SBL FUND
497, 1998-11-02
Previous: GATEWAY TRUST, 485APOS, 1998-11-02
Next: UNITED COMPANIES FINANCIAL CORP, 8-K, 1998-11-02




<PAGE>
PROSPECTUS
SUPPLEMENT
- --------------------------------------------------------------------------------
SBL FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001


                        SUPPLEMENT DATED NOVEMBER 2, 1998
                        TO PROSPECTUS DATED APRIL 1, 1998


   Effective November 2, 1998, OppenheimerFunds,  Inc. became the sub-adviser to
Series D. This  Prospectus  is amended as set forth below to reflect this change
in the  Series'  sub-adviser  and  certain  changes  in the  Series'  investment
policies.

   Under the section  "SERIES D (WORLDWIDE  EQUITY  SERIES)," the  references to
Lexington   Management   Corporation  as  the   Sub-Adviser  are  replaced  with
OppenheimerFunds, Inc. as the Sub-Adviser.

   The last paragraph under the section "SERIES D (WORLDWIDE  EQUITY SERIES)" is
deleted in its entirety and replaced with the following:

        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 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 and 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.  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.  See the  discussion  of  "Forward  Currency
     Transactions,"  "Futures  Contracts and Related Options" and "Options"
     under "Investment Methods and Risk Factors."

        As a fundamental  policy,  for the purpose of realizing  additional
     income,  Series  D 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 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 also may  invest in real  estate  investment  trusts  (REITs)
     which are described under "Investment Methods and Risk Factors."

   The sub-section  "SHARES OF OTHER  INVESTMENT  COMPANIES"  under  "INVESTMENT
METHODS AND RISK  FACTORS," is deleted in its  entirety  and  replaced  with the
following:

        Series D, K, M, N, O and X 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.

   The second  paragraph of the section  "MANAGEMENT  OF THE FUND" is deleted in
its entirety and replaced with the following:

        The   Investment   Manager  has  engaged   OppenheimerFunds,   Inc.
     ("Oppenheimer"),   Two  World  Trade  Center,   New  York,   New  York
     10048-0203,  to provide certain investment advisory services to Series
     D.  Pursuant  to  a  sub-advisory  agreement,   Oppenheimer  furnishes
     investment advisory,  statistical and research facilities,  supervises
     and  arranges for the  purchase  and sale of  securities  on behalf of
     Series D 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.

        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  $85  billion,  and  more  than 4  million
     shareholder accounts.

        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 K of the
     Fund.  Pursuant  to  the  agreement,  Lexington  furnishes  investment
     advisory, statistical and research facilities, supervises and arranges
     for the  purchase  and sale of  securities  on  behalf of Series 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.

   The seventh and eighth paragraphs of the section "MANAGEMENT OF THE FUND" are
deleted in their entirety and replaced with the following:

        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 of the
     Fund, the Investment  Manager supervises such management of the Series
     by Oppenheimer, as to Series K, supervises management of the Series by
     Lexington,  as to Series M,  supervises  management  of the  Series by
     Meridian,  as to Series N and O, supervises management of those Series
     by T. Rowe Price,  and as to Series X,  supervises  management  of the
     Series by Strong.  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, O, and X computed  on a
     daily basis and payable monthly.

        The  Investment  Manager pays  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.

        The  Investment  Manager pays  Lexington an annual fee equal to .35
     percent of the average net assets of Series K for management  services
     provided to Series 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 section  "PORTFOLIO  MANAGEMENT"  is deleted in its entirety and replaced
with the following:

        Steve Bowser,  Second Vice  President and Portfolio  Manager of the
     Investment Manager, has co-managed SERIES E (HIGH GRADE INCOME SERIES)
     since   June  1997  and  the   fixed-income   portion  of  SERIES  M'S
     (SPECIALIZED  ASSET ALLOCATION  SERIES)  portfolio since January 1998.
     Prior to joining the Investment Manager in 1992, he was Assistant Vice
     President and Portfolio  Manager with 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 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,  Portfolio  Manager at Meridian,  has managed the equity
     portion of SERIES M'S (SPECIALIZED  ASSET ALLOCATION SERIES) portfolio
     since August 1997. He has five 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 and an M.S. degree in Finance.

        David Eshnaur,  Assistant  Vice President and Portfolio  Manager of
     the Investment  Manager,  has  co-managed  SERIES E (HIGH GRADE INCOME
     SERIES) and the fixed-income  portion of SERIES M'S (SPECIALIZED ASSET
     ALLOCATION  SERIES)  portfolio  since  January 1998 and SERIES P (HIGH
     YIELD SERIES) since July 1997.  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.

        Denis P. Jamison, CFA, Senior Vice President, Director Fixed Income
     Strategy of Lexington, has co-managed SERIES K (GLOBAL AGGRESSIVE BOND
     SERIES)  since  its  inception  in  1995.   He  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,  Senior Vice  President  and Senior  Portfolio
     Manager  of the  Investment  Manager,  has  managed  SERIES A  (GROWTH
     SERIES) since 1989. 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,  Managing  Director of T. Rowe Price and a Senior
     Portfolio  Manager in the firm's Taxable Bond Department,  has managed
     SERIES N (MANAGED  ASSET  ALLOCATION  SERIES)  since its  inception in
     1995.  He  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.

        Ronald C. Ognar,  Portfolio Manager of Strong, has managed SERIES X
     (SMALL CAP  SERIES)  since its  inception  in 1997.  He is a Chartered
     Financial  Analyst with more than 25 years of  investment  experience.
     Mr. Ognar  joined  Strong in April 1993 after two years as a principal
     and  portfolio  manager  with  RCM  Capital  Management.  Prior to his
     position at RCM  Capital  Management,  he was a  portfolio  manager at
     Kemper Financial  Services in Chicago.  Mr. Ognar began his investment
     career in 1968 at  LaSalle  National  Bank.  He is a  graduate  of the
     University of Illinois with a bachelor's degree in accounting.

        Michael  Petersen,  Vice President and Senior Portfolio  Manager of
     the Investment  Manager,  has managed SERIES B (GROWTH-INCOME  SERIES)
     since  December  1997.  Mr.   Petersen  has  15  years  of  investment
     experience.  Prior to joining the  Investment  Manager in 1997, he was
     Director of Equity  Research and Fund  Management at Old Kent Bank and
     Trust  Corporation  from  1988  to  1997.  Prior  to  1988,  he was an
     Investment  Officer at First Asset  Management.  Mr. Petersen earned a
     Bachelor  of  Science  degree in  Accounting  from the  University  of
     Minnesota. He is a Chartered Financial Analyst.

        Maria Fiorini  Ramirez,  President and Chief  Executive  Officer of
     MFR, has managed  SERIES K (GLOBAL  AGGRESSIVE  BOND SERIES) since its
     inception  in 1995.  She began her  career  as a credit  analyst  with
     American Express  International  Banking Corporation in 1968. In 1972,
     Ms.  Ramirez  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,  Managing  Director and  Portfolio  Manager for T.
     Rowe Price,  has managed  SERIES O (EQUITY  INCOME  SERIES)  since its
     inception  in  1995.  He  joined  T.  Rowe  Price in 1982 and has been
     managing investments since 1983.

        James P. Schier,  Assistant Vice President and Portfolio Manager of
     the Investment Manager,  has managed SERIES J (EMERGING GROWTH SERIES)
     since January 1998 and SERIES V (VALUE  SERIES) since its inception in
     1997.  He 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, Assistant Vice President and Portfolio Manager of
     the Investment Manager, has managed SERIES S (SOCIAL AWARENESS SERIES)
     since 1994. She 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,  Vice President and Portfolio  Manager of the Investment
     Manager,  has  co-managed  SERIES  P (HIGH  YIELD  SERIES)  since  its
     inception  in  1996.  He 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.

        William L. Wilby,  Senior Vice  President  of  Oppenheimer,  became
     manager of SERIES D (WORLDWIDE  EQUITY SERIES) in November 1998. Prior
     to joining  Oppenheimer  in 1991, he was an  international  investment
     strategist at Brown Brothers  Harriman & Co. Prior to Brown  Brothers,
     Mr. Wilby was a managing  director and portfolio manager at AIG Global
     Investors. He joined AIG from Northern Trust Bank in Chicago, where he
     was an international  pension  manager.  Before starting his career in
     portfolio  management,   Mr.  Wilby  was  an  international  financial
     economist  at Northern  Trust Bank and at the Federal  Reserve Bank in
     Chicago. Mr. Wilby is a graduate of the United States Military Academy
     and holds an M.A. and a Ph.D. in International Monetary Economics from
     the University of Colorado. He is a Chartered Financial Analyst.
<PAGE>
SBL FUND
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

                     SUPPLEMENT DATED NOVEMBER 2, 1998
                   TO STATEMENT OF ADDITIONAL INFORMATION
                            DATED APRIL 1, 1998

   Effective November 2, 1998, OppenheimerFunds,  Inc. became the sub-adviser to
Series D and certain  changes to Series D's fundamental  investment  limitations
were  approved by  shareholders.  This  Statement of Additional  Information  is
amended as set forth below to reflect these changes.

   The fifth  paragraph of the section "WHAT IS SBL FUND," page 1, is deleted in
its entirety and replaced with the following:

        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  OppenheimerFunds,  Inc. ("Oppenheimer') to provide investment
     advisory services to Series D of the Fund. The Investment  Manager has
     engaged  Lexington  Management  Corporation  ("Lexington")  to provide
     certain  investment  advisory  services  to  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  engaged  Meridian
     Investment  Management  Corporation  ("Meridian")  to provide  certain
     investment   advisory   services  to  Series  M  and  Strong   Capital
     Management,  Inc.  ("Strong") to provide certain  investment  advisory
     services to Series X.

   Under  the  section  "SERIES  D  (WORLDWIDE  EQUITY  SERIES),"  page  5,  the
references to Lexington  Management  Corporation as the Sub-Adviser are replaced
with OppenheimerFunds, Inc. as the Sub-Adviser.

   The section "INVESTMENT POLICY  LIMITATIONS," page 50, is amended by deleting
all  references  to Series D. The  section  is  further  amended  by adding  the
following:

        Series D's investment limitations are as follows:

      1.  No Series will 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.  No Series will purchase more than 10% of the  outstanding  voting
          securities of any one issuer.

      3.  No Series will purchase  securities for the purpose of exercising
          control over the issuers thereof.

      4.  No Series may act as underwriter of securities  issued by others,
          except  to the  extent  that  the  Series  may be  considered  an
          underwriter  within the meaning of the  Securities Act of 1933 in
          the disposition of restricted securities.

      5.  No Series may borrow in excess of 33 1/3% of its total assets.

      6.  No Series may lend any  security  or make any other loan if, as a
          result,  more than 33 1/3% of the Series'  total  assets would be
          lent to other  parties,  except (i)  through  the  purchase  of a
          portion of an issue of debt  securities  in  accordance  with its
          investment  objective  and  policies,  or  (ii)  by  engaging  in
          repurchase agreements with respect to portfolio securities.

      7.  No Series may 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 Series would exceed 25% of the value of its assets.

      8.  No Series may 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.

      9.  No Series may invest in  commodities,  except that as  consistent
          with its  investment  objective and  policies,  a Series may: (a)
          purchase  and  sell  options,   forward   contracts  and  futures
          contracts,   including  without   limitation  those  relating  to
          indices;  (b) purchase  and sell options on futures  contracts or
          indices; and (c) purchase publicly traded securities of companies
          engaging in such activities.

     10.  No Series may issue senior securities,  except as permitted under
          the Investment Company Act of 1940.

        The following  operating  policies of Series D are not  fundamental
     policies  and may be  changed  by a vote of a  majority  of the Fund's
     Board of Directors without shareholder approval.

      1.  The Series may borrow money or securities  for any purpose except
          that  borrowing  up  to 5%  of  the  Series'  total  assets  from
          commercial   banks  is  permitted   for  emergency  or  temporary
          purposes.

      2.  The Series does not  currently  intend to lend assets  other than
          securities to other parties.  (This  limitation does not apply to
          purchases of debt securities or to repurchase agreements.)

      3.  The Series does not currently  intend to sell  securities  short,
          unless it owns or has the right to obtain  securities  equivalent
          in kind and amount to the  securities  sold short,  and  provided
          that transactions in futures contracts and options are not deemed
          to constitute selling  securities short. In addition,  the Series
          does not  currently  intend to  purchase  securities  on  margin,
          except that the Series may obtain such short-term  credits as are
          necessary  for the clearance of  transactions,  and provided that
          margin payments in connection with futures  contracts and options
          on futures contracts shall not constitute  purchasing  securities
          on margin.

      4.  The  Series  may  not,   except  in  connection  with  a  merger,
          consolidation,  acquisition,  or  reorganization,  invest  in the
          securities of other investment  companies,  including  investment
          companies  advised by the  Investment  Manager,  if,  immediately
          after such purchase or acquisition, more than 10% of the value of
          the Series'  total assets  would be invested in such  securities,
          more than 5% of the value of the Series'  total  assets  would be
          invested in the securities of any one investment  company, or the
          Series  would own more than 3% of the  total  outstanding  voting
          stock of another investment company.

   The fifth  paragraph  of the  section  "INVESTMENT  MANAGEMENT,"  page 55, is
deleted in its entirety and replaced with the following:

        The Investment  Manager has entered into a  sub-advisory  agreement
     with OppenheimerFunds,  Inc. ("Oppenheimer"),  Two World Trade Center,
     New York,  NY  10048-0203,  to  provide  certain  investment  advisory
     services  to  Series  D.  Pursuant  to  this  agreement,   Oppenheimer
     furnishes  investment  advisory,  statistical and research facilities,
     supervises  and arranges for the  purchase and sale of  securities  on
     behalf of Series D and provides for the compilation and maintenance of
     records pertaining to such investment  advisory  services,  subject to
     the control and  supervision  of the Fund's Board of Directors and the
     Investment  Manager.  For such services,  the Investment  Manager pays
     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, Security Equity Fund, Global
     Series,  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.

        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  $85  billion,  and  more  than 4  million
     shareholder accounts.

        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 K of the Fund pursuant to a Sub-Advisory  Agreement,  dated May
     1, 1995.  Pursuant to the agreement,  Lexington  furnishes  investment
     advisory, statistical and research facilities, supervises and arranges
     for the  purchase  and sale of  securities  on  behalf of Series 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 .35% of the average net assets of Series K,  computed
     on a daily  basis and  payable  monthly.  The  Lexington  Sub-Advisory
     Agreement  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.

   The section  "PORTFOLIO  MANAGEMENT," page 58, is deleted in its entirety and
replaced with the following:

        Steve Bowser,  Second Vice  President and Portfolio  Manager of the
     Investment Manager, has co-managed SERIES E (HIGH GRADE INCOME SERIES)
     since   June  1997  and  the   fixed-income   portion  of  SERIES  M'S
     (SPECIALIZED  ASSET ALLOCATION  SERIES)  portfolio since January 1998.
     Prior to joining the Investment Manager in 1992, he was Assistant Vice
     President and Portfolio  Manager with 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 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,  Portfolio  Manager at Meridian,  has managed the equity
     portion of SERIES M'S (SPECIALIZED  ASSET ALLOCATION SERIES) portfolio
     since August 1997. He has five 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 and an M.S. degree in Finance.

        David Eshnaur,  Assistant  Vice President and Portfolio  Manager of
     the Investment  Manager,  has  co-managed  SERIES E (HIGH GRADE INCOME
     SERIES) and the fixed-income  portion of SERIES M'S (SPECIALIZED ASSET
     ALLOCATION  SERIES)  portfolio  since  January 1998 and SERIES P (HIGH
     YIELD SERIES) since July 1997.  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.

        Denis P. Jamison,  C.F.A.,  Senior Vice  President,  Director Fixed
     Income  Strategy  of  Lexington,   has  co-managed  SERIES  K  (GLOBAL
     AGGRESSIVE BOND SERIES) since its inception in 1995. He 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,  Senior Vice  President  and Senior  Portfolio
     Manager  of the  Investment  Manager,  has  managed  SERIES A  (GROWTH
     SERIES) since 1989. 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,  Managing  Director of T. Rowe Price and a Senior
     Portfolio  Manager in the firm's Taxable Bond Department,  has managed
     SERIES N (MANAGED  ASSET  ALLOCATION  SERIES)  since its  inception in
     1995.  He  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.

        Ronald C. Ognar,  Portfolio Manager of Strong, has managed SERIES X
     (SMALL CAP  SERIES)  since its  inception  in 1997.  He is a Chartered
     Financial  Analyst with more than 25 years of  investment  experience.
     Mr. Ognar  joined  Strong in April 1993 after two years as a principal
     and  portfolio  manager  with  RCM  Capital  Management.  Prior to his
     position at RCM  Capital  Management,  he was a  portfolio  manager at
     Kemper Financial  Services in Chicago.  Mr. Ognar began his investment
     career in 1968 at  LaSalle  National  Bank.  He is a  graduate  of the
     University of Illinois with a bachelor's degree in accounting.

        Michael  Petersen,  Vice President and Senior Portfolio  Manager of
     the Investment  Manager,  has managed SERIES B (GROWTH-INCOME  SERIES)
     since  December  1997.  Mr.   Petersen  has  15  years  of  investment
     experience.  Prior to joining the  Investment  Manager in 1997, he was
     Director of Equity  Research and Fund  Management at Old Kent Bank and
     Trust  Corporation  from  1988  to  1997.  Prior  to  1988,  he was an
     Investment  Officer at First Asset  Management.  Mr. Petersen earned a
     Bachelor  of  Science  degree in  Accounting  from the  University  of
     Minnesota. He is a Chartered Financial Analyst.

        Maria Fiorini  Ramirez,  President and Chief  Executive  Officer of
     MFR, has managed  SERIES K (GLOBAL  AGGRESSIVE  BOND SERIES) since its
     inception  in 1995.  She began her  career  as a credit  analyst  with
     American Express  International  Banking Corporation in 1968. In 1972,
     Ms.  Ramirez  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,  Managing  Director and  Portfolio  Manager for T.
     Rowe Price,  has managed  SERIES O (EQUITY  INCOME  SERIES)  since its
     inception  in  1995.  He  joined  T.  Rowe  Price in 1982 and has been
     managing investments since 1983.

        James P. Schier,  Assistant Vice President and Portfolio Manager of
     the Investment Manager,  has managed SERIES J (EMERGING GROWTH SERIES)
     since January 1998 and SERIES V (VALUE  SERIES) since its inception in
     1997.  He 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, Assistant Vice President and Portfolio Manager of
     the Investment Manager, has managed SERIES S (SOCIAL AWARENESS SERIES)
     since 1994. She 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,  Vice President and Portfolio  Manager of the Investment
     Manager,  has  co-managed  SERIES  P (HIGH  YIELD  SERIES)  since  its
     inception  in  1996.  He 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.

        William L. Wilby,  Senior Vice  President  of  Oppenheimer,  became
     manager of SERIES D (WORLDWIDE  EQUITY SERIES) in November 1998. Prior
     to joining  Oppenheimer  in 1991, he was an  international  investment
     strategist at Brown Brothers  Harriman & Co. Prior to Brown  Brothers,
     Mr. Wilby was a managing  director and portfolio manager at AIG Global
     Investors. He joined AIG from Northern Trust Bank in Chicago, where he
     was an international  pension  manager.  Before starting his career in
     portfolio  management,   Mr.  Wilby  was  an  international  financial
     economist  at Northern  Trust Bank and at the Federal  Reserve Bank in
     Chicago. Mr. Wilby is a graduate of the United States Military Academy
     and holds an M.A. and a Ph.D. in International Monetary Economics from
     the University of Colorado. He is a Chartered Financial Analyst.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission