security and engages in an offsetting
transaction, the Series will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Series
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Series entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Series will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Series
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

The Series' dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, the Series
reserve the right to enter into forward foreign currency contracts for different
purposes and under different circumstances. Of course, the Series are not
required to enter into forward contracts with regard to their foreign
currency-denominated securities and will not do so unless deemed appropriate by
the Investment Manager or relevant Sub-Adviser. It also should be realized that
this method of hedging against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange at a future date. Additionally, although such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged currency, at the same time, they tend to limit any potential gain which
might result from an increase in the value of that currency.

Although the Series value their assets daily in terms of U.S. dollars, they
do not intend to convert their holdings of foreign currencies into U.S. dollars
on a daily basis. They will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers do
not charge a fee for conversion, they do realize a profit based on the
difference (the "spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Series at one rate, while offering a lesser rate of exchange should the
Series desire to resell that currency to the dealer.

PURCHASE AND SALE OF CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS. As
noted above, a currency futures contract sale creates an obligation by a Series,
as seller, to deliver the amount of currency called for in the contract at a
specified future time for a specified price. A currency futures contract
purchase creates an obligation by a Series, as purchaser, to take delivery of an
amount of currency at a specified future time at a specified price. Although the
terms of currency futures contracts specify actual delivery or receipt, in most
instances the contracts are closed out before the settlement date without the
making or taking of delivery of the currency. Closing out of a currency futures
contract is effected by entering into an offsetting purchase or sale
transaction. Unlike a currency futures contract, which requires the parties to
buy and sell currency on a set date, an option on a currency futures contract
entitles its holder to decide on or before a future date whether to enter into
such a contract. If the holder decides not to enter into the contract, the
premium paid for the option is fixed at the point of sale.

INTEREST RATE SWAPS AND INTEREST RATE CAPS AND FLOORS. Interest rate swaps
involve the exchange by the Series with another party of their respective
commitments to pay or receive interest, e.g., an exchange of floating rate
payments for fixed rate payments. The exchange commitments can involve payments
to be made in the same currency or in different currencies. The purchase of an
interest rate cap entitles the purchaser, to the extent that a specified index
exceeds a predetermined interest rate, to receive payments of interest on a
contractually based principal amount from the party selling the interest rate
cap. The purchase of an interest rate floor entitles

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

the purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate floor.

HYBRID INSTRUMENTS. Hybrid instruments combine the elements of futures
contracts or options with those of debt, preferred equity or a depository
instrument ("Hybrid Instruments"). Often these Hybrid Instruments are indexed to
the price of a commodity or particular currency or a domestic or foreign debt or
equity securities index. Hybrid Instruments may take a variety of forms,
including, but not limited to, debt instruments with interest or principal
payments or redemption terms determined by reference to the value of a currency
or commodity at a future point in time, preferred stock with dividend rates
determined by reference to the value of a currency, or convertible securities
with the conversion terms related to a particular commodity. The risks of
investing in Hybrid Instruments reflect a combination of the risks from
investing in securities, futures and currencies, including volatility and lack
of liquidity. Reference is made to the discussion of futures and forward
contracts in this Statement of Additional Information for a discussion of these
risks. Further, the prices of the Hybrid Instrument and the related commodity or
currency may not move in the same direction or at the same time. Hybrid
Instruments may bear interest or pay preferred dividends at below market (or
even relatively nominal) rates. In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market or in a
private transaction between the Series and the seller of the Hybrid Instrument,
the creditworthiness of the contract party to the transaction would be a risk
factor which the Series would have to consider. Hybrid Instruments also may not
be subject to regulation of the CFTC, which generally regulates the trading of
commodity futures by U.S. persons, the SEC, which regulates the offer and sale
of securities by and to U.S. persons, or any other governmental regulatory
authority.

LENDING OF PORTFOLIO SECURITIES. For the purpose of realizing additional
income, certain of the Series may make secured loans of Series securities
amounting to not more than 33 1/3% of its total assets. Securities loans are
made to broker/dealers, institutional investors, or other persons pursuant to
agreements requiring that the loans be continuously secured by collateral at
least equal at all times to the value of the securities lent marked to market on
a daily basis. The collateral received will consist of cash, U.S. Government
securities, letters of credit or such other collateral as may be permitted under
its investment program. While the securities are being lent, the Series will
continue to receive the equivalent of the interest or dividends paid by the
issuer on the securities, as well as interest on the investment of the
collateral or a fee from the borrower. The Series has a right to call each loan
and obtain the securities on five business days' notice or, in connection with
securities trading on foreign markets, within such longer period of time which
coincides with the normal settlement period for purchases and sales of such
securities in such foreign markets. The Series will not have the right to vote
securities while they are being lent, but it will call a loan in anticipation of
any important vote. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delay in receiving additional
collateral or in the recovery of the securities or possible loss of rights in
the collateral should the borrower fail financially. Loans will only be made to
persons deemed by the Investment Manager or relevant Sub-Adviser to be of good
standing and will not be made unless, in the judgment of the Investment Manager
or relevant Sub-Adviser, the consideration to be earned from such loans would
justify the risk.

OTHER LENDING/BORROWING. Subject to approval by the Securities and Exchange
Commission, Series N and O may make loans to, or borrow funds from, other mutual
funds or portfolios of mutual funds sponsored or advised by T. Rowe Price or
Rowe Price-Fleming International, Inc. The Series have no intention of engaging
in these practices at this time.

ZERO COUPON SECURITIES. Zero coupon securities pay no cash income and are
sold at substantial discounts from their value at maturity. When held to
maturity, their entire income, which consists of accretion of discount, comes
from the difference between the issue price and their value at maturity. Zero
coupon securities are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make current
distributions of interest (cash). Zero coupon securities which are convertible
into common stock offer the opportunity for capital appreciation as increases
(or decreases) in market value, of such securities closely follows the movements
in the market value of the underlying common stock. Zero coupon convertible
securities generally are expected to be less volatile than the underlying common
stocks, as they usually are issued with maturities of 15 years or less and are
issued with options and/or redemption features exercisable by the holder of the
obligation entitling the holder to redeem the obligation and receive a defined
cash payment.

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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

Zero coupon securities include securities issued directly by the U.S.
Treasury, and U.S. Treasury bonds or notes and their unmatured interest coupons
and receipts for their underlying principal ("coupons") which have been
separated by their holder, typically a custodian bank or investment brokerage
firm. A holder will separate the interest coupons from the underlying principal
(the "corpus") of the U.S. Treasury security. A number of securities firms and
banks have stripped the interest coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" (TIGRSTM) and Certificate of Accrual on Treasuries
(CATSTM). The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof. Counsel to the
underwriters of these certificates or other evidences of ownership of the U.S.
Treasury securities have stated that, for federal tax and securities purposes,
in their opinion purchasers of such certificates, such as the Series, most
likely will be deemed the beneficial holder of the underlying U.S. Government
securities.

The U. S. Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program,
the Series will be able to have its beneficial ownership of zero coupon
securities recorded directly in the book-entry recordkeeping system in lieu of
having to hold certificates or other evidences of ownership of the underlying
U.S. Treasury securities.

When U.S. Treasury obligations have been stripped of their unmatured
interest coupons by the holder, the principal or corpus is sold at a deep
discount because the buyer receives only the right to receive a future fixed
payment in the security and does not receive any rights to periodic interest
(cash) payments. Once stripped or separated, the corpus and coupons may be sold
separately. Typically, the coupons are sold separately or grouped with other
coupons with like maturity dates and sold bundled in such form. Purchasers of
stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero coupon securities that the Treasury sells
itself.

WHEN-ISSUED SECURITIES. Certain Series may from time to time purchase
securities on a "when-issued" basis. At the time the Series makes the commitment
to purchase a security on a when-issued basis, it will record the transaction
and reflect the value of the security in determining its net asset value. The
Series do not believe that net asset value or income will be adversely affected
by purchase of securities on a when-issued basis. The Series will maintain cash
and marketable securities equal in value to commitments for when-issued
securities.

The price of when-issued securities, which may be expressed in yield terms,
is fixed at the time the commitment to purchase is made, but delivery and
payment for the when-issued securities take place at a later date. Normally, the
settlement date occurs within 90 days of the purchase. During the period between
purchase and settlement no payment is made by the Series to the issuer and no
interest accrues to the Series. Forward commitments involve a risk of loss if
the value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of the Series' other
assets. While when-issued securities may be sold prior to the settlement date,
the Series intends to purchase such securities for the purpose of actually
acquiring them unless a sale appears desirable for investment reasons.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities (MBSs), including
mortgage pass-through securities and collateralized mortgage obligations (CMOs),
include certain securities issued or guaranteed by the United States Government
or one of its agencies or instrumentalities, such as the Government National
Mortgage Association (GNMA), Federal National Mortgage Association (FNMA), or
Federal Home Loan Mortgage Corporation (FHLMC); securities issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities; and securities issued by private issuers that represent an
interest in or are collateralized by mortgage loans. A mortgage pass-through
security is a pro rata interest in a pool of mortgages where the cash flow
generated from the mortgage collateral is passed through to the security holder.
CMOs are obligations fully collateralized by a portfolio of mortgages or
mortgage-related securities.

Series E, N and P may invest in securities known as "inverse floating
obligations," "residual interest bonds," and "interest-only" (IO) and
"principal-only" (PO) bonds, the market values of which will generally be more
volatile
40
<PAGE>

than the market values of most MBSs due to the fact that such
instruments are more sensitive to interest rate charges and to the rate of
principal prepayments than are most other MBSs. An inverse floating obligation
is a derivative adjustable rate security with interest rates that adjust or vary
inversely to changes in market interest rates. The term "residual interest" bond
is used generally to describe those instruments in collateral pools, such as
CMOs, which receive excess cash flow generated by the pool once all other
bondholders and expenses have been paid. IOs and POs are created by separating
the interest and principal payments generated by a pool of mortgage-backed bonds
to create two classes of securities. Generally, one class receives interest only
payments (IO) and the other class principal only payments (PO). MBSs have been
referred to as "derivatives" because the performance of MBSs is dependent upon
and derived from underlying securities.

Investment in MBSs poses several risks, including prepayment, market and
credit risks. Prepayment risk reflects the chance that borrowers may prepay
their mortgages faster than expected, thereby affecting the investment's average
life and perhaps its yield. Borrowers are most likely to exercise their
prepayment options at a time when it is least advantageous to investors,
generally prepaying mortgages as interest rates fall, and slowing payments as
interest rates rise. Certain classes of CMOs may have priority over others with
respect to the receipt of prepayments on the mortgages and the Series may invest
in CMOs which are subject to greater risk of prepayment. Market risk reflects
the chance that the price of the security may fluctuate over time. The price of
MBSs may be particularly sensitive to prevailing interest rates, the length of
time the security is expected to be outstanding and the liquidity of the issue.
In a period of unstable interest rates, there may be decreased demand for
certain types of MBSs, and a Series invested in such securities wishing to sell
them may find it difficult to find a buyer, which may in turn decrease the price
at which they may be sold. IOs and POs are acutely sensitive to interest rate
changes and to the rate of principal prepayments. They are very volatile in
price and may have lower liquidity than most mortgage-backed securities. Certain
CMOs may also exhibit these qualities, especially those which pay variable rates
of interest which adjust inversely with and more rapidly than short-term
interest rates. Credit risk reflects the chance that the Fund may not receive
all or part of its principal because the issuer or credit enhancer has defaulted
on its obligations. Obligations issued by U.S. Government-related entities are
guaranteed by the agency or instrumentality, and some, such as GNMA
certificates, are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others, such as those of the FNMA, are supported by the discretionary authority
of the U.S. Government to purchase the agency's obligations; still others, are
supported only by the credit of the instrumentality. Although securities issued
by U.S. Government-related agencies are guaranteed by the U.S. Government, its
agencies or instrumentalities, shares of the Series are not so guaranteed in any
way. The performance of private label MBSs, issued by private institutions, is
based on the financial health of those institutions. There is no guarantee the
Series' investment in MBSs will be successful, and the Series' total return
could be adversely affected as a result.

ASSET-BACKED SECURITIES: Asset-backed securities directly or indirectly
represent a participation interest in, or are secured by and payable from, a
stream of payments generated by particular assets such as motor vehicle or
credit card receivables. Payments of principal and interest may be guaranteed up
to certain amounts and for a certain time period by a letter of credit issued by
a financial institution unaffiliated with the entities issuing the securities.
Asset-backed securities may be classified as pass-through certificates or
collateralized obligations.

Pass-through certificates are asset-backed securities which represent an
undivided fractional ownership interest in an underlying pool of assets.
Pass-through certificates usually provide for payments of principal and interest
received to be passed through to their holders, usually after deduction for
certain costs and expenses incurred in administering the pool. Because
pass-through certificates represent an ownership interest in the underlying
assets, the holders thereof bear directly the risk of any defaults by the
obligors on the underlying assets not covered by any credit support. See "Types
of Credit Support."

Asset-backed securities issued in the form of debt instruments, also known
as collateralized obligations, are generally issued as the debt of a special
purpose entity organized solely for the purpose of owning such assets and
issuing such debt. Such assets are most often trade, credit card or automobile
receivables. The assets collateralizing such asset-backed securities are pledged
to a trustee or custodian for the benefit of the holders thereof. Such issuers
generally hold no assets other than those underlying the asset-backed securities
and any credit support provided. As a result, although payments on such
asset-backed securities are obligations of the issuers, in the event of defaults
on the underlying assets not covered by any credit support (see "Types of Credit
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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

Support"), the issuing entities are unlikely to have sufficient assets to
satisfy their obligations on the related asset-backed securities.

METHODS OF ALLOCATING CASH FLOWS. While many asset-backed securities are
issued with only one class of security, many asset-backed securities are issued
in more than one class, each with different payment terms. Multiple class
asset-backed securities are issued for two main reasons. First, multiple classes
may be used as a method of providing credit support. This is accomplished
typically through creation of one or more classes whose right to payments on the
asset-backed security is made subordinate to the right to such payments of the
remaining class or classes. See "Types of Credit Support". Second, multiple
classes may permit the issuance of securities with payment terms, interest rates
or other characteristics differing both from those of each other and from those
of the underlying assets. Examples include so-called "strips" (asset-backed
securities entitling the holder to disproportionate interests with respect to
the allocation of interest and principal of the assets backing the security),
and securities with a class or classes having characteristics which mimic the
characteristics of non-asset-backed securities, such as floating interest rates
(i.e., interest rates which adjust as a specified benchmark changes) or
scheduled amortization of principal.

Asset-backed securities in which the payment streams on the underlying
assets are allocated in a manner different than those described above may be
issued in the future. The Series may invest in such asset-backed securities if
such investment is otherwise consistent with its investment objectives and
policies and with the investment restrictions of the Series.

TYPES OF CREDIT SUPPORT. Asset-backed securities are often backed by a pool
of assets representing the obligations of a number of different parties. To
lessen the effect of failures by obligors on underlying assets to make payments,
such securities may contain elements of credit support. Such credit support
falls into two classes: liquidity protection and protection against ultimate
default by an obligor on the underlying assets. Liquidity protection refers to
the provision of advances, generally by the entity administering the pool of
assets, to ensure that scheduled payments on the underlying pool are made in a
timely fashion. Protection against ultimate default ensures ultimate payment of
the obligations on at least a portion of the assets in the pool. Such protection
may be provided through guarantees, insurance policies or letters of credit
obtained from third parties, through various means of structuring the
transaction or through a combination of such approaches. Examples of
asset-backed securities with credit support arising out of the structure of the
transaction include "senior-subordinated securities" (multiple class
asset-backed securities with certain classes subordinate to other classes as to
the payment of principal thereon, with the result that defaults on the
underlying assets are borne first by the holders of the subordinated class) and
asset-backed securities that have "reserve Portfolios" (where cash or
investments, sometimes funded from a portion of the initial payments on the
underlying assets, are held in reserve against future losses) or that have been
"over collateralized" (where the scheduled payments on, or the principal amount
of, the underlying assets substantially exceeds that required to make payment of
the asset-backed securities and pay any servicing or other fees). The degree of
credit support provided on each issue is based generally on historical
information respecting the level of credit risk associated with such payments.
Delinquency or loss in excess of that anticipated could adversely affect the
return on an investment in an asset-backed security. Additionally, if the letter
of credit is exhausted, holders of asset-backed securities may also experience
delays in payments or losses if the full amounts due on underlying sales
contracts are not realized.

AUTOMOBILE RECEIVABLE SECURITIES. Asset-Backed Securities may be backed by
receivables from motor vehicle installment sales contracts or installment loans
secured by motor vehicles ("Automobile Receivable Securities"). Since
installment sales contracts for motor vehicles or installment loans related
thereto ("Automobile Contracts") typically have shorter durations and lower
incidences of prepayment, Automobile Receivable Securities generally will
exhibit a shorter average life and are less susceptible to prepayment risk.

Most entities that issue Automobile Receivable Securities create an
enforceable interest in their respective Automobile Contracts only by filing a
financing statement and by having the servicer of the Automobile contracts,
which is usually the originator of the Automobile Contracts, take custody
thereof. In such circumstances, if the servicer of the Automobile Contracts were
to sell the same Automobile Contracts to another party, in violation of its
obligation not to do so, there is a risk that such party could acquire an
interest in the Automobile Contracts superior to that of the holders of
Automobile Receivable Securities. Also although most Automobile Contracts grant
a security interest in the motor vehicle being financed, in most states the
security interest in a motor vehicle
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INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

must be noted on the certificate of title to create an enforceable security
interest against competing claims of other parties. Due to the large number of
vehicles involved, however, the certificate of title to each vehicle financed,
pursuant to the Automobile Contracts underlying the Automobile Receivable
Security, usually is not amended to reflect the assignment of the seller's
security interest for the benefit of the holders of the Automobile Receivable
Securities. Therefore, there is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on the
securities. In addition, various state and federal securities laws give the
motor vehicle owner the right to assert against the holder of the owner's
Automobile Contract certain defenses such owner would have against the seller of
the motor vehicle. The assertion of such defenses could reduce payments on the
Automobile Receivable Securities.

CREDIT CARD RECEIVABLE SECURITIES. Asset-Backed Securities may be backed by
receivables from revolving credit card agreements ("Credit Card Receivable
Securities"). Credit balances on revolving credit card agreements ("Accounts")
are generally paid down more rapidly than are Automobile Contracts. Most of the
Credit Card Receivable Securities issued publicly to date have been Pass-Through
Certificates. In order to lengthen the maturity of Credit Card Receivable
Securities, most such securities provide for a fixed period during which only
interest payments on the underlying Accounts are passed through to the security
holder and principal payments received on such Accounts are used to fund the
transfer to the pool of assets supporting the related Credit Card Receivable
Securities of additional credit card charges made on an Account. The initial
fixed period usually may be shortened upon the occurrence of specified events
which signal a potential deterioration in the quality of the assets backing the
security, such as the imposition of a cap on interest rates. The ability of the
issuer to extend the life of an issue of Credit Card Receivable Securities thus
depends upon the continued generation of additional principal amounts in the
underlying accounts during the initial period and the non-occurrence of
specified events. An acceleration in cardholders' payment rates or any other
event which shortens the period during which additional credit card charges on
an Account may be transferred to the pool of assets supporting the related
Credit Card Receivable Security could shorten the weighted average life and
yield of the Credit Card Receivable Security.

Credit cardholders are entitled to the protection of a number of state and
federal consumer credit laws, many of which give such holders the right to set
off certain amounts against balances owed on the credit card, thereby reducing
amounts paid on Accounts. In addition, unlike most other Asset Backed
Securities, Accounts are unsecured obligations of the cardholder.

RESTRICTED SECURITIES. Restricted securities may be sold only in privately
negotiated transactions or in a public offering with respect to which a
registration statement is in effect under the Securities Act of 1933 (the "1933
Act"). Where registration is required, the Series may be obligated to pay all or
part of the registration expenses and a considerable period may elapse between
the time of the decision to sell and the time the Series may be permitted to
sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the Series might obtain a
less favorable price than prevailed when it decided to sell. Restricted
securities will be priced at fair value as determined in accordance with
procedures prescribed by the Board of Directors. If through the appreciation of
restricted securities or the depreciation of unrestricted securities or the
depreciation of liquid securities, the Series should be in a position where more
than the percentage of its net assets permitted under the respective Series
operating policy are invested in illiquid assets, including restricted
securities, the Series will take appropriate steps to protect liquidity.

The Series may purchase securities which while privately placed, are
eligible for purchase and sale under Rule 144A under the 1933 Act. This rule
permits certain qualified institutional buyers, such as the Series, to trade in
privately placed securities even though such securities are not registered under
the 1933 Act. The Investment Manager or relevant Sub-Adviser, under the
supervision of the Fund's Board of Directors, will consider whether securities
purchased under Rule 144A are illiquid and thus subject to the Series'
restriction on investment of its 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 Investment Manager or relevant Sub-Adviser will
consider the trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition the Investment Manager
or relevant Sub-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) the 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
43
<PAGE>
INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

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, the Series' holdings of illiquid securities
would be reviewed to determine what, if any, steps are required to assure that
the Series does not invest more than permitted in illiquid securities. Investing
in Rule 144A securities could have the effect of increasing the amount of the
Series' assets invested in illiquid securities if qualified institutional buyers
are unwilling to purchase such securities.

WARRANTS. Investment in warrants is pure speculation in that they have no
voting rights, pay no dividends, and have no rights with respect to the assets
of the corporation issuing them. Warrants basically are options to purchase
equity securities at a specific price valid for a specific period of time. They
do not represent ownership of the securities but only the right to buy them.
Warrants differ from call options in that warrants are issued by the issuer of
the security which may be purchased on their exercise, whereas call options may
be written or issued by anyone. The prices of warrants do not necessarily move
parallel to the prices of the underlying securities.

CERTAIN RISKS OF FOREIGN INVESTING

BRADY BONDS. Certain Series may invest in "Brady Bonds," which are debt
restructurings that provide for the exchange of cash and loans for newly issued
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 restructuring under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady.
Brady Bonds recently have been issued by the governments of Argentina, Brazil,
Bulgaria, Costa Rica, Dominican Republic, Jordan, Mexico, Nigeria, The
Philippines, Uruguay, Venezuela, Ecuador and Poland. Approximately $150 billion
in principal amount of Brady Bonds has been issued to date, the largest
proportion having been issued by Mexico and Venezuela. Investors should
recognize that Brady Bonds have been issued only recently and, accordingly, do
not have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (primarily the U.S. dollar)
and are actively traded in the secondary market for Latin American debt. The
Salomon Brothers Brady Bond Index provides a benchmark that can be used to
compare returns of emerging market Brady Bonds with returns in other bond
markets, e.g., the U.S. bond market.

EMERGING COUNTRIES. Certain Series may invest in debt securities in
emerging markets. Investing in securities in emerging countries may entail
greater risks than investing in debt securities in developed countries. These
risks include (i) less social, political and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict a
Series' investment opportunities, including restrictions on investment in
issuers or industries deemed sensitive to national interests; (iv) foreign
taxation; and (v) the absence of developed structures governing private or
foreign investment or allowing for judicial redress for injury to private
property.

POLITICAL AND ECONOMIC RISKS. Investing in securities of non-U.S. companies
may entail additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment and on repatriation of capital invested. In the event of such
expropriation, nationalization or other confiscation by any country, a Series
could lose its entire investment in any such country.

An investment in a Series which invests in non-U.S. companies is subject to
the political and economic risks associated with investments in emerging
markets. Even though opportunities for investment may exist in emerging markets,
any change in the leadership or policies of the governments of those countries
or in the
44
<PAGE>
INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

leadership or policies of any other government which exercises a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and thereby
eliminate any investment opportunities which may currently exist.

Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries previously
expropriated large quantities of real and personal property similar to the
property which will be represented by the securities purchased by the Series.
The claims of property owners against those governments were never finally
settled. There can be no assurance that any property represented by securities
purchased by a Series will not also be expropriated, nationalized, or otherwise
confiscated. If such confiscation were to occur, the Series could lose a
substantial portion of its investments in such countries. The Series'
investments would similarly be adversely affected by exchange control regulation
in any of those countries.

RELIGIOUS AND ETHNIC INSTABILITY. Certain countries in which a Series may
invest may have vocal minorities that advocate radical religious or
revolutionary philosophies or support ethnic independence. Any disturbance on
the part of such individuals could carry the potential for wide-spread
destruction or confiscation of property owned by individuals and entities
foreign to such country and could cause the loss of the Series' investment in
those countries.

FOREIGN INVESTMENT RESTRICTIONS. Certain countries prohibit or impose
substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Series. As illustrations,
certain countries require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in a particular
company, or limit the investments by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain countries may restrict investment opportunities in issuers or
industries deemed sensitive to national interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. A Series could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation, as well as by the application to it of
other restrictions on investments.

NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL REGULATION.
Foreign companies are subject to accounting, auditing and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits appearing
on the financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected had such
financial statements been prepared in accordance with U.S. generally accepted
accounting principles. Most of the securities held by the Series will not be
registered with the SEC or regulators of any foreign country, nor will the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less available information concerning foreign issuers of securities held by
the Series than is available concerning U.S. issuers. In instances where the
financial statements of an issuer are not deemed to reflect accurately the
financial situation of the issuer, the Investment Manager and relevant
Sub-Adviser will take appropriate steps to evaluate the proposed investment,
which may include on-site inspection of the issuer, interviews with its
management and consultations with accountants, bankers and other specialists.
There is substantially less publicly available information about foreign
companies than there are reports and ratings published about U.S. companies and
the U.S. Government. In addition, where public information is available, it may
be less reliable than such information regarding U.S. issuers.

CURRENCY FLUCTUATIONS. Because a Series, under normal circumstances, may
invest substantial portions of its total assets in the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar against such foreign currencies will account for part of the
Series' investment performance. A decline in the value of any particular
currency against the U.S. dollar will cause a decline in the U.S. dollar value
of the Series' holdings of securities denominated in such currency and,
therefore, will cause an overall decline in the Series' net asset value and any
net investment income and capital gains to be distributed in U.S. dollars to
shareholders of the Series.

The rate of exchange between the U.S. dollar and other currencies is
determined by several factors including the supply and demand for particular
currencies, central bank efforts to support particular currencies, the
45
<PAGE>
INVESTMENT METHODS AND RISK FACTORS (CONTINUED)

movement of interest rates, the pace of business activity in certain other
countries and the U.S., and other economic and financial conditions affecting
the world economy.

Although the Series values its assets daily in terms of U.S. dollars, the
Series does not intend to convert holdings of foreign currencies into U.S.
dollars on a daily basis. The Series will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference ("spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to the Series at one rate, while offering a lesser rate of exchange should the
Series desire to sell that currency to the dealer.

ADVERSE MARKET CHARACTERISTICS. Securities of many foreign issuers may be
less liquid and their prices more volatile than securities of comparable U.S.
issuers. In addition, foreign securities exchanges and brokers generally are
subject to less governmental supervision and regulation than in the U.S., and
foreign securities exchange transactions usually are subject to fixed
commissions, which generally are higher than negotiated commissions on U.S.
transactions. In addition, foreign securities exchange transactions may be
subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of the Series
are uninvested and no return is earned thereon. The inability of the Series to
make intended security purchases due to settlement problems could cause it to
miss attractive opportunities. Inability to dispose of a portfolio security due
to settlement problems either could result in losses to the Series due to
subsequent declines in value of the portfolio security or, if the Series has
entered into a contract to sell the security, could result in possible liability
to the purchaser. The Investment Manager or relevant Sub-Adviser will consider
such difficulties when determining the allocation of the Series' assets.

NON-U.S. WITHHOLDING TAXES. A Series' investment income and gains from
foreign issuers may be subject to non-U.S. withholding and other taxes, thereby
reducing the Series' investment income and gains.

INVESTMENT AND REPATRIATION RESTRICTIONS. Foreign investment in the
securities markets of certain foreign countries is restricted or controlled in
varying degrees. These restrictions may at times limit or preclude investment in
certain of such countries and may increase the costs and expenses of a Series.
Investments by foreign investors are subject to a variety of restrictions in
many developing countries. These restrictions may take the form of prior
governmental approval, limits on the amount or type of securities held by
foreigners, and limits on the types of companies in which foreigners may invest.
Additional or different restrictions may be imposed at any time by these or
other countries in which a Series invests. In addition, the repatriation of both
investment income and capital from several foreign countries is restricted and
controlled under certain regulations, including in some cases the need for
certain government consents. These restrictions may in the future make it
undesirable to invest in these countries.

MARKET CHARACTERISTICS. Foreign securities may be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Foreign stock markets are
generally not as developed or efficient as, and may be more volatile than, those
in the United States. While growing in volume, they usually have substantially
less volume than U.S. markets and a Series' portfolio securities may be less
liquid and more volatile than securities of comparable U.S. companies. Equity
securities may trade at price/earnings multiples higher than comparable United
States securities and such levels may not be sustainable. Fixed commissions on
foreign stock exchanges are generally higher than negotiated commissions on
United States exchanges, although a Series will endeavor to achieve the most
favorable net results on its portfolio transactions. There is generally less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies than in the United States. Moreover, settlement practices for
transactions in foreign markets may differ from those in United States markets,
and may include delays beyond periods customary in the United States.

INFORMATION AND SUPERVISION. There is generally less publicly available
information about foreign companies comparable to reports and ratings that are
published about companies in the United States. Foreign companies are also
generally not subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to United
States companies.

COSTS. Investors should understand that the expense ratio of the Series
that invest in foreign securities can be expected to be higher than investment
companies investing in domestic securities since the cost of maintaining the
custody of foreign securities and the rate of advisory fees paid by the Series
are higher.
46
<PAGE>

INVESTMENT METHODS AND RISK RACTORS (CONTINUED)

OTHER. With respect to certain foreign countries, especially developing and
emerging ones, there is the possibility of adverse changes in investment or
exchange control regulations, expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the Series, political or
social instability, or diplomatic developments which could affect investments by
U.S. persons in those countries.

EASTERN EUROPE. Changes occurring in Eastern Europe and Russia today could
have long-term potential consequences. As restrictions fail, this could result
in rising standards of living, lower manufacturing costs, growing consumer
spending, and substantial economic growth. However, investment in the countries
of Eastern Europe and Russia is highly speculative at this time. Political and
economic reforms are too recent to establish a definite trend away from
centrally-planned economies and state owned industries. In many of the countries
of Eastern Europe and Russia, there is no stock exchange or formal market for
securities. Such countries may also have government exchange controls,
currencies with no recognizable market value relative to the established
currencies of western market economies, little or no experience in trading in
securities, no financial reporting standards, a lack of a banking and securities
infrastructure to handle such trading, and a legal tradition which does not
recognize rights in private property. In addition, these countries may have
national policies which restrict investments in companies deemed sensitive to
the country's national interest. Further, the governments in such countries may
require governmental or quasi-governmental authorities to act as custodian of
the Series' assets invested in such countries and these authorities may not
qualify as a foreign custodian under the Investment Company Act of 1940 and
exemptive relief from such Act may be required. All of these considerations are
among the factors which could cause significant risks and uncertainties to
investment in Eastern Europe and Russia.

REGULATORY MATTERS. Currently, the Fund either has or will make a
commitment regarding each Series to the State of California Department of
Insurance to limit its borrowings to 10% of the Series' net asset value when
borrowing for any general purpose and to an additional 15% (for a total of 25%)
when borrowing as a temporary measure to facilitate redemptions. For purposes of
the foregoing commitment, net asset value is the market value of all investments
or assets owned by a Series, less its outstanding liabilities, at the time that
any new or additional borrowing is undertaken.

Additionally, the Fund either has made or will make a commitment regarding
each Series to the State of California Department of Insurance with respect to
diversification of its foreign investments. Such commitment generally requires
that a Series (i) (consistent with the Series' investment policies) invest in a
minimum of five different foreign countries and (ii) have no more than 20% of
its net asset value invested in securities of issuers located in any one foreign
country; except that, a Series may have an additional 15% of its net asset value
invested in securities of issuers located in any one of the following countries:
Australia, Canada, France, Japan, the United Kingdom or West Germany.
(Investments in U.S. issuers are not subject to any of the foregoing
restrictions.)

INVESTMENT POLICY LIMITATIONS

The Series operate within certain investment limitations which cannot be
changed without the approval of the holders of a majority of the outstanding
shares of the respective Series. Pursuant thereto, none of the Series will:

1. Purchase a security if, as a result, with respect to 75% of the value of
its total assets, more than 5% of the value of its total assets would be
invested in the securities of any one issuer (other than obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities).

2. Purchase more than 10% of the outstanding voting securities of any one
issuer.

3. Purchase securities for the purpose of exercising control over the issuers
thereof.

4. Underwrite securities of other issuers.

5. Borrow money or securities for any purposes except that borrowing up to 5%
of the Fund's total assets from commercial banks is permitted for
emergency or temporary purposes; provided, however, that this investment
limitation does not apply to Series K, M, N, O, P and V which may borrow
up to 33 1/3% of total assets. The Fund may also obtain such short-term
credits as are necessary for the clearance of portfolio transactions.

47
<PAGE>

6. Make loans to other persons, except by entry into repurchase agreements or
by the purchase, upon original issuance or otherwise, of a portion of an
issue of publicly distributed bonds, notes, debentures or other
securities; provided, however, that this investment limitation does not
apply to Series K, M, N, O, P or V.

7. Effect short sales of securities or buy securities on margin (except such
short-term credits as are necessary for the clearance of portfolio
transactions); provided, however, that this limitation does not apply to
Series K, M, N, O, P and V.

8. Invest in the securities of other investment companies; provided, however,
that this investment limitation does not apply to Series K, M, N, O, P or
V.

9. Concentrate investments in particular industries or make an investment in
any one industry if, when added to its other investments, total
investments in the same industry then held by the Fund would exceed 25% of
the value of its assets.

10. Purchase or sell interests in real estate except as are represented by
securities of companies, including real estate trusts whose assets consist
substantially of interests in real estate, including obligations secured
by real estate or interests therein and which therefore may represent
indirect interest in real estate.

11. Own, buy, sell or otherwise deal in commodities or commodities contracts;
provided, however, that Series K, M, N, O, P and V may enter into forward
currency contracts and other forward commitments and transactions in
futures, options and options on futures.

The following notes should be read in connection with the above-described
fundamental policies. The notes are not fundamental policies.

With respect to investment restrictions 7 and 11, the Fund does not
interpret these restrictions as prohibiting transactions in currency contracts,
hybrid instruments, options, financial futures contracts or options on financial
futures contracts.

For purposes of investment restriction 9, U.S., state or local governments,
or related agencies or instrumentalities, are not considered an industry.
Industries are determined by reference to the classifications of industries set
forth in the Series' semiannual and annual reports.

For purposes of investment restriction 6, the Series will consider the
acquisition of a debt security to include the execution of a note or other
evidence of an extension of credit with a term of more than nine months.

The following investment policies of Series K are not fundamental policies
and may be changed by a vote of a majority of the Series' Board of Directors
without shareholder approval. Series K may purchase and sell futures contracts
and related options under the following conditions: (a) the then current
aggregate futures market prices of financial instruments required to be
delivered and purchased under open futures contracts shall not exceed 30% of the
Series' total assets, at market value; and (b) no more than 5% of the Series'
total assets, at market value at the time of entering into a contract, shall be
committed to margin deposits in relation to futures contracts. Series K may
borrow money from banks for emergency or temporary purposes or to meet
redemptions in an amount not to exceed 5% of the Series' total assets.

As a matter of operating policy, Series O may not:

1. Purchase additional securities when money borrowed exceeds 5% of its total
assets;

2. Purchase a futures contract or an option thereon if, with respect to
positions in futures or options on futures which do not represent bona
fide hedging, the aggregate initial margin and premiums on such options
would exceed 5% of the Series' net asset value;

3. Purchase illiquid securities and securities of unseasoned issuers if, as a
result, more than 15% of its net assets would be invested in such
securities, provided that the Series will not invest more than 10% of its
total assets in restricted securities and not more than 5% in securities
of unseasoned issuers. Securities eligible for resale under Rule 144A of
the Securities Act of 1933 are not included in the 10% limitation but are
subject to the 15% limitation;

4. Purchase securities of open-end or closed-end investment companies except
in compliance with the Investment Company Act of 1940 and applicable state
law. Duplicate fees may result from such purchases;

5. Purchase securities on margin except (i) for use of short-term credit
necessary for clearance of purchases of portfolio securities and (ii) it
may make margin deposits in connection with futures contracts or other
permissible investments;

48
<PAGE>

6. Mortgage, pledge, hypothecate or, in any manner, transfer any security
owned by the Series as security for indebtedness except as may be
necessary in connection with permissible borrowings or investments and
then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of
the Series' total assets at the time of borrowing or investment;

7. Purchase participations or other direct interests in or enter into leases
with respect to, oil, gas, or other mineral exploration or development
programs;

8. Invest in puts, calls, straddles, spreads, or any combination thereof,
except to the extent permitted by the Prospectus and Statement of
Additional Information;

9. Purchase or retain the securities of any issuer if those officers and
directors of the Series, and of its investment manager, who each owns
beneficially more than .5% of the outstanding securities of such issuer,
together own beneficially more than 5% of such securities;

10. Effect short sales of securities;

11. Purchase a security (other than obligations issued or guaranteed by the
U.S., any foreign, state or local government, their agencies or
instrumentalities) if, as a result, more than 5% of the value of the
Series' total assets would be invested in the securities of issuers which
at the time of purchase had been in operation for less than three years
(for this purpose, the period of operation of any issuer shall include the
period of operation of any predecessor or unconditional guarantor of such
issuer). This restriction does not apply to securities of pooled
investment vehicles or mortgage or asset-backed securities; or

12. Invest in warrants if, as a result thereof, more than 2% of the value of
the net assets of the Series would be invested in warrants which are not
listed on the New York Stock Exchange, the American Stock Exchange, or a
recognized foreign exchange, or more than 5% of the value of the net
assets of the Series would be invested in warrants whether or not so
listed. For purposes of these percentage limitations, the warrants will be
valued at the lower of cost or market and warrants acquired by the Series
in units or attached to securities may be deemed to be without value.

OFFICERS AND DIRECTORS

The directors and officers of the Fund and their principal occupations for
at least the last five years are as follows. Unless otherwise noted, the address
of each officer and director is 700 Harrison Street, Topeka, Kansas 66636-0001.
<TABLE>
<CAPTION>

<S> <C>
JOHN D. CLELAND,* President and Director Senior Vice President and Managing Member Representative,
Security Management Company, LLC; Senior Vice President,
Security Benefit Group, Inc. and Security Benefit Life
Insurance Company.

DONALD A. CHUBB, JR.,** Director Business broker, Griffith & Blair Realtors. Prior to 1997,
2222 SW 29th Street President, Neon Tube Light Company, Inc.
Topeka, Kansas 66611

DONALD L. HARDESTY, Director President, Central Research Corporation.
900 Bank IV Tower
Topeka, Kansas 66603

PENNY A. LUMPKIN,** Director Vice President, Palmer News, Inc. Prior to October 1991,
3616 Canterbury Town Road Secretary and Director, Palmer Companies, Inc. (Wholesale
Topeka, Kansas 66610 Periodicals).

MARK L. MORRIS, JR.,** Director President, Mark Morris Associates (Veterinary Research and
5500 SW 7th Street Education).
Topeka, Kansas 66606

JEFFREY B. PANTAGES,* Director President and Chief Investment Officer, Security Management
Company, LLC. Senior Vice President, Security Benefit
Group, Inc. and Security Benefit Life Insurance Company.
Prior to April 1992, Managing Director, Prudential Life.
</TABLE>

49
<PAGE>
<TABLE>
<CAPTION>

- --------------------------------------------------------------- -------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUND PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- --------------------------------------------------------------- -------------------------------------------------------------
<S> <C>
HUGH L. THOMPSON, Director President Emeritus, Washburn University. Prior to June
2728 Newfound Harbour Drive 1997, President, Washburn University.
Merritt Island, Florida 32952

JAMES R. SCHMANK, Vice President and Treasurer Senior Vice President, Treasurer, Chief Fiscal Officer and
Managing Member Representative, Security Management
Company, LLC; Vice President, Security Benefit Group, Inc.
and Security Benefit Life Insurance Company.

MARK E. YOUNG, Vice President Vice President, Security Management Company, LLC; Assistant
Vice President, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company.

JANE A. TEDDER, Vice President Vice President and Senior Economist, Security Management
Company, LLC; Vice President, Security Benefit Group, Inc.
and Security Benefit Life Insurance Company.

TERRY A. MILBERGER, Vice President Vice President and Senior Portfolio Manager, Security
Management Company, LLC; Vice President, Security Benefit
Group, Inc. and Security Benefit Life Insurance Company.

AMY J. LEE, Secretary Secretary, Security Management Company, LLC; Vice
President, Associate General Counsel and Assistant
Secretary, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company.

BRENDA M. HARWOOD, Assistant Treasurer and Assistant Secretary Assistant Vice President, Assistant Treasurer and Assistant
Secretary, Security Management Company, LLC; Assistant Vice
President, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company.

CINDY L. SHIELDS, Assistant Vice President Assistant Vice President and Portfolio Manager, Security
Management Company, LLC; Assistant Vice President, Security
Benefit Group, Inc. and Security Benefit Life Insurance
Company. Prior to August 1994, Junior Portfolio Manager,
Research Analyst, Junior Research Analyst and Portfolio
Assistant, Security Management Company.
THOMAS A. SWANK, Assistant Vice President Second Vice President and Portfolio Manager, Security
Management Company, LLC; Vice President, Security Benefit
Group, Inc. and Security Benefit Life Insurance Company.

STEVEN M. BOWSER, Assistant Vice President Assistant Vice President and Portfolio Manager, Security
Management Company, LLC; Second Vice President, Security
Benefit Group, Inc. and Security Benefit Life Insurance
Company. Prior to October 1992, Assistant Vice President
and Portfolio Manager, Federal Home Loan Bank.
BARBARA J. DAVISON, Assistant Vice President Compliance Officer, Assistant Vice President and Portfolio
Manager, Security Management Company, LLC; Assistant Vice
President, Security Benefit Group, Inc. and Security
Benefit Life Insurance Company. Prior to 1996, Assistant
Vice President-Operations, Security Benefit Life Insurance
Company.

JIM P. SCHIER, Assistant Vice President Assistant Vice President and Portfolio Manager, Security
Management Company, LLC, Security Benefit Group, Inc. and
Security Benefit Life Insurance Company. Prior to February
1997, Assistant Vice President and Senior Research Analyst,
Security Management Company, LLC. Prior to August 1995,
Portfolio Manager, Mitchell Capital Management. Prior to
March 1993, Vice President and Portfolio Manager, Fourth
Financial.
</TABLE>

50
<PAGE>
<TABLE>
<CAPTION>

- --------------------------------------------------------------- -------------------------------------------------------------
NAME, ADDRESS AND POSITIONS HELD WITH THE FUND PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- --------------------------------------------------------------- -------------------------------------------------------------
<S> <C>
DAVID ESHNAUR, Assistant Vice President Assistant Vice President and Portfolio Manager, Security
Management Company, LLC. Prior to July 1997, Assistant
Vice President and Assistant Portfolio Manager, Waddell & Reed.

CHRISTOPHER D. SWICKARD, Assistant Secretary Assistant Vice President and Assistant Counsel, Security
Benefit Group, Inc. and Security Benefit Life Insurance
Company. Prior to June 1992, student at Washburn
University School of Law.
</TABLE>

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

*These directors are deemed to be "interested persons" of the Fund under the
Investment Company Act of 1940, as amended. **These directors serve on the
Fund's audit committee, the purpose of which is to meet with the independent
auditors, to review the work of the auditors, and to oversee the handling by
Security Management Company, LLC of the accounting functions for the Fund.

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

The officers of the Fund hold identical offices in the other Funds in the
Security Group of Funds, except Ms. Tedder and Messrs. Milberger and Schier. Ms.
Tedder is also Vice President of Security Income Fund and Security Equity Fund;
Mr. Milberger is also Vice President of Security Equity Fund; Mr. Schier is also
Assistant Vice President of Security Equity Fund; Ms. Shields is also Assistant
Vice President of Security Ultra Fund and Security Equity Fund; Mr. Bowser is
also Assistant Vice President of Security Tax-Exempt Fund and Security Income
Fund; Mr. Swank is also Assistant Vice President of Security Growth and Income
Fund, Security Income Fund and Security Tax-Exempt Fund; Ms. Davison is also
Assistant Vice President of Security Cash Fund; and Mr. Eshnaur is also
Assistant Vice President of Security Income Fund The directors of the Fund are
also directors of each of the other Funds in the Security Group of Funds. See
the table under "Investment Management," page 55, for positions held by such
persons with the Investment Manager. Mr. Young and Ms. Lee hold identical
offices with Security Distributors, Inc. ("SDI"). Messrs. Cleland and Schmank
are also director and Vice President, and Ms. Harwood is Treasurer of SDI.

REMUNERATION OF DIRECTORS AND OTHERS

The Fund pays each of its directors, except those directors who are
"interested persons" of the Fund, an annual retainer of $6,250 and a fee of $800
per meeting, plus reasonable travel costs, for each meeting of the board
attended. The Fund pays a fee of $100 per hour with a minimum fee of $200 and
reasonable travel costs for each meeting of the Fund's audit committee attended
by those directors who serve on the committee. Such fees and travel costs are
paid by the Fund pursuant to the Fund's Administrative Services Agreement dated
April 1, 1987, as amended.

The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate compensation
paid by the Fund to each of the Directors during its fiscal year ended December
31, 1996, and the aggregate compensation paid to each of the Directors during
calendar year 1996 by all seven of the registered investment companies to which
the Adviser provides investment advisory services (collectively, the "Security
Fund Complex"), are set forth below. Each of the Directors is a director of each
of the other registered investment companies in the Security Fund Complex.
<TABLE>
<CAPTION>

- ----------------------- -------------------- ------------------------- ------------------------ -------------------------
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM THE SECURITY
NAME OF DIRECTOR COMPENSATION ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX,
OF THE FUND FROM SBL FUND FUND EXPENSES RETIREMENT INCLUDING THE FUND
- ----------------------- -------------------- ------------------------- ------------------------ -------------------------
<S> <C> <C> <C> <C>
Willis A. Anton $9,250 $0 $0 $18,500
Donald A. Chubb, Jr. 9,650 0 0 18,900
John D. Cleland 0 0 0 0
Donald L. Hardesty 9,250 0 0 18,500
Penny A. Lumpkin 9,650 0 0 18,900
Mark L. Morris, Jr. 9,650 0 0 18,900
Jeffrey B. Pantages 0 0 0 0
Harold G. Worswick* 0 0 0 0
Hugh L. Thompson 7,088 0 0 14,175
- ----------------------- -------------------- ------------------------- ------------------------ -------------------------

*The Fund has accrued deferred compensation in the amount of $3,225 for Mr. Worswick for the calendar year ended
December 31, 1996.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

51
<PAGE>

Security Management Company, LLC compensates its officers and directors who
may also serve as officers or directors of the Fund. On May 1, 1997, the Fund's
officers and directors (as a group) beneficially owned less than 1% of the
outstanding shares of the Fund.

SALE AND REDEMPTION OF SHARES

Shares of the Fund are sold and redeemed at their net asset value next
determined after receipt of a purchase or redemption order. No sales or
redemption charge is made. The value of shares redeemed may be more or less than
the shareholder's cost, depending upon the market value of the portfolio
securities at the time of redemption. Payment for shares redeemed will be made
as soon as practicable after receipt, but in no event later than seven days
after tender, except that the Fund may suspend the right of redemption during
any period when trading on the New York Stock Exchange is restricted or such
Exchange is closed for other than weekends or holidays, or any emergency is
deemed to exist by the Securities and Exchange Commission.

INVESTMENT MANAGEMENT

Security Management Company, LLC (the "Investment Manager"), 700 Harrison
Street, Topeka, Kansas, serves as investment adviser to the Fund. The Investment
Manager also acts as investment adviser to the following mutual funds: Security
Equity Fund, Security Growth and Income Fund, Security Ultra Fund, Security
Income Fund, Security Cash Fund, and Security Tax-Exempt Fund.

The Investment Manager is controlled by its members, Security Benefit Life
Insurance Company and Security Benefit Group, Inc. ("SBG"). SBG is an insurance
and financial services holding company wholly-owned by Security Benefit Life
Insurance Company, 700 Harrison Street, Topeka, Kansas 66636-0001. Security
Benefit Life, a mutual life insurance company with $15.5 billion of insurance in
force, is incorporated under the laws of Kansas.

The Investment Manager serves as investment adviser to the Fund under an
Investment Advisory Contract dated June 20, 1977, which was renewed by the board
of directors of the Fund at a regular meeting held on February 7, 1997. The
contract may be terminated without penalty at any time by either party on 60
days' written notice and is automatically terminated in the event of its
assignment.

Pursuant to the Investment Advisory Contract, the Investment Manager
furnishes investment advisory, statistical and research facilities, supervises
and arranges for the purchase and sale of securities on behalf of the Fund, and
provides for the compilation and maintenance of records pertaining to the
investment advisory function. For such services, the Investment Manager is
entitled to receive compensation on an annual basis equal to .75% of the average
net assets of Series A, Series B, Series E, Series S, Series J, Series K, Series
P and Series V; .5% of the average net assets of Series C; and 1.00% of the
average net assets of Series D, Series M, Series N and Series O, computed on a
daily basis and payable monthly. During the last three fiscal years, SBL Fund
paid the following amounts to the Investment Manager for its services: 1996 -
$17,145,558; 1995 - $12,436,327; and 1994 - $10,141,578. For the fiscal year
ended December 31, 1996, the Investment Manager agreed to waive the investment
advisory fees of Series K and P.

The Investment Manager has retained Lexington Management Corporation
("Lexington"), Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663, to
furnish certain investment advisory services to Series D and K of the Fund
pursuant to Sub-Advisory Agreements, dated April 26, 1991, and May 1, 1995,
respectively. Pursuant to the agreements, Lexington furnishes investment
advisory, statistical and research facilities, supervises and arranges for the
purchase and sale of securities on behalf of Series D and K and provides for the
compilation and maintenance of records pertaining to such investment advisory
services, subject to the control and supervision of the Board of Directors of
the Fund and the Investment Manager. For such services, the Investment Manager
pays Lexington an amount equal to .50% of the average net assets of Series D,
and .35% of the average net assets of Series K, computed on a daily basis and
payable monthly. The Lexington Sub-Advisory Agreements may be terminated without
penalty at any time by either party on 60 days' written notice and are
automatically terminated in the event of assignment or in the event that the
Investment Advisory Contract between the Investment Manager and the Fund is
terminated, assigned or not renewed.

Lexington is a wholly-owned subsidiary of Lexington Global Asset Managers,
Inc., a Delaware corporation with offices at Park 80 West, Plaza Two, Saddle
Brook, New Jersey 07663. Descendants of Lunsford Richardson, Sr., their spouses,
trusts and other related entities have a majority voting control of the
outstanding shares of

52
<PAGE>

Lexington Global Asset Managers, Inc. Lexington which was established in 1938
currently serves as investment adviser, sub-adviser and/or sponsor to 21
investment companies with varying objectives and manages over $3.8 billion in
assets.

Lexington has entered into a sub-advisory contract with MFR Advisors, Inc.
("MFR"), One Liberty Plaza, New York, New York 10006, to provide investment and
economic research services to Series K, subject to the control and supervision
of the Board of Directors of SBL Fund For such services, Lexington pays MFR an
amount equal to .15% of the average net assets of Series K, computed on a daily
basis and payable monthly.

MFR is a subsidiary of Maria Fiorini Ramirez, Inc. ("Ramirez") which was
established in August of 1992 to provide global economic consulting, investment
advisory and broker/dealer services. Ramirez owns 80% and Security Benefit
Group, Inc. ("SBG") owns 20% of the outstanding common stock of MFR. Maria
Fiorini Ramirez owns 100% of the outstanding capital stock of Ramirez, and
Security Benefit Life Insurance Company owns 100% of the outstanding common
stock of SBG. MFR currently acts as investment adviser to the Global High Yield
Fund (formerly Global Aggressive Bond Fund), Global Asset Allocation Fund and
Emerging Markets Total Return Fund, as sub-adviser to the Lexington Ramirez
Global Income Fund, and also serves as an institutional manager for private
clients.

- ----------------------------------------------------- ---------------
AVERAGE DAILY NET ASSETS OF THE SERIES ANNUAL FEE
- ----------------------------------------------------- ---------------
Less than $100 Million.............................. .40%, plus
$100 Million but less than $200 Million............. .35%, plus
$200 Million but less than $400 Million............. .30%, plus
$400 Million or more................................ .25%
- ----------------------------------------------------- ---------------

The Investment Manager has engaged T. Rowe Price Associates, Inc. ("T. Rowe
Price"), 100 East Pratt Street, Baltimore, Maryland 21202, organized in 1937
under the laws of the State of Maryland by the late Thomas Rowe Price, Jr., to
provide investment advisory services to Series N and O. Pursuant to the
agreements, T. Rowe Price furnishes investment advisory services, supervises and
arranges for the purchase and sale of securities on behalf of Series N and O and
provides for the compilation and maintenance of records pertaining to such
investment advisory services, subject to the control and supervision of the
Board of Directors of the Fund and the Investment Manager. T. Rowe Price is
presently a publicly held company which with its affiliates manages over $95
billion in assets for over 4.5 million individuals and institutional investor
accounts. The Investment Manager pays T. Rowe Price, on an annual basis, an
amount equal to .50% of the average net assets of Series N which are less than
$50,000,000, and .40% of the average net assets of Series N of $50,000,000 and
over, for management services provided to Series N, provided, however, that the
Investment Manager has agreed to pay T. Rowe Price a minimum fee of $100,000 for
the 12 months ended June 30, 1996. The Investment Manager pays T. Rowe Price, on
an annual basis, an amount equal to .50% of the first $20,000,000 of average
daily net assets of Series O and .40% of such assets in excess of $20,000,000
for management services provided to Series O. For any month in which the average
daily net assets of Series O exceed $50,000,000, T. Rowe Price will waive .10%
of its fee on the first $20,000,000 of Series O's average daily net assets. T.
Rowe Price's fees for investment management services are calculated daily and
payable monthly.

The Investment Manager has agreed that the total annual expenses of any
Series, including its compensation from such Series, but excluding brokerage
commissions, interest, taxes, and extraordinary expenses, will not exceed the
level of expenses which the Fund is permitted to bear under the most restrictive
expense limitation imposed by any state in which shares of the Fund are then
offered for sale. (The Investment Manager is not

53
<PAGE>

aware of any state that currently imposes limits on the level of mutual fund
expenses.) The Investment Manager will, on a monthly basis,contribute such funds
or waive such portion of its management fee as may be necessary to insure that
the aggregate expenses of any Series will not exceed any such limitation.

Pursuant to an Administrative Services Agreement, dated April 1, 1987, as
amended, the Investment Manager also acts as the administrative agent for the
Fund and as such performs administrative functions and the bookkeeping,
accounting and pricing functions for the Fund. For this service the Investment
Manager receives, on an annual basis, a fee of .045% of the average net assets
of the Fund. In addition, the Investment Manager receives the greater of .10% of
the average net assets of Series D or $60,000, calculated daily and payable
monthly. With respect to Series K, M and N, the Investment Manager receives an
additional annual fee equal to the greater of .10% of its average net assets or
(i) $30,000 in the year ended April 29, 1996; (ii) $45,000 in the year ending
April 29, 1997; or (iii) $60,000 thereafter. The administrative fees paid by the
Fund during its fiscal years ended December 31, 1996, 1995 and 1994, were
$1,346,653, $786,425 and $605,515, respectively.

Under the same Agreement, the Investment Manager acts as the transfer agent
for the Fund. As such, it processes purchase and redemption transactions and
acts as the dividend disbursing agent for the separate accounts of Security
Benefit Life Insurance Company to which shares of the Fund are sold. For this
service, the Investment Manager receives an annual maintenance fee of $8.00 per
account, and a transaction fee of $1.00 per transaction. The transfer agency
fees paid by the Fund during its fiscal years ended December 31, 1996, 1995 and
1994, were $30,787, $18,750 and $13,242, respectively.

The Investment Manager has arranged for Lexington to provide certain
administrative services to Series D of the Fund, pursuant to a
Sub-Administrative Agreement, dated September 1993, as amended effective May 1,
1995. Pursuant to this agreement, Lexington provides certain accounting
functions, the pricing function and related recordkeeping for Series D and
certain other mutual funds for which the Investment Manager acts as fund
administrator. For such services, the Investment Manager pays Lexington the
following amounts: (i) an annual base fee of $9,000 per series per contract
year, and (ii) the greater of a minimum fund fee of $47,000 per series per
contract year, OR, an amount equal to the following percentages of the aggregate
assets of all of the series:

AGGREGATE ASSET FEE
- -------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS COMPENSATION
- -------------------------------------------------------------------------
Less than $500 million.............................. .07%, plus
$500 million but less than $1 billion............... .045%, plus
$1 billion or more.................................. .025%
- -------------------------------------------------------------------------

The expense ratio of each Series for the fiscal year end December 31, 1996,
was as follows: Series A - .83%; Series B - .84%; Series C - .58%; Series D -
1.30%; Series E - .83%; Series S - .84%; Series J - .84%; Series K - .84%;
Series M - 1.34%; Series N - 1.45%; and Series O - 1.15%. The annualized expense
ratio of Series P for the period August 5, 1996 (date of inception) to December
31, 1996 was .28%. None of the foregoing information is available for Series V
as it did not begin operations until May of 1997. During the fiscal year ended
December 31, 1996, the Investment Manager waived the management fee of Series K
and P, and during the fiscal year ending December 31, 1997, the Investment
Manager will waive the management fee of Series K, P and V. In the absence of
such waivers, the expense ratios for Series K and P would have been higher.

The Fund will pay all its expenses not assumed by the Investment Manager
including directors' fees; fees and expenses of custodian; taxes and
governmental fees; interest charges; any membership dues; brokerage commissions;
reports, proxy statements, and notices to stockholders; costs of stockholder and
other meetings; and legal, auditing and accounting expenses. The Fund will also
pay all expenses in connection with the Fund's registration under the Investment
Company Act of 1940 and the registration of its capital stock under the
Securities Act of 1933.

54
<PAGE>

The following persons are affiliated with the Fund and also with the
Investment Manager in the capacities indicated:
<TABLE>
<CAPTION>

- ---------------------- ----------------------------------------- -----------------------------------------------------------
NAME POSITION WITH SBL FUND POSITIONS WITH SECURITY MANAGEMENT COMPANY, LLC
- ---------------------- ----------------------------------------- -----------------------------------------------------------
<S> <C> <C>
Jeffrey B. Pantages Director President and Chief Investment Officer

James R. Schmank Vice President and Treasurer Senior Vice President, Treasurer,
Chief Fiscal Officer and Managing Member Representative

John D. Cleland President and Director Senior Vice President and Managing Member Representative

Jane A. Tedder Vice President Vice President and Senior Economist

Terry A. Milberger Vice President Vice President and Senior Portfolio Manager

James P. Schier Assistant Vice President Assistant Vice President and Portfolio Manager

Cindy L. Shields Assistant Vice President Assistant Vice President and Portfolio Manager

Mark E. Young Vice President Vice President

Amy J. Lee Secretary Secretary

Brenda M. Harwood Assistant Treasurer and Assistant Assistant Vice President, Assistant Treasurer
Secretary and Assistant Secretary

Thomas A. Swank Assistant Vice President Vice President and Portfolio Manager

Barbara J. Davison Assistant Vice President Compliance Officer, Assistant Vice President and
Portfolio Manager

David Eshnaur Assistant Vice President Assistant Vice President and Portfolio Manager

- ---------------------- ----------------------------------------- -----------------------------------------------------------
</TABLE>

PORTFOLIO MANAGEMENT

55
<PAGE>

the equity portion of the Series' portfolio. He has had day-to-day
responsibility for managing the equity portion of the Series since August 1997.
SERIES N (MANAGED ASSET ALLOCATION SERIES) is managed by an Investment Advisory
Committee of T. Rowe Price consisting of Edmund M. Notzon, Chairman, Heather R.
Landon, James M. McDonald, Jerome Clark, Peter Van Dyke, M. David Testa and
Richard T. Whitney. Mr. Notzon has had day-to-day responsibility for managing
the Series since its inception in 1995. SERIES O (EQUITY INCOME SERIES) is
managed by an Investment Advisory Committee of T. Rowe Price consisting of Brian
C. Rogers, Chairman, Thomas H. Broadus, Jr., Richard P. Howard and William J.
Stromberg. Mr. Rogers has had day-to-day responsibility for managing the Series
since its inception in 1995. SERIES P (HIGH YIELD SERIES) is managed by the
Fixed Income Team described above. Tom Swank and David Eshnaur have day-to-day
responsibility for managing the investments of Series P. Mr. Swank has managed
the Series since its inception in 1996 and Mr. Eshnaur has managed the Series
since July 1997. SERIES V (VALUE SERIES) is managed by the Large Capitalization
Team described above. Jim Schier has day-to-day responsibility for managing
Series V and has managed the Series since its inception in 1997.

John Cleland has been involved in the securities industry for more than 30
years. Before joining the Investment Manager in 1968, he was involved in the
investment business in securities and residential and commercial real estate for
approximately ten years. Mr. Cleland earned a Bachelor of Science degree from
the University of Kansas and an M.B.A. from Wharton School of Finance,
University of Pennsylvania.

Denis P. Jamison, CFA, Senior Vice President, Director Fixed Income
Strategy, is responsible for fixed-income portfolio management for Lexington. He
is a member of the New York Society of Security Analysts. Mr. Jamison has more
than 20 years investment experience. Prior to joining Lexington in 1981, Mr.
Jamison had spent nine years at Arnold Bernhard and Company, an investment
counseling and financial services organization. At Bernhard, he was a Vice
President supervising the security analyst staff and managing investment
portfolios. He is a specialist in government, corporate and municipal bonds. Mr.
Jamison is a graduate of the City College of New York with a B.A. in Economics.

Terry A. Milberger is a Vice President and Senior Portfolio Manager of the
Investment Manager. Mr. Milberger has more than 20 years of investment
experience. He began his career as an investment analyst in the insurance
industry and from 1974 through 1978 he served as an assistant portfolio manager
for the Investment Manager. He was then employed as Vice President of Texas
Commerce Bank and managed its pension fund assets until he returned to the
Investment Manager in 1981. Mr. Milberger holds a Bachelor's degree in Business
and an M.B.A. from the University of Kansas and is a Chartered Financial
Analyst.

Maria Fiorini Ramirez, President and Chief Executive Officer of MFR, began
her career as a credit analyst with American Express International Banking
Corporation in 1968. In 1972, she moved to Banco Nazionale De Lavoro in New
York. The following year, she started a ten year association with Merrill Lynch,
serving as Vice President and Senior Money Market Economist. She joined Becker
Paribas in 1984 as Vice President and Senior Money Market Economist before
joining Drexel Burnham Lambert that same year as First Vice President and Money
Market Economist. She was promoted to Managing Director of Drexel in 1986. From
April 1990 to August 1992,

56
<PAGE>

Ms. Ramirez was the President and Chief Executive Officer of Maria Ramirez
Capital Consultants, Inc., a subsidiary of John Hancock Freedom Securities
Corporation. Ms. Ramirez established MFR in August, 1992. She is known in
international financial, banking and economic circles for her assessment of the
interaction between global economic policy and political trends and their effect
on investments. Ms. Ramirez holds a B.A. in Business Administration/Economics
from Pace University.

Brian C. Rogers joined T. Rowe Price in 1982 and has been managing investments
since 1983. Richard T. Saler is a Senior Vice President of Lexington and is
responsible for international investment analysis and portfolio management. He
has eleven years of investment experience. Mr. Saler has focused on
international markets since first joining Lexington in 1986. Most recently he
was a strategist with Nomura Securities and rejoined Lexington in 1992. Mr.
Saler is a graduate of New York University with a B.S. degree in Marketing and
an M.B.A. in Finance from New York University's Graduate School of Business
Administration.

James P. Schier, Assistant Vice President and Portfolio Manager of the
Investment Manager, has 13 years experience in the investment field and is a
Chartered Financial Analyst. While employed by the Investment Manager, he also
served as a research analyst. Prior to joining the Investment Manager in 1995,
he was a portfolio manager for Mitchell Capital Management from 1993 to 1995.
From 1988 to 1995 he served as Vice President and Portfolio Manager for Fourth
Financial. Prior to 1988, Mr. Schier served in various positions in the
investment field for Stifel Financial, Josepthal & Company and Mercantile Trust
Company. Mr. Schier earned a Bachelor of Business degree from the University of
Notre Dame and an M.B.A. from Washington University.

Cindy L. Shields is a Portfolio Manager of the Investment Manager. Ms.
Shields has eight years experience in the securities field and joined the
Investment Manager in 1989. She has been a portfolio manager since 1994, and
prior to that time, she served as a research analyst for the Investment Manager.
Ms. Shields graduated from Washburn University with a Bachelor of Business
Administration degree, majoring in finance and economics. She is a Chartered
Financial Analyst.

Tom Swank, Portfolio Manager of the Investment Manager, has over ten years
of experience in the investment field. He is a Chartered Financial Analyst.
Prior to joining the Investment Manager in 1992, he was an Investment
Underwriter and Portfolio Manager for U.S. West Financial Services, Inc. from
1986 to 1992. From 1984 to 1986, he was a Commercial Credit Officer for United
Bank of Denver. From 1982 to 1984, he was employed as a Bank Holding Company
examiner for the Federal Reserve Bank of Kansas City - Denver Branch. Mr. Swank
graduated from Miami University in Ohio with a Bachelor of Science degree in
finance in 1982 and earned a Master of Business Administration degree from the
University of Colorado.

Jane Tedder, Vice President and Senior Economist of the Investment Manager,
has 20 years of experience in the investment field. Ms. Tedder has been a
portfolio manager for the Investment Manager since 1983. Prior to joining the
Investment Manager in 1983, she served as Vice President and Trust Officer of
Douglas County Bank in Kansas. Ms. Tedder earned a bachelor's degree in
education from Oklahoma State University and advanced diplomas from National
Graduate Trust School, Northwestern University, and Stonier Graduate School of
Banking, Rutgers University. She is a Chartered Financial Analyst.

Alan Wapnick is a Senior Vice President of Lexington and is responsible for
equity analysis and portfolio management. He has 27 years of investment
experience. Prior to joining Lexington in 1986, Mr. Wapnick was an equity
analyst with Merrill Lynch, J. & W. Seligman, Dean Witter and most recently
Union Carbide Corporation. Mr. Wapnick is a graduate of Dartmouth College and
received a Master's degree in Business Administration from Columbia University.

CODE OF ETHICS

The Fund, the Investment Manager and the Distributor have a written Code of
Ethics which requires all access persons to obtain prior clearance before
engaging in any personal securities transactions. Access persons include
officers and directors of the Fund and Investment Manager and employees that
participate in, or obtain information regarding, the purchase or sale of
securities by the fund or whose job relates to the making of any recommendations
with respect to such purchases or sales. All access persons must report their
personal securities transactions within ten days of the end of each calendar
quarter. Access persons will not be permitted to effect transactions in a
security if it: (a) is being considered for purchase or sale by the Fund; (b) is
being purchased or sold by the Fund; or (c) is being offered in an initial
public offering. In addition, portfolio managers are prohibited from purchasing
or selling a security within seven calendar days before or after a Fund that he
or

57
<PAGE>

she manages trades in that security. Any material violation of the Code of
Ethics is reported to the Board of the Fund. The Board also reviews the
administration of the Code of Ethics on an annual basis.

PORTFOLIO TURNOVER

Generally, long-term rather than short-term investments will be made by the
Fund for Series A, B, D, E, S, J, P and V. Series J, however, reserves the right
during certain periods to trade to a substantial degree for the short term.
Although portfolio securities generally will be purchased with a view to
long-term potential, subsequent changes in the circumstances of a particular
company or industry, or in general economic conditions, may indicate that sale
of a portfolio security is desirable without regard to the length of time it has
been held or to the tax consequences thereof. The annual portfolio turnover rate
of Series A, S, J, M and V may exceed 100% and at times may exceed 150%. The
annual turnover rate of Series E, K and P may exceed 100%. The annual turnover
rate of Series B, D, N and O are not generally expected to exceed 100%.

Portfolio turnover is defined as the lesser of purchases or sales of
portfolio securities divided by the average market value of portfolio securities
owned during the year, determined monthly. The annual portfolio turnover rates
for Series A, B, D, E, S, J, K, M, N, O and P for the fiscal years ended
December 31, 1996, 1995 and 1994, are as follows:

- ---------------------------- ---------- --------- ----------
1996 1995 1994
- ---------------------------- ---------- --------- ----------
Series A................... 57% 83% 90%
Series B................... 58% 94% 43%
Series D................... 115% 169% 82%
Series E................... 232% 180% 185%
Series S................... 67% 122% 67%
Series J................... 123% 202% 91%
Series K................... 86% 127%* ---
Series M................... 40% 181%* ---
Series N................... 41% 26%* ---
Series O................... 22% 3%* ---
Series P................... 151%** --- ---
- ---------------------------- ---------- --------- ----------
*Annualized portfolio turnover rates for the period June 1, 1995 (date of
inception) through December 31, 1995.

**Annualized portfolio turnover rate for the period August 5, 1996 (date of
inception) through December 31, 1996.
- ------------------------------------------------------------

For this purpose the term "securities" does not include government
securities or debt securities maturing within one year after acquisition. Since
Series C's investment policies require a maturity shorter than 13 months, the
portfolio turnover rate will generally be 0%, although the portfolio will turn
over many times during a year. Portfolio turnover information is not yet
available for Series V as it did not begin operations until May of 1997.

DETERMINATION OF NET ASSET VALUE

As discussed in the Prospectus for the Fund, the net asset value per share
of each Series is determined as of the close of regular trading hours on the New
York Stock Exchange (normally 3:00 p.m. Central time) on each day that the
Exchange is open for trading (other than a day on which no shares of a Series
are tendered for redemption and no order to purchase shares of a Series is
received). The New York Stock Exchange is open for trading Monday through Friday
except when closed in observance of the following holidays: New Year's Day,
Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, July
Fourth, Labor Day, Thanksgiving Day and Christmas. The determination is made by
dividing the value of the portfolio securities of each Series, plus any cash or
other assets (including dividends accrued but not collected), less all
liabilities (including accrued expenses but excluding capital and surplus), by
the number of shares of each Series outstanding. In determining asset value,
securities listed or traded on a recognized securities exchange are valued on
the basis of the last sale price. If there are no sales on a particular day,
then the securities shall be valued at the last bid price. All other securities
for which market quotations are available are valued on the basis of the last
current bid price. If there is no bid price, or if the bid price is deemed to be
unsatisfactory by the board of directors or the Fund's Investment

58
<PAGE>

Manager, then the securities shall be valued in good faith by such method as the
board of directors determines will reflect their fair market value.
Circumstances under which the board of directors or the Fund's Investment
Manager may consider the bid price include instances in which the spread
between the bid and the asked prices is substantial, trades have been infrequent
or the size of the trades which have occurred are not representative of the
Fund's holdings.

As stated in the Prospectus, the Fund's short-term debt securities may be
valued by the amortized cost method. As a result of using this method, during
periods of declining interest rates, the yield on shares of these Series
(computed by dividing the annualized income of the Fund by the net asset value
computed as described above) may tend to be higher than a like computation made
by a fund with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Fund for instruments with
remaining maturities of 60 days or less resulted in a lower aggregate portfolio
value on a particular day, a prospective investor would be able to obtain a
somewhat higher yield than would result from investment in a fund utilizing
solely market values and existing investors in these Series would receive less
investment income. The converse would apply in a period of rising interest
rates. To the extent that, in the opinion of the board of directors, the
amortized cost value of a portfolio instrument or instruments does not represent
fair value thereof as determined in good faith, the board of directors will take
appropriate action which would include a revaluation of all or an appropriate
portion of the portfolio based upon current market factors.

Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the New York Stock Exchange. The
values of foreign securities used in computing the net asset value of the shares
of certain Series of the Fund generally are determined as of the close of such
foreign markets or the close of the New York Stock Exchange if earlier. Foreign
currency exchange rates are generally determined prior to the close of the New
York Stock Exchange. Trading on foreign exchanges and in foreign currencies may
not take place on every day the New York Stock Exchange is open. Conversely
trading in various foreign markets may take place on days when the New York
Stock Exchange is not open and on other days when the Fund's net asset values
are not calculated. Consequently, the calculation of the net asset value for
Series D may not occur contemporaneously with the determination of the most
current market prices for the securities included in such calculation, and
events affecting the value of such securities and such exchange rates that occur
between the times at which they are determined and the close of the New York
Stock Exchange will not be reflected in the computation of net asset value. If
during such periods, events occur that materially affect the value of such
securities, the securities will be valued at their fair market value as
determined in good faith by the directors.

PORTFOLIO TRANSACTIONS

Transactions in portfolio securities shall be effected in such manner as
deemed to be in the best interests of the Fund and the respective Series. In
reaching a judgment relative to the qualifications of a broker-dealer ("broker")
to obtain the best execution of a particular transaction, all relevant factors
and circumstances will be taken into account by the Investment Manager or
relevant Sub-Adviser, including the overall reasonableness of commissions paid
to the broker, the firm's general execution and operational capabilities and its
reliability and financial condition. The execution of portfolio transactions may
be directed to brokers who furnish investment information or research services
to the Investment Manager or relevant Sub-Adviser. Such information and research
services include advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, the availability of securities
or purchasers or sellers of securities, and furnishing analyses and reports
concerning issues, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts. Such investment information and
research services may be furnished by brokers in many ways, including: (1)
on-line data base systems, the equipment for which is provided by the broker,
that enable registrant to have real-time access to market information, including
quotations; (2) economic research services, such as publications, chart services
and advice from economists concerning macroeconomic information; and (3)
analytical investment information concerning particular corporations. If a
transaction is directed to a broker supplying such information or services, the
commission paid for such transaction may be in excess of the commission another
broker would have charged for effecting that transaction, provided that the
Investment Manager shall have determined in good faith that the commission is
reasonable in relation to the value of the investment information or

59
<PAGE>

research services provided, viewed in terms of either that particular
transaction or the overall responsibilities of the Investment Manager with
respect to all accounts as to which it exercises investment discretion. The
Investment Manager may use all, none or some of such information and services in
providing investment advisory services to the mutual funds under its management,
including the Fund.

In addition, brokerage transactions may be placed with brokers who sell
variable contracts offered by SBL or shares of the Funds managed by the
Investment Manager and who may or may not also provide investment information
and research services. The Investment Manager may, consistent with the NASD
Rules of Fair Practice, consider sales of shares of the Fund in the selection of
a broker. The Fund may also buy securities from, or sell securities to, dealers
acting as principals or market makers.

Securities held by the Series may also be held by other investment advisory
clients of the Investment Manager or relevant Sub-Adviser, including other
investment companies. In addition, Security Benefit Life Insurance Company
("SBL"), may also hold some of the same securities as the Series. When selecting
securities for purchase or sale for a Series, the Investment Manager may at the
same time be purchasing or selling the same securities for one or more of such
other accounts. Subject to the Investment Manager's obligation to seek best
execution, such purchases or sales may be executed simultaneously or "bunched."
It is the policy of the Investment Manager not to favor one account over the
other. Any purchase or sale orders executed simultaneously (which may also
include orders from SBL) are allocated at the average price and as nearly as
practicable on a pro rata basis (transaction costs will also generally be shared
on a pro rata basis) in proportion to the amounts desired to be purchased or
sold by each account. In those instances where it is not practical to allocate
purchase or sale orders on a pro rata basis, then the allocation will be made on
a rotating or other equitable basis. While it is conceivable that in certain
instances this procedure could adversely affect the price or number of shares
involved in a Series' transaction, it is believed that the procedure generally
contributes to better overall execution of the Series' portfolio transactions.
The Board of Directors of the Fund has adopted guidelines governing this
procedure and will monitor the procedure to determine that the guidelines are
being followed and that the procedure continues to be in the best interest of
the Fund and its stockholders. With respect to the allocation of initial public
offerings ("IPOs"), the Investment Manager may determine not to purchase such
offerings for certain of its clients (including investment company clients) due
to the limited number of shares typically available to the Investment Manager in
an IPO.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
TRANSACTIONS DIRECTED TO AND
COMMISSIONS PAID TO BROKER-DEALERS
WHO ALSO PERFORMED SERVICES
BROKERAGE COMMISSIONS ---------------------------------------
PAID TO SECURITY
TOTAL BROKERAGE DISTRIBUTORS INC.,
YEAR COMMISSIONS PAID THE UNDERWRITER TRANSACTIONS BROKERAGE COMMISSIONS
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 $4,458,407 $0 $561,547,687 $906,003
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
1995 4,345,806 0 402,404,593 738,594
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
1994 2,962,073 0 281,022,190 588,781
- ----------------------------------------------------------------------------------------------------------
</TABLE>

DISTRIBUTIONS AND FEDERAL INCOME TAX CONSIDERATIONS

Each Series intends to qualify annually and to elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code").

To qualify as a regulated investment company, each Series must, among other
things: (i) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income derived with respect to its business of investing in
such stock, securities, or currencies ("Qualifying Income Test"); (ii) derive in
each taxable year less than 30% of its gross income from the sale or other
disposition of certain assets held less than three months (namely (a) stock or
securities, (b) options, futures and forward contracts (other than those on
foreign currencies), and (c) foreign currencies (including options, futures, and
forward contracts on such currencies) not directly related to a Series'
principal business of investing in stocks or securities (or options and futures
with respect to stocks and securities)); (iii) diversify its holdings so that,
at the end of each quarter of the taxable year, (a) at least 50% of the market
value of the Series' assets is represented by cash, cash items, U.S. Government
securities, the securities of other regulated investment companies, and other
securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater

60
<PAGE>

than 5% of the value of the Series' total assets and 10% of the outstanding
voting securities of such issuer, and (b) not more than 25% of the value of its
total assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or of two or more issuers which the Series controls (as that term is
defined in the relevant provisions of the Code) and which are determined to be
engaged in the same or similar trades or businesses or related trades or
businesses; and (iv) distribute at least 90% of the sum of its investment
company taxable income (which includes, among other items, dividends, interest,
and net short-term capital gains in excess of any net long-term capital losses)
and its net tax-exempt interest each taxable year. The Treasury Department is
authorized to promulgate regulations under which foreign currency gains would
constitute qualifying income for purposes of the Qualifying Income Test only if
such gains are directly related to investing in securities (or options and
futures with respect to securities). To date, no such regulations have been
issued.

A Series qualifying as a regulated investment company generally will not be
subject to U.S. federal income tax on its investment company taxable income and
net capital gains (any net long-term capital gains in excess of the net
short-term capital losses), if any, that it distributes to shareholders. Each
Series intends to distribute to its shareholders, at least annually,
substantially all of its investment company taxable income and any net capital
gains.

Generally, regulated investment companies, like the Series, must distribute
amounts on a timely basis in accordance with a calendar year distribution
requirement in order to avoid a nondeductible 4% excise tax. Generally, to avoid
the tax, a regulated investment company must distribute during each calendar
year, (i) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (ii) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
the 12-month period ending on October 31 of the calendar year, and (iii) all
ordinary income and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each Series intends
to make its distributions in accordance with the calendar year distribution
requirement. A distribution is treated as paid on December 31 of the calendar
year if it is declared by a Series in October, November or December of that year
to shareholders of record on a date in such a month and paid by the Series
during January of the following calendar year. Such distributions are taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received. The
excise tax provisions described above do not apply to a regulated investment
company, like a Series, all of whose shareholders at all times during the
calendar year are segregated asset accounts of life insurance companies where
the shares are held in connection with variable contracts. (For this purpose,
any shares of a Series attributable to an investment in the Series not exceeding
$250,000 made in connection with the organization of the Series shall not be
taken into account.) Accordingly, if this condition regarding the ownership of
shares of a Series is met, the excise tax will be inapplicable to that Series.

If, as a result of exchange controls or other foreign laws or restrictions
regarding repatriation of capital, a Series were unable to distribute an amount
equal to substantially all of its investment company taxable income (as
determined for U.S. tax purposes) within applicable time periods, the Series
would not qualify for the favorable federal income tax treatment afforded
regulated investment companies, or, even if it did so qualify, it might become
liable for federal taxes on undistributed income. In addition, the ability of a
Series to obtain timely and accurate information relating to its investments is
a significant factor in complying with the requirements applicable to regulated
investment companies, in making tax-related computations, and in complying with
the Code Section 817(h) diversification requirements. Thus, if a Series were
unable to obtain accurate information on a timely basis, it might be unable to
qualify as a regulated investment company, its tax computations might be subject
to revisions (which could result in the imposition of taxes, interest and
penalties), or it might be unable to satisfy the Code Section 817(h)
diversification requirements.

CODE SECTION 817(H) DIVERSIFICATION. To comply with regulations under
Section 817(h) of the Code, each Series will be required to diversify its
investments so that on the last day of each quarter of a calendar year, no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% is represented by any two investments, no more than 80% is
represented by any three investments, and no more than 90% is represented by any
four investments. Generally, securities of a single issuer are treated as one
investment and obligations of each U.S. Government agency and instrumentality
are treated for purposes of Section 817(h) as issued by separate issuers.

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<PAGE>

In connection with the issuance of the diversification regulations, the
Treasury Department announced that it would issue future regulations or rulings
addressing the circumstances in which a variable contractowner's control of the
investments of a separate account may cause the contractowner, rather than the
insurance company, to be treated as the owner of the assets held by the separate
account. If the variable contractowner is considered the owner of the securities
underlying the separate account, income and gains produced by those securities
would be included currently in the contractowner's gross income. These future
rules and regulations proscribing investment control may adversely affect the
ability of certain Series of the Fund to operate as described herein. There is,
however, no certainty as to what standards, if any, Treasury will ultimately
adopt. In the event that unfavorable rules or regulations are adopted, there can
be no assurance that the Series will be able to operate as currently described
in the Prospectus, or that a Series will not have to change its investment
objective or objectives, investment policies, or investment restrictions.

PASSIVE FOREIGN INVESTMENT COMPANIES. Some of the Series may invest in
stocks of foreign companies that are classified under the Code as passive
foreign investment companies ("PFICs"). In general, a foreign company is
classified as a PFIC if at least one half of its assets constitutes
investment-type assets or 75% or more of its gross income is investment-type
income. Under the PFIC rules, an "excess distribution" received with respect to
PFIC stock is treated as having been realized ratably over a period during which
the Series held the PFIC stock. The Series itself will be subject to tax on the
portion, if any, of the excess distribution that is allocated to the Series'
holding period in prior taxable years (an interest factor will be added to the
tax, as if the tax had actually been payable in such prior taxable years) even
though the Series distributes the corresponding income to shareholders. Excess
distributions include any gain from the sale of PFIC stock as well as certain
distributions from a PFIC. All excess distributions are taxable as ordinary
income.

A Series may be able to elect alternative tax treatment with respect to
PFIC stock. Under an election that currently may be available, a Series
generally would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether any distributions
are received from the PFIC. If this election is made, the special rules,
discussed above, relating to the taxation of excess distributions, would not
apply. In addition, another election may be available that would involve marking
to market a Series' PFIC stock at the end of each taxable year (and on certain
other dates prescribed in the Code), with the result that unrealized gains are
treated as though they were realized. If this election were made, tax at the
Series level under the PFIC rules would be eliminated, but a Series could, in
limited circumstances, incur nondeductible interest charges. A Series' intention
to qualify annually as a regulated investment company may limit the Series'
elections with respect to PFIC stock.

Because the application of the PFIC rules may affect, among other things,
the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject a Series
itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not invest in PFIC stock.

OPTIONS, FUTURES AND FORWARD CONTRACTS AND SWAP AGREEMENTS. Certain
options, futures contracts, and forward contracts in which a Series may invest
may be "Section 1256 contracts." Gains or losses on Section 1256 contracts
generally are considered 60% long-term and 40% short-term capital gains or
losses; however, foreign currency gains or losses arising from certain Section
1256 contracts may be treated as ordinary income or loss. Also, Section 1256
contracts held by a Series at the end of each taxable year (and at certain other
times as prescribed pursuant to the Code) are "marked to market" with the result
that unrealized gains or losses are treated as though they were realized.

Generally, the hedging transactions undertaken by a Series may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by a Series. In addition, losses
realized by a Series on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which such losses are realized.
Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences of transactions in options, futures, forward
contracts, swap agreements and other financial contracts to a Series are not
entirely clear. The transactions may increase the amount of short-term capital
gain realized by a Series which is taxed as ordinary income when distributed to
shareholders.

62
<PAGE>

A Series may make one or more of the elections available under the Code
which are applicable to straddles. If a Series makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased as compared to a fund that
did not engage in such hedging transactions.

Because only a few regulations regarding the treatment of swap agreements,
and related caps, floors and collars, have been implemented, the tax
consequences of such transactions are not entirely clear. The Series intend to
account for such transactions in a manner deemed by them to be appropriate, but
the Internal Revenue Service might not necessarily accept such treatment. If it
did not, the status of a Series as a regulated investment company, and the
Series' ability to satisfy the Code Section 817(h) diversification requirements,
might be affected.

The requirements applicable to a Series' qualification as a regulated
investment company may limit the extent to which a Series will be able to engage
in transactions in options, futures contracts, forward contracts, swap
agreements and other financial contracts.

FOREIGN TAXATION. Income received by a Series from sources within a foreign
country may be subject to withholding and other taxes imposed by that country.
Tax conventions between certain countries and the U.S. may reduce or eliminate
such taxes.

FOREIGN CURRENCY TRANSACTIONS. Under the Code, gains or losses attributable
to fluctuations in exchange rates which occur between the time a Series accrues
income or other receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time that Series actually collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss. Similarly, on disposition of debt securities denominated in a
foreign currency and on disposition of certain futures contracts, forward
contracts and options, gains or losses attributable to fluctuations in the value
of foreign currency between the date of acquisition of the security or contract
and the date of disposition also are treated as ordinary gain or loss. These
gains or losses, referred to under the Code as "Section 988" gains or losses,
may increase or decrease the amount of a Series' investment company taxable
income to be distributed to its shareholders as ordinary income.

ORIGINAL ISSUE DISCOUNT. Debt securities purchased by a Series (such as
zero coupon bonds) may be treated for U.S. federal income tax purposes as having
original issue discount. Original issue discount is treated as interest for
federal income tax purposes and can generally be defined as the excess of the
stated redemption price at maturity over the issue price. Original issue
discount, whether or not cash payments actually are received by a Series, is
treated for federal income tax purposes as income earned by the Series, and
therefore is subject to the distribution requirements of the Code. Generally,
the amount of original issue discount included in the income of the Series each
year is determined on the basis of a constant yield to maturity which takes into
account the compounding of accrued interest.

In addition, debt securities may be purchased by a Series at a discount
which exceeds the original issue discount remaining on the securities, if any,
at the time the Series purchased the securities. This additional discount
represents market discount for income tax purposes. Treatment of market discount
varies depending upon the maturity of the debt security. Generally, in the case
of any debt security having a fixed maturity date of more than one year from the
date of issue and having market discount, the gain realized on disposition will
be treated as ordinary income to the extent it does not exceed the accrued
market discount on the security (unless the Series elects for all its debt
securities having a fixed maturity date of more than one year from the date of
issue to include market discount in income in tax years to which it is
attributable). Generally, market discount accrues on a daily basis. For any debt
security having a fixed maturity date of not more than one year from the date of
issue, special rules apply which may require in some circumstances the ratable
inclusion of income attributable to discount at which the bond was acquired as
calculated under the Code. A Series may be required to capitalize, rather than
deduct currently, part or all of any net direct interest expense on indebtedness
incurred or continued to purchase or carry any debt security having market
discount (unless the Series makes the election to include market discount
currently).

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<PAGE>

DISTRIBUTIONS. Distributions of any investment company taxable income by a
Series are taxable to the shareholders as ordinary income. Net capital gains
designated by a Series as capital gain dividends will be treated, to the extent
distributed, as long-term capital gains in the hands of the shareholders,
regardless of the length of time the shareholders may have held the shares. Any
distributions that are not from a Series' investment company taxable income or
net capital gains may be characterized as a return of capital to shareholders
or, in some cases, as capital gain. A distribution will be treated as paid on
December 31 of the calendar year if it is declared by a Series in October,
November or December of that year to shareholders of record on a date in such a
month and paid by the Series during January of the following calendar year. Such
distributions will be taxable to shareholders in the calendar year in which they
are declared, rather than the calendar year in which they are received.

OTHER TAXES. The foregoing discussion is general in nature and is not
intended to provide an exhaustive presentation of the tax consequences of
investing in a Series. Distributions may also be subject to additional state,
local and foreign taxes, depending on each shareholder's particular situation.
Depending upon the nature and extent of a Series' contacts with a state or local
jurisdiction, the Series may be subject to the tax laws of such jurisdiction if
it is regarded under applicable law as doing business in, or as having income
derived from, the jurisdiction. Shareholders are advised to consult their own
tax advisers with respect to the particular tax consequences to them of an
investment in a Series.

OWNERSHIP AND MANAGEMENT

As of April 1, 1997, SBL controls the Fund by virtue of its indirect
ownership of 100% of the outstanding shares of the Fund as custodian of SBL
Variable Annuity Account III, SBL Variable Annuity Account IV, Variflex,
Variflex LS, Security Elite Benefit and Varilife.

CAPITAL STOCK AND VOTING

The Fund has authorized the issuance of an indefinite number of shares of
capital stock of $1.00 par value. Its shares are currently issued in thirteen
Series: Series A, Series B, Series C, Series D, Series E, Series S, Series J,
Series K, Series M, Series N, Series O, Series P and Series V. The shares of
each Series represent pro rata beneficial interest in that Series' assets and in
the earnings and profits or losses derived from the investment of such assets.
Upon issuance and sale, such shares will be fully paid and nonassessable. They
are fully transferable and redeemable. These shares have no preemptive rights,
but the stockholders of each Series are entitled to receive dividends as
declared for that Series by the board of directors of the Fund.

The shares of each Series have cumulative voting rights for the election of
directors. Within each respective Series, each share has equal voting rights
with each other share and there are no preferences as to conversion, exchange,
retirement or liquidation. On other matters, all shares, (irrespective of
Series) are entitled to one vote each. Pursuant to the rules and regulations of
the Securities and Exchange Commission, in certain instances, a vote of the
outstanding shares of the combined Series may not modify the rights of holders
of a particular Series without the approval of a majority of the shares of that
Series.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT

UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri, acts as the
custodian for the portfolio securities of each Series of the Fund, except Series
D, K, M, N and O. The Chase Manhattan Bank, 4 Chase MetroTech Center, Brooklyn,
New York 11245 acts as custodian for the portfolio securities of Series D, K, M,
N and O, including those held by foreign banks and foreign securities
depositories which qualify as eligible foreign custodians under the rules
adopted by the SEC. Security Management Company, LLC is the Fund's transfer and
dividend-paying agent.

INDEPENDENT AUDITORS

The firm of Ernst & Young LLP, One Kansas City Place, 1200 Main Street,
Kansas City, Missouri, has been approved by the Fund's stockholders to serve as
the Fund's independent auditors, and as such, the firm will perform the annual
audit of the Fund's financial statements.

64
<PAGE>

DISTRIBUTION OF VARIABLE INSURANCE PRODUCTS

SBL Fund serves as the underlying investment vehicle for the following
variable insurance products currently issued by Security Benefit Life Insurance
Company: Variflex, Variflex LS, Security Elite Benefit and Varilife. Security
Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary of Security
Benefit Group, Inc., is the principal underwriter of the foregoing variable
insurance products. The Distributor has entered into an agreement with Lexington
Management Corporation ("Lexington") pursuant to which it receives compensation
from Lexington to defray expenses it incurs in the distribution of certain
mutual funds sub-advised by Lexington and variable insurance products certain
underlying funds of which are sub-advised by Lexington and for the access which
the Distributor permits Lexington to have to its network of broker and dealers.
The Agreement is currently in effect with respect to the Global Series of
Security Equity Fund and Series D of SBL Fund (the "Sub-Advised Portfolios").
Pursuant to the terms of the Agreement, Lexington pays the Distributor a fee,
ranging from 0% of the average daily net assets of the Sub-Advised Portfolios
below $50 million to .25% of the average daily net assets of the Sub-Advised
Portfolios of $400 million or more. The fee is calculated daily and payable
monthly.

PERFORMANCE INFORMATION

The Fund may, from time to time, include the average annual total return
and the total return of the Series in advertisements or reports to shareholders
or prospective investors.

Quotations of average annual total return for a Series will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in the Series over certain periods that will include periods of 1, 5
and 10 years (up to the life of the Series), calculated pursuant to the
following formula:

P(1+T)n=ERV

(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years, and ERV = the ending redeemable value of
a hypothetical $1,000 payment made at the beginning of the period). All total
return figures assume that all dividends and distributions are reinvested when
paid.

For the 1-, 5- and 10-year periods ended December 31, 1996, the average
annual total return was the following:
<TABLE>
<CAPTION>

- ----------------------------------- ------------ -------------- ------------
1 YEAR 5 YEARS 10 YEARS
- ----------------------------------- ------------ -------------- ------------
<S> <C> <C> <C>
Series A.......................... 22.7% 15.8% 15.0%
Series B.......................... 18.3% 11.7% 13.8%
Series C.......................... 5.1% 3.3% 5.3%
Series D.......................... 17.5% 11.4% 3.0%
Series E.......................... -0.7% 5.8% 7.4%
Series S.......................... 18.8% 13.7% 13.1%(1)
Series J.......................... 18.0% 16.2%(2) ---
Series K.......................... 13.7% 13.6%(3) ---
Series M.......................... 14.2% 13.6%(3) ---
Series N.......................... 12.8% 12.8%(3) ---
Series O.......................... 20.0% 23.9%(3) ---
Series P.......................... 6.6%(4) --- ---
- ----------------------------------- ------------ -------------- ------------
1 For the period May 1, 1991 (date of inception) through December 31, 1996.
2 For the period October 1,1992 (date of inception) through December 31, 1996.
3 For the period June 1, 1995 (date of inception) through December 31, 1996.
4 For the period August 5, 1996 (date of inception) through December 31, 1996.
- ----------------------------------------------------------------------------
</TABLE>

Quotations of total return for any Series will also be based on a
hypothetical investment in the Series for a certain period, and will assume that
all dividends and distributions are reinvested when paid. The total return is
calculated by subtracting the value of the investment at the beginning of the
period from the ending value and dividing the remainder by the beginning value.
Performance information is not yet available for Series V as it did not begin
operations until May of 1997.

The aggregate total return on an investment made in shares of Series A
calculated as described above for the period from December 31, 1986 to December
31, 1996 was 304.2%.

Performance information for a Series may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), or other unmanaged

65
<PAGE>

indices so that investors may compare a Series' results with those of a
group of unmanaged securities widely regarded by investors as representative of
the securities markets in general; (ii) other groups of mutual funds tracked by
Lipper Analytical Services, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, or
tracked by other services, companies, publications, or persons who rank mutual
funds on overall performance or other criteria; and (iii) the Consumer Price
Index (measure for inflation) to assess the real rate of return from an
investment in the Series. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.

Such mutual fund rating services include the following: Lipper Analytical
Services; Morningstar, Inc.; Investment Company Data; Schabacker Investment
Management; Wiesenberger Investment Companies Service; Computer Directions
Advisory (CDA); and Johnson's Charts.

Quotations of average annual total return or total return for the Fund will
not take into account charges and deductions against the Separate Accounts to
which the Fund shares are sold or charges and deductions against the Contracts
issued by Security Benefit Life Insurance Company. Performance information for
any Series reflects only the performance of a hypothetical investment in the
Series during the particular time period on which the calculations are based.
Performance information should be considered in light of the Series' investment
objectives and policies, characteristics and quality of the portfolios and the
market conditions during the given time period, and should not be considered as
a representation of what may be achieved in the future.

FINANCIAL STATEMENTS

The audited financial statements of the Fund for the fiscal year ended
December 31, 1996 which are contained in the Annual Report of SBL Fund are
incorporated herein by reference. A copy of the Annual Report for the year ended
December 31, 1996, is provided to every person requesting a copy of the
Statement of Additional Information.

66
<PAGE>

APPENDIX

DESCRIPTION OF SHORT-TERM INSTRUMENTS

U.S. GOVERNMENT SECURITIES. Federal agency securities are debt obligations
which principally result from lending programs of the U.S. Government. Housing
and agriculture have traditionally been the principal beneficiaries of federal
credit programs, and agencies involved in providing credit to agriculture and
housing account for the bulk of the outstanding agency securities.

Some U.S. Government securities, such as treasury bills and bonds, are
supported by the full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the Treasury; others, such
as those of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality.

U.S. Treasury bills are issued with maturities of any period up to one
year. Three-month bills are currently offered by the Treasury on a 13-week cycle
and are auctioned each week by the Treasury. Bills are issued in bearer form
only and are sold only on a discount basis, and the difference between the
purchase price and the maturity value (or the resale price if they are sold
before maturity) constitutes the interest income for the investor.

CERTIFICATES OF DEPOSIT. A certificate of deposit is a negotiable receipt
issued by a bank or savings and loan association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate.

COMMERCIAL PAPER. Commercial paper is generally defined as unsecured
short-term notes issued in bearer form by large well-known corporations and
finance companies. Maturities on commercial paper range from a few days to nine
months.

Commercial paper is also sold on a discount basis.

BANKERS' ACCEPTANCES. A banker's acceptance generally arises from a
short-term credit arrangement designed to enable businesses to obtain funds to
finance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

A Prime rating is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred to
by use of numbers 1, 2 and 3 to denote relative strength within this highest
classification. Among the factors considered by Moody's in assigning ratings are
the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of 10 years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

Commercial paper rated "A" by Standard & Poor's Corporation ("S&P") has the
highest rating and is regarded as having the greatest capacity for timely
payment. Commercial paper rated A-1 by S&P has the following characteristics.
Liquidity ratios are adequate to meet cash requirements. Long-term senior debt
is rated "A" or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned. Relative strength or
weakness of the above factors determine whether the issuer's commercial paper is
rated A-1, A-2 or A-3.

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DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

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

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

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

STANDARD & POOR'S CORPORATION

AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to 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 - Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominately speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default and payment of interest and/or repayment of
principal is in arrears.

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