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PROSPECTUS
SUPPLEMENT
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SBL FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001
SUPPLEMENT DATED SEPTEMBER 11, 1998
TO PROSPECTUS DATED APRIL 1, 1998
The following new section is added after the section "PORTFOLIO MANAGEMENT" of
the SBL Fund prospectus:
PROPOSED SUB-ADVISORY AGREEMENT FOR SERIES D
The Board of Directors of SBL Fund has approved a new sub-advisory
agreement between the Investment Manager and OppenheimerFunds, Inc.
("Oppenheimer") pursuant to which Oppenheimer would provide
sub-advisory services to Series D of SBL Fund. Lexington Management
Corporation currently provides sub-advisory services to the Series.
For these services Lexington receives from the Investment Manager an
amount equal to 0.50 percent on an annual basis of the average net
assets of Series D, calculated daily and payable monthly.
Oppenheimer is owned by Oppenheimer Acquisition Corp., a holding
company that is owned in part by senior officers of Oppenheimer and
controlled by Massachusetts Mutual Life Insurance Company. Oppenheimer
has been providing investment advice since 1959. In addition,
Oppenheimer and its subsidiaries currently manage investment companies
with assets of more than $95 billion, and more than 3.5 million
shareholder accounts.
The Board of Directors, including a majority of the disinterested
directors of SBL Fund, approved the agreement at a meeting of the
Board held on July 24, 1998. The stockholders will vote on approval of
the proposed sub-advisory agreement at a special meeting of
stockholders to be held October 28, 1998. If the stockholders approve
the new sub-advisory agreement, the existing sub-advisory agreement
with Lexington will terminate effective November 2, 1998, and the
proposed agreement will be in effect on that date. The terms of the
new sub-advisory agreement provide for the Investment Manager (not the
Series) to pay Oppenheimer an annual fee equal to a percentage of the
average daily closing value of the combined net assets of Series D and
another series managed by the Investment Manager, computed on a daily
basis as follows: 0.35 percent of the combined average daily net
assets up to $300 million, plus 0.30 percent of such assets over $300
million up to $750 million and 0.25 percent of such assets over $750
million.
See "Management of the Funds" in the prospectus for more
information about the existing investment advisory agreement.
