<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FBL SERIES FUND, INC. (FILE NOS. 2-38512 AND 811-2125)
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BOARD OF DIRECTORS OF REGISTRANT
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
FBL Series Fund, Inc. September 25, 1996
Dear Stockholders,
A meeting of the stockholders of FBL Series Fund, Inc. (the "Fund") will be
held on Thursday, November 7, 1996 at 9:30 a.m. CST at 5400 University Avenue,
West Des Moines, Iowa. This meeting has been called to consider and vote upon
the election of directors and other matters that are important to you as a
stockholder.
Your Fund's board of directors agrees with Fund management that, for the
Growth Common Stock Portfolio, its name should be changed and its investment
objectives should be restated. The Fund's board has voted to change the name of
this Portfolio to "Value Growth Portfolio." The investment objective of
long-term capital appreciation is to be retained and, subject to stockholder
approval, the secondary objective of providing current income will be
eliminated, and the Portfolio's fundamental investment policies for pursuing its
investment objective of long-term capital appreciation will be amended.
The election of directors and the retention of Ernst & Young LLP as auditors
are to be voted upon by all stockholders of the Fund. In addition, stockholders
of the Growth Common Stock, Managed, High Grade Bond and High Yield Bond
Portfolios are being asked to approve amendments to their fundamental policies
as described in the accompanying proxy statement. YOUR DIRECTORS HAVE
UNANIMOUSLY APPROVED ALL PROPOSALS THAT YOU ARE BEING ASKED TO VOTE UPON.
Some of you will receive multiple proxies because of your ownership of more
than one Portfolio or accounts within a Portfolio. Your vote is important. To
ensure that your vote is counted it is necessary that you:
- Review the attached proposals;
- Complete and sign each proxy card that you receive; and
- Return the proxy card(s) in the enclosed postage-paid envelope as soon as
possible. Multiple proxies may be sent in one envelope.
Your prompt response will save your Fund the expense of additional
solicitations. It is our belief that the proposed changes are in the best
interest of stockholders and you are encouraged to vote favorably upon all of
them.
Sincerely,
Edward M. Wiederstein
PRESIDENT
<PAGE>
FBL SERIES FUND, INC.
5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266
TELEPHONE (515) 225-5586
(800) 247-4170
NOTICE OF FBL SERIES FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 7, 1996
September 25, 1996
To the Stockholders of FBL Series Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders of FBL Series
Fund, Inc. (the "Fund"), including each of the Fund's six portfolios (Growth
Common Stock Portfolio, High Grade Bond Portfolio, High Yield Bond Portfolio,
Managed Portfolio, Money Market Portfolio, and Blue Chip Portfolio)
(individually, a "Portfolio" and collectively, the "Portfolios"), will be held
at 5400 University Avenue, West Des Moines, Iowa on Thursday, November 7, 1996,
at 9:30 a.m., CST, for the following purposes:
1. To elect nine (9) directors to serve for a term beginning November
7, 1996 to continue until their successors shall have been duly appointed or
elected.
2. For stockholders of the Growth Common Stock Portfolio only,
a. to approve eliminating the Portfolio's secondary investment
objective of current income, and
b. to approve amending the Portfolio's statement of fundamental
investment policies for pursuing its investment objective of
long-term capital appreciation.
3. For stockholders of the Growth Common Stock and Managed Portfolios
only, to approve an amendment to each Portfolio's fundamental investment
policy permitting investment of up to 25% of net assets in foreign debt
securities, as well as foreign equity securities, traded on U.S. exchanges
and payable in U.S. dollars.
4. For stockholders of the High Grade Bond and High Yield Bond
Portfolios only, to approve an amendment to each Portfolio's fundamental
investment policy permitting investment of up to 25% of net assets in
foreign debt securities traded on U.S. exchanges and payable in U.S.
dollars.
5. For stockholders of the Growth Common Stock, Managed, High Grade
Bond and High Yield Bond Portfolios only, to approve an amendment to each
Portfolio's fundamental investment policy reducing its "diversification"
requirement to 75% of the Portfolio's assets instead of the present 100%.
6. For stockholders of the Growth Common Stock, Managed, High Grade
Bond and High Yield Bond Portfolios only, to eliminate each Portfolio's
fundamental investment policy limiting investments in restricted and
illiquid securities (in favor of a non-fundamental policy on such
investments).
7. To ratify the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending July 31, 1997.
8. To transact such other business as may properly come before the
Special Meeting.
Stockholders of record of the Fund at the close of business on August 30,
1996 are entitled to notice of and to vote at the Special Meeting.
IN ORDER TO AVOID DELAYS AND ADDITIONAL EXPENSE FOR THE FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT THE SPECIAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Edward M. Wiederstein
PRESIDENT
<PAGE>
FBL SERIES FUND, INC.
5400 UNIVERSITY AVENUE
WEST DES MOINES, IOWA 50266
TELEPHONE (515) 225-5586
(800) 247-4170
PROXY STATEMENT
September 25, 1996
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of the Fund of proxies to be voted at the Special Meeting of
Stockholders of the Fund to be held on November 7, 1996, and at any and all
adjournments thereof. The cost of preparing, printing and mailing the enclosed
proxy, accompanying notice and proxy statement, and all other costs in
connection with the solicitation of proxies, will be paid by the Fund.
Additional solicitation may be made by letter, telephone or facsimile by
officers or employees of FBL Investment Advisory Services, Inc., the Fund's
Investment Adviser and Distributor, which is located at 5400 University Avenue,
West Des Moines, Iowa 50266 (the "Adviser").
On the matters as to which a choice has been specified by the stockholders
on the proxy, the shares of the Fund will be voted accordingly. If no choice is
specified, the shares of each Portfolio will be voted FOR the election of the
nine nominees for director to be elected by all shareholders as listed in this
Proxy Statement and FOR ratification of the selection of Ernst & Young LLP as
the Fund's independent auditors. If no choice is so specified, the shares of the
Growth Common Stock Portfolio will be voted FOR approval of the amendment to the
Portfolio's investment objectives to eliminate the secondary investment
objective of current income and FOR approval of the amendment to the Portfolio's
fundamental investment policies for pursuing its investment objective of
long-term capital appreciation; and the shares of the Growth Common Stock,
Managed, High Grade Bond and High Yield Bond Portfolios will be voted FOR
approval of the amendments to each Portfolio's fundamental policies as set forth
in the notice of meeting and more fully discussed in this Proxy Statement.
Stockholders of any Portfolio who give proxies may revoke them at any time
before they are voted by filing with the Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person.
1
<PAGE>
The following table indicates which stockholders are solicited with respect
to each matter:
<TABLE>
<CAPTION>
PORTFOLIO
---------------------------------------------------------------------
GROWTH HIGH GRADE HIGH YIELD MONEY
MATTER COMMON STOCK BOND BOND MANAGED MARKET BLUE CHIP
- ---------------------------------------- ------------ ---------- ---------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Election of directors X X X X X X
Approval of amendments:
(a) to the Portfolio's investment X
objective to eliminate the secondary
investment objective of current
income, and
(b) to the fundamental investment X
policies for pursuing the
Portfolio's investment objective of
long-term capital appreciation
Approval of an amendment to the X X
Portfolio's fundamental investment
policy permitting investment of up to
25% of net assets in foreign equity or
debt securities traded on U.S.
exchanges and payable in U.S. dollars
Approval of an amendment to the X X
Portfolio's fundamental investment
policy permitting investment of up to
25% of net assets in foreign debt
securities traded on U.S. exchanges and
payable in U.S. dollars
Approval of an amendment to the X X X X
Portfolio's fundamental investment
policy reducing its "diversification"
requirement to 75% of the Portfolio's
assets from 100%
Approval of an amendment to eliminate X X X X
the Portfolio's fundamental investment
policy limiting investments in
restricted and illiquid securities (in
favor of a non-fundamental policy on
such investments)
Ratification of selection of auditors X X X X X X
</TABLE>
A quorum of stockholders is required to take action at the Fund's Special
Meeting. A majority of the shares issued and outstanding and entitled to vote at
the Special Meeting, represented in person or by proxy, will constitute a
quorum. Votes cast by proxy or in person will be tabulated by the judges, who
will determine whether a quorum is present at the Special Meeting. The judges
will treat abstentions as present for the purpose of determining a quorum.
For purposes of determining the approval of the matters submitted for a
vote, abstentions will have the same effect as shares voted against approval of
such matters. The details of each proposal to be voted upon by the stockholders
of the Fund and the vote required for approval of each proposal are set forth
under the description of each proposal below.
As of August 30, 1996, there were issued and outstanding shares of common
stock of the Portfolios as follows: 5,193,485 of Growth Common Stock; 915,776 of
High Grade Bond; 748,591 of High Yield Bond; 2,082,727 of Managed; 2,587,934 of
Money Market; and 571,818 of Blue Chip. Those persons who were stockholders of
record at the close of business on August 30, 1996 will be entitled to one vote
for each share held.
This Proxy Statement is first being mailed to stockholders of the Fund on or
about September 25, 1996.
1. ELECTION OF DIRECTORS (ALL PORTFOLIOS)
At the Special Meeting, nine (9) directors are to be elected to serve for a
term to commence on the date of this meeting and continue until their successors
shall have been duly appointed or elected. The
2
<PAGE>
table below shows the nominees for election to the Board, all of whom, other
than Kenneth Kay, currently serve as directors of the Fund. The nominees for
election to the Board of the Fund are also nominees for election to the Boards
of FBL Money Market Fund, Inc. and FBL Variable Insurance Series Fund (the three
funds collectively referred to as the "Farm Bureau Funds"), and all the
nominees, other than Kenneth Kay, currently serve as directors/trustees of the
Farm Bureau Funds. The affirmative vote of a majority of the shares present and
entitled to vote will be required to elect the directors. The Board of Directors
approved the nominees at a meeting held on August 15, 1996.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each nominee has agreed to serve as a director of
the Fund if elected; however, should any nominee become unwilling or unable to
accept election, the proxies for the Fund will be voted for one or more
substitute nominees designated by the Fund's present Board of Directors.
The following lists each nominee for director and his or her age, principal
occupation and other business affiliations and the year in which each nominee
was first elected or appointed a director of the Fund; and the table below the
listing shows the number of shares of each Portfolio of the Fund that each
nominee beneficially owned as of July 31, 1996.
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AND AGE DIRECTOR PRINCIPAL OCCUPATION
- --------------------------------------- ----------- ----------------------------------------------------------
<S> <C> <C>
*Edward M. Wiederstein (48) 1996 Farmer; Chairman, FBL Financial Group, Inc.; President and
Director, Iowa Farm Bureau Federation, Farm Bureau Life
Insurance Company, Universal Assurors Life Insurance
Company, FBL Insurance Brokerage, Inc., Farm Bureau
Mutual Insurance Company, Utah Farm Bureau Insurance
Company, FBL Financial Services, Inc., BIC, Inc. and Farm
Bureau Agricultural Business Corporation; Director,
Western Farm Bureau Management Corporation, Western Farm
Bureau Life Insurance Company, Western Agricultural
Insurance Company, American Agricultural Insurance
Company and Multi-Pig Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AND AGE DIRECTOR PRINCIPAL OCCUPATION
- --------------------------------------- ----------- ----------------------------------------------------------
<S> <C> <C>
*Richard D. Harris (52) 1996 Senior Vice President and Secretary-Treasurer, FBL
Financial Group, Inc., Western Farm Bureau Life Insurance
Company, Farm Bureau Life Insurance Company, Universal
Assurors Life Insurance Company, Farm Bureau Mutual
Insurance Company, Utah Farm Bureau Insurance Company,
FBL Financial Services, Inc. and FBL Insurance Brokerage,
Inc.; Executive Director and Secretary-Treasurer, Iowa
Farm Bureau Federation; Senior Vice President and
Assistant Secretary-Treasurer, South Dakota Farm Bureau
Mutual Insurance Company; Vice President and Treasurer,
Farm Bureau Management Corporation; Former Director,
Public Policy Division, Iowa Farm Bureau Federation;
Director, Iowa FFA Foundation and Iowa Make-A-Wish
Foundation.
*Stephen M. Morain (50) 1982 General Counsel and Assistant Secretary, Iowa Farm Bureau
Federation; General Counsel, Secretary and Director, Farm
Bureau Management Corporation; Senior Vice President and
General Counsel, FBL Financial Group, Inc., Farm Bureau
Life Insurance Company, Universal Assurors Life Insurance
Company, Farm Bureau Mutual Insurance Company, Utah Farm
Bureau Insurance Company, FBL Financial Services, Inc.,
FBL Insurance Brokerage, Inc. and South Dakota Farm
Bureau Mutual Insurance Company; Senior Vice President,
General Counsel and Director, FBL Investment Advisory
Services, Inc. and FBL Marketing Services, Inc.; Vice
President and General Counsel, Western Farm Bureau Life
Insurance Company; Director, Computer Aided Design
Software, Inc. and Iowa Business Development Finance
Corporation; Chairman, Edge Technologies, Inc.
Donald G. Bartling (69) 1980 Farmer; Partner, Bartling Brothers Partnership (farming
business); Director, Papio Missouri River Natural
Resources District.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AND AGE DIRECTOR PRINCIPAL OCCUPATION
- --------------------------------------- ----------- ----------------------------------------------------------
<S> <C> <C>
*John R. Graham (51) 1985 Executive Vice President, Kansas Farm Bureau, Kansas Farm
Bureau Services, Kansas Agricultural Marketing
Association, FB Services Insurance Agency, Kansas Farm
Bureau Life Insurance Company, The Farm Bureau Mutual
Insurance Company, Inc., Kansas Farm Bureau Reinsurance
Company, Inc. and KFB Insurance Company, Inc.; Chairman,
Chief Executive Officer and Director, FB Capital
Management, Inc. of Kansas; Director, National
Association of Independent Insurers, Didde Corporation,
and Farm Bureau Mutual Insurance Agency of Kansas;
Partner, Arthur-Graham Rental Properties, CM Brass and
G&H Real Estate Investments; Trustee, Master Teacher
Employee Benefit Pension Trust.
Erwin H. Johnson (53) 1989 Farmer; Owner and Manager, Center View Farms Co.;
Director, First Security Bank and Trust Co., Charles
City, Iowa; Farm Associate, Iowa State University
Cooperative Extension Service; Voting Delegate, former
President and Director, Floyd County Farm Bureau;
Financial and Farm Management Consultant; Iowa State
University Overseas Projects.
Ann Jorgensen (55) 1988 Private Investor; Farm and Business Management; Partner,
Jorg-Anna Farms; President and Founder, Farm Home
Offices; Vice President, Timberlane Hogs Limited;
Director, Iowa Department of Economic Development;
Chairperson, Rural Development Council; Member, Iowa
Agriculture Products Advisory Council; Secretary, Iowa
Public Television Foundation, Iowa Freedom International
Foundation, Friends of the U.I.H.C.; Former Director and
Chairperson, Iowa's Alcoholic Beverage Control
Commission; Former Regent, State of Iowa Board of
Regents; Former Director, Iowa Public Television and
University of Iowa Hospitals and Clinics.
Curtis C. Pietz (65) 1986 Farmer; Director and Part Owner, Storden Seed and Chemical
Service, Inc.; Director, Minnesota Rural Finance
Authority; Former Program Evaluator, Minnesota Department
of Vocational Education; Former President, Jackson County
Farm Bureau; Former Chairman and Director, Southwest Farm
Management Association; Director, F.C.S.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A PRINCIPAL OCCUPATION
NAME AND AGE DIRECTOR --
- --------------------------------------- -----------
<S> <C> <C>
Kenneth Kay (53) Farmer; Salesman, Pioneer Seed Corn; Voting Delegate and
Vice President and former President, Cass County Farm
Bureau; Director, First Whitney Bank and Trust; Board
Member, Transportation Committee Chairman, Cass Atlantic
Development Corporation.
</TABLE>
SHARES BENEFICIALLY OWNED JULY 31, 1996
<TABLE>
<CAPTION>
GROWTH HIGH GRADE HIGH YIELD MONEY
COMMON STOCK BOND BOND MANAGED MARKET BLUE CHIP
NAME PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- -------------------------------- -------------- ------------- ------------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
*Edward M. Wiederstein
*Richard D. Harris 881.929 213.379 12.449
*Stephen M. Morain 3,779.839 346.733 93.395
Donald G. Bartling 1,895.011 491.171 3,243.629
*John R. Graham 2,440.592
Erwin H. Johnson 2,890.856
Ann Jorgensen 136.839
Curtis C. Pietz 3,955.655 176.580
Kenneth Kay
</TABLE>
- ------------------------------
* "Interested Person" of the Fund as defined in Section 2(a)(19) of the
Investment Company Act of 1940.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR.
The directors affiliated with the Adviser serve without any compensation
from the Fund. Each director who is not affiliated with the Adviser receives a
fee of $115 plus expenses for each directors' meeting attended.
The table below shows, for each director who is not affiliated with the
Adviser, the aggregate compensation paid by the Fund for its fiscal year ended
July 31, 1996. The second column of the table shows the total compensation
received by the directors for calendar year 1995 for services as a director of
the Fund and the other Farm Bureau Funds (FBL Money Market Fund, Inc. and FBL
Variable Insurance Series Fund).
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION FROM
COMPENSATION ALL FARM BUREAU
NAME OF DIRECTOR FROM THE FUND FUNDS (1)
- --------------------------- --------------- -----------------
<S> <C> <C>
Donald G. Bartling $ 460 $ 1,380
John R. Graham $ 460 $ 1,380
Erwin H. Johnson $ 345 $ 1,380
Ann Jorgensen $ 460 $ 1,380
Dale W. Nelson $ 460 $ 1,380
Curtis C. Pietz $ 460 $ 1,380
</TABLE>
- ------------------------------
(1) Directors do not receive pension or retirement benefits from the Funds.
The Fund's Board of Directors has an audit committee and a nominating
committee, both of which are composed of the Directors who are not "interested
persons." The audit committee of the Fund held two meetings during the fiscal
year ended July 31, 1996. The nominating committee, at a meeting held on August
15, 1996, proposed the nominees for election by the stockholders, and the
6
<PAGE>
Board of Directors, including the non-interested directors, concurred.
Stockholders wishing to submit the name of a candidate for consideration by the
Committee should submit their recommendations to the Secretary of the Fund.
The Fund's Board of Directors held four meetings during the fiscal year
ended July 31, 1996. During the last fiscal year, each director attended 75% or
more of the Fund's Board meetings, and the committee metings if a member
thereof, except that Mr. Johnson attended one of the two audit committee
meetings held.
The following table sets forth information as of August 15, 1996 with
respect to each executive officer of the Fund, other than executive officers who
are nominees for director and listed above. Officers of the Fund receive no
compensation from the Fund. The officers of the Fund hold office until their
successors are chosen and qualified. The Fund's officers are elected, generally
on an annual basis, by the Board of Directors.
On August 15, 1996 directors and executive officers of the Fund as a group
beneficially owned shares of common stock of the Portfolios as follows:
18,911.946 shares of Growth Common Stock, 491.171 shares of High Grade Bond,
735.382 shares of High Yield Bond, 4,898.051 shares of Managed, and 733.344
shares of Blue Chip. As of July 31, 1996, no person is known to the Fund to have
owned beneficially more than five percent of the shares of any Portfolio except
that Farm Bureau Life Insurance Company, 5400 University Avenue, West Des
Moines, Iowa 50266 owned 75,129 shares (10.27% of the outstanding common stock)
of the High Yield Bond Portfolio and 1,910,601.65 shares (75.13% of the
outstanding common stock) of the Money Market Portfolio.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES YEAR FIRST
NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION
- ----------------------- --- ----------------------------------- ----------- ----------------------------------
<S> <C> <C> <C> <C>
Thomas R. Gibson 52 Executive Vice President and 1987 Executive Vice President, General
General Manager Manager and Chief Executive
Officer, FBL Financial Group,
Inc.; Executive Vice President
and General Manager, Farm Bureau
Life Insurance Company, Universal
Assurors Life Insurance Company,
Western Farm Bureau Life
Insurance Company, Farm Bureau
Mutual Insurance Company, Utah
Farm Bureau Insurance Company,
FBL Insurance Brokerage, Inc.,
FBL Financial Services, Inc., and
South Dakota Farm Bureau Mutual
Insurance Company; Executive Vice
President, General Manager and
Director, FBL Investment Advisory
Services, Inc. and FBL Marketing
Services, Inc.
Timothy J. Hoffman 46 Vice President, Chief Marketing 1987 Vice President, Chief Marketing
Officer Officer, FBL Financial Group,
Inc., Farm Bureau Life Insurance
Company, Universal Assurors Life
Insurance Company, Western Farm
Bureau Life Insurance Company,
Farm Bureau Mutual Insurance
Company, Utah Farm Bureau
Insurance Company, FBL Financial
Services, Inc., South Dakota Farm
Bureau Mutual Insurance Company
and FBL Insurance Brokerage,
Inc.;
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES YEAR FIRST
NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION
- ----------------------- --- ----------------------------------- ----------- ----------------------------------
<S> <C> <C> <C> <C>
President and Director, FBL
Marketing Services, Inc. and FBL
Educational Services, Inc.; Vice
President, Chief Marketing
Officer and Director, FBL
Investment Advisory Services,
Inc.
William J. Oddy 52 Vice President, Chief Operating 1981 Vice President, Chief Operating
Officer and Assistant General Officer and Assistant General
Manager Manager, FBL Financial Group,
Inc., Farm Bureau Life Insurance
Company, Universal Assurors Life
Insurance Company, Western Farm
Bureau Life Insurance Company,
FBL Insurance Brokerage, Inc.,
Utah Farm Bureau Insurance
Company, Farm Bureau Mutual
Insurance Company, South Dakota
Farm Bureau Mutual Insurance
Company and FBL Financial
Services, Inc.; President,
Treasurer and Director,
Communications Providers, Inc.;
Vice President, Chief Operating
Officer, Assistant General
Manager and Director, FBL
Investment Advisory Services,
Inc. and FBL Marketing Services,
Inc.; President and Director, FBL
Real Estate Ventures, Ltd. and
RIK, Inc.
Richard D. Warming 63 Vice President, Chief Investment 1987 Vice President, Chief Investment
Officer Officer and Assistant Treasurer,
FBL Financial Group, Inc., Farm
Bureau Life Insurance Company,
Universal Assurors Life Insurance
Company, Western Farm Bureau Life
Insurance Company, FBL Insurance
Brokerage, Inc., Utah Farm Bureau
Insurance Company, FBL Financial
Services, Inc., Farm Bureau
Mutual Insurance Company and
South Dakota Farm Bureau Mutual
Insurance Company; President and
Director, FBL Leasing Services,
Inc. and FBL Investment Advisory
Services, Inc.; Vice President,
Chief Investment Officer and
Director, FBL Marketing Services,
Inc.; Vice President, Secretary
and Director, RIK, Inc; Secretary
and Director, FBL Real Estate
Ventures, Ltd.
James W. Noyce 40 Vice President, Chief Financial 1996 Vice President, Chief Financial
Officer Officer, FBL Financial Group,
Inc., Farm Bureau Life Insurance
Company, Universal Assurors Life
Insurance Company,
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES YEAR FIRST
NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION
- ----------------------- --- ----------------------------------- ----------- ----------------------------------
<S> <C> <C> <C> <C>
Western Farm Bureau Life
Insurance Company, Farm Bureau
Mutual Insurance Company, Utah
Farm Bureau Insurance Company,
FBL Insurance Brokerage, Inc.,
FBL Financial Services, Inc. and
South Dakota Farm Bureau Mutual
Insurance Company; Vice
President, Treasurer and
Director; FBL Leasing Services,
Inc. and RIK, Inc.; Vice
President, Chief Financial
Officer, Treasurer and Director,
FBL Investment Advisory Services,
Inc. and FBL Marketing Services,
Inc.; Treasurer and Director, FBL
Real Estate Ventures, Ltd.
Dennis M. Marker 45 Investment Vice President, 1982 Investment Vice President,
Administration and Assistant Administration, FBL Financial
Secretary Group, Inc., Farm Bureau Life
Insurance Company, Universal
Assurors Life Insurance Company,
Western Farm Bureau Life
Insurance Company, FBL Insurance
Brokerage, Inc., Farm Bureau
Mutual Insurance Company, Utah
Farm Bureau Insurance Company and
South Dakota Farm Bureau Mutual
Insurance Company; Vice President
and Director, FBL Leasing
Services, Inc.; Investment Vice
President, Administration,
Secretary and Director, FBL
Investment Advisory Services,
Inc. and FBL Marketing Services,
Inc.
Sue A. Cornick 35 Market Conduct and Mutual Funds 1990 Market Conduct and Mutual Funds
Vice President and Assistant Vice President and Assistant
Secretary Secretary, FBL Investment
Advisory Services, Inc. and FBL
Marketing Services, Inc.
Kristi Rojohn 33 Assistant Secretary 1990 Senior Compliance Assistant and
Assistant Secretary, FBL
Investment Advisory Services,
Inc. and FBL Marketing Services,
Inc.
Elaine A. Followwill 26 Assistant Secretary 1995 Compliance Assistant and Assistant
Secretary, FBL Investment
Advisory Services, Inc. and FBL
Marketing Services, Inc.
</TABLE>
2.(A) AND (B)
AMENDMENT OF INVESTMENT OBJECTIVE AND POLICIES (GROWTH COMMON
STOCK PORTFOLIO ONLY)
Currently, the Growth Common Stock Portfolio (to be renamed the Value Growth
Portfolio) pursues its primary investment objective of long-term capital
appreciation by "investing primarily in
9
<PAGE>
growth common stocks and securities convertible or exchangeable into growth
common stocks, including warrants and rights." The Portfolio may also invest in
companies in cyclical industries during periods when the common stock of such
companies appears to the Fund's investment adviser to have good potential for
capital appreciation. Its secondary investment objective presently is current
income. On August 15, 1996, the Fund's Board of Directors approved, subject to
approval by the Portfolio's stockholders, the Adviser's recommendation to delete
the secondary investment objective of current income and to amend the
fundamental investment policies for pursuing the Portfolio's investment
objective of long-term capital appreciation to: "investing primarily in equity
securities of companies that the Adviser believes have a potential to earn a
high return on capital and/or in equity securities that the Adviser believes are
undervalued in the market place. Such equity securities may include common
stock, preferred stock and securities convertible or exchangeable into common
stock." In connection with the Board approving the revised investment policies,
the Board also approved a change in the name of the Portfolio to the Value
Growth Portfolio in order to more accurately reflect the investment objective
and policies of the Portfolio as amended. Further, in conjunction with the
Board's approval of the amendment to the Portfolio's fundamental investment
policies, it also approved amendments to the Portfolio's non-fundamental
policies, including that the Portfolio may invest in "special situation"
companies. (Non-fundamental policies may be changed by the Board without
approval of the shareholders.) A "special situation" company is one that, in the
opinion of the Fund's investment adviser, has the potential for significant
future earnings growth but has not performed well in the recent past. These
situations may include companies having a management turn-around, corporate or
asset restructuring or significantly undervalued assets. Such investments may,
in some instances, involve greater risk and volatility than is customarily
associated with companies with established records of growth in sales or
earnings or companies with promising new products, services or processes.
The Adviser's emphasis on fundamental analysis of each company's prospects
and the inherent value of its securities may result, under the approved
amendments to the Portfolio's non-fundamental policies, in a portion of the
Portfolio being invested in medium- or smaller-sized companies or in companies
perceived to be unpopular or not so readily identifiable as are larger,
better-known companies. The Adviser believes that opportunities can be found at
all size levels and, therefore, the Portfolio may invest in companies of all
sizes.
The Adviser believes that eliminating the Portfolio's secondary objective of
current income is appropriate. Many investments that offer the potential for
capital appreciation provide little, if any, current income. By eliminating
income as a secondary objective, the Adviser would be able to concentrate
without limitation on seeking value in the market and on the objective of
long-term appreciation of capital. The Adviser believes that this will enable
the Portfolio to achieve a greater total return (capital appreciation plus
income), but no such result can be assured.
The Adviser also believes that it would be beneficial for the Portfolio to
have more latitude to deal with today's complex markets, and believes that the
flexibility to seek value in changing markets is in the best interest of the
stockholders. The Adviser's strategy for the Portfolio will continue to be based
upon a value-oriented analysis of common stocks, and the Adviser will maintain
the flexibility to purchase equity securities such as preferred stocks and
securities convertible or exchangeable into common stock.
Approval of the amendment to the Portfolio's investment objective and
policies requires the affirmative vote of a "majority of the outstanding voting
securities" of the Portfolio. The term "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the Portfolio
means the affirmative vote of the lesser of (1) 67% of the voting securities of
the Portfolio present at the meeting if more than 50% of the outstanding shares
of the Portfolio are present in person or by proxy; or (2) more than 50% of the
outstanding voting securities of the Portfolio. If the stockholders of the
Portfolio do not approve eliminating the Portfolio's secondary investment
objective of current income or amending the statement of fundamental investment
policies, the Portfolio will continue operations as if the proposal was not
presented.
10
<PAGE>
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT TO THE PORTFOLIO'S INVESTMENT OBJECTIVE AND TO ITS
FUNDAMENTAL INVESTMENT POLICIES FOR PURSUING THE PORTFOLIO'S INVESTMENT
OBJECTIVE OF LONG-TERM CAPITAL APPRECIATION.
3. AMENDMENT TO PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICY PERMITTING
INVESTMENT OF UP TO 25% OF NET ASSETS IN FOREIGN EQUITY OR DEBT SECURITIES
TRADED ON U.S. EXCHANGES AND PAYABLE IN U.S. DOLLARS (GROWTH COMMON STOCK
AND MANAGED PORTFOLIOS ONLY)
Currently, the fundamental policies of the Growth Common Stock and the
Managed Portfolios each provide that the Portfolio may not invest in foreign
securities except for foreign equity securities traded on U.S. exchanges and
payable in U.S. dollars, and in no event in excess of 25% of the respective
Portfolio's net assets. On August 15, 1996, the Fund's Board of Directors
approved, subject to approval by the stockholders of each of these Portfolios,
the Adviser's recommendation to amend the fundamental policies of the Growth
Common Stock Portfolio and the Managed Portfolio to expand the types of
permissible foreign investments to include debt securities. The total percentage
limitation would remain unchanged. Under the amended policy each Portfolio would
be permitted to invest no more than 25% of its net assets in foreign equity and
debt securities traded on U.S. exchanges and payable in U.S. dollars.
Investments in foreign securities can provide a Portfolio with more
opportunities for attractive returns, but they may also involve some special
risks such as exposure to potentially adverse local political and economic
developments; nationalization and exchange controls; potentially lower liquidity
and higher volatility; and possible problems arising from accounting,
disclosure, settlement, and regulatory practices that differ from U.S.
standards. Fluctuations in exchange rates may affect the earning power and asset
value of the foreign entity issuing the security and can either increase or
decrease the investment's value. Dividend and interest payments may be
repatriated based upon the exchange rate at the time of disbursement or payment,
and restrictions on capital flows may be imposed. The characteristics of the
securities in the Portfolios, such as the maturity and the type of issuer, will
affect yields and yield differentials, which vary over time.
The Adviser believes that, since the overall exposure to foreign securities
is not being increased, the risk level will not be altered materially. Also, the
Adviser believes that investing in foreign debt securities, with a focus upon
convertible debt securities, may be safer than investing in the underlying
common stock because it is senior to the common stock in the capital structure.
Investments in convertible securities may provide more income and downside
protection than investments in the common stock.
Approval of the amendment to the fundamental investment policies of the
Growth Common Stock and Managed Portfolios requires the affirmative vote of the
holders of a "majority of the outstanding voting securities" of each Portfolio,
as defined above. If the stockholders of a Portfolio do not approve the
amendment to the fundamental investment policy, the Portfolio will continue
operations as if the proposal was not presented.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICY OF THE GROWTH
COMMON STOCK AND MANAGED PORTFOLIOS.
4. AMENDMENT TO PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICY PERMITTING
INVESTMENT OF UP TO 25% OF NET ASSETS IN FOREIGN DEBT SECURITIES TRADED ON U.S.
EXCHANGES AND PAYABLE IN U.S. DOLLARS (HIGH GRADE BOND AND HIGH YIELD BOND
PORTFOLIOS ONLY)
Currently, the fundamental policies of the High Grade Bond and the High
Yield Bond Portfolios provide that each Portfolio may not invest in foreign
securities except for foreign equity securities traded on U.S. exchanges and
payable in U.S. dollars and in no event in excess of 25% of the respective
Portfolio's net assets. On August 15, 1996, the Fund's Board of Directors
approved, subject to approval by the stockholders of each of these Portfolios,
the Adviser's recommendation to amend the
11
<PAGE>
fundamental policies of the High Grade Bond Portfolio and the High Yield Bond
Portfolio with respect to foreign securities investments; the percentage
limitation would remain unchanged. Under the amended policy, each Portfolio
would be permitted to invest no more than 25% of its net assets in foreign debt
securities traded on U.S. exchanges and payable in U.S. dollars; and its ability
to invest in foreign equity securities would be eliminated. The debt securities
in which the High Grade Bond Portfolio will invest will be primarily debt
securities that are rated within the three highest grades assigned by Moody's
Investors Service, Inc. (Aaa, Aa, A) or Standard & Poor's Corporation (AAA, AA,
or A); or are unrated but are of comparable quality in the opinion of the
Adviser. The Portfolio may invest up to 20% of its net assets in foreign debt
securities rated as low as the second rating category below the three highest
grades of Moody's or Standard & Poor's as described above, i.e., Ba for Moody's
and BB for Standard & Poor's. To the extent that the Portfolio does invest in
foreign debt securities that are rated lower than A by Moody's or Standard &
Poor's (or are unrated but deemed equivalent in quality to such securities), the
Portfolio will be subject to relatively greater risk of loss of income and
principal.
The debt securities in which the High Yield Bond Portfolio will invest will
be primarily debt securities rated in the lowest categories of established
rating services (Ba or lower by Moody's and BB or lower by Standard & Poor's),
or in unrated securities of comparable quality. Such securities are commonly
known as "junk bonds." Although the Portfolio invests primarily in lower-rated
securities, it will not invest in the lowest rating categories (Ca for Moody's
and CC for Standard & Poor's), or in unrated securities of comparable quality,
unless the Adviser believes that the financial condition of the issuer or the
protection afforded to the particular securities is stronger than would
otherwise be indicated by such low ratings.
A discussion of investments in foreign securities, including certain risks,
is included in Section 3 immediately above.
The Adviser believes that the ability to invest in foreign debt securities
will provide the opportunity to increase potential returns to the Portfolios.
Certain foreign debt securities have often provided higher investment returns
than U.S. debt securities. Returns to U.S. owners of foreign debt securities
reflect prevailing interest rates in the foreign countries and, also, the effect
of gains and losses in the U.S. dollar value of the denominated currencies,
which can be substantial. Year to year fluctuations in some markets have been
significant, and negative returns have been experienced. However, the
flexibility to invest in foreign debt securities can reduce risk, because
different world markets, at a given time, have often performed in radically
different ways.
Approval of the amendment to the fundamental investment policies of the High
Grade Bond and High Yield Bond Portfolios requires the affirmative vote of the
holders of a "majority of the outstanding voting securities" of each Portfolio,
as described above. If the stockholders of a Portfolio do not approve the
amendment to the fundamental investment policy, the Portfolio will continue
operating as if the proposal was not presented.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE APPROVAL OF THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICY OF THE
HIGH GRADE BOND AND HIGH YIELD BOND PORTFOLIOS.
5. AMENDMENT TO PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICY REDUCING ITS
"DIVERSIFICATION" REQUIREMENT TO 75% OF THE PORTFOLIO'S ASSETS FROM 100% (GROWTH
COMMON STOCK, MANAGED, HIGH GRADE BOND AND HIGH YIELD BOND PORTFOLIOS ONLY)
The fundamental policies of the Growth Common Stock, Managed, High Grade
Bond and High Yield Bond Portfolios provide that each Portfolio may not purchase
securities of any issuer, other than U.S. Government securities or government
agency securities, if, as a result, more than 5% of the value of the Portfolio's
assets (taken at value) would be invested in securities of that issuer. On
August 15, 1996, the Fund's Board of Directors approved, subject to approval by
the shareholders of each of these Portfolios, the Adviser's recommendation to
amend their fundamental policies so that the above
12
<PAGE>
described "diversification" requirement shall be applicable only to 75% of the
Portfolio's assets, instead of 100%. This would permit each Portfolio to invest
up to 25% of its assets in one or more issuers without regard to the 5%
restriction (as is currently the case for the Blue Chip Portfolio). To the
extent that a Portfolio became less diversified, it would invest a greater
proportion of its assets in the securities of a smaller number of issuers, and
be subject to greater risks of loss and opportunities for gain, as a result of
changes in the financial condition or the market's assessment of the issues. The
Adviser believes that the change will provide the opportunity for enhanced
returns while maintaining a reasonable level of diversification.
Approval of the amendment to the fundamental investment policies of each
Portfolio requires the affirmative vote of the holders of a "majority of the
outstanding voting securities" of each Portfolio, as described above. If the
stockholders of a Portfolio do not approve the amendment to the fundamental
investment policy, the Portfolio will continue operating as if the proposal was
not presented.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICIES OF THE
GROWTH COMMON STOCK, MANAGED, HIGH GRADE BOND AND HIGH YIELD BOND PORTFOLIOS.
6. AMENDMENT TO ELIMINATE THE PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICY
LIMITING INVESTMENTS IN RESTRICTED AND ILLIQUID SECURITIES (IN FAVOR OF A
NON-FUNDAMENTAL POLICY ON SUCH INVESTMENTS) (GROWTH COMMON STOCK, MANAGED,
HIGH GRADE BOND AND HIGH YIELD BOND PORTFOLIOS ONLY)
Currently, the fundamental investment policies of the Growth Common Stock,
Managed, High Grade Bond and High Yield Bond Portfolios provide that each
Portfolio may not "invest more than 10% of the value of its total assets in
securities which are subject to legal or contractual restrictions on resale, or
are not readily marketable (and further, that) no Portfolio has made, or has a
present intention of making, any such investments." On August 15, 1996, the
Fund's Board of Directors approved, subject to approval by the stockholders of
each Portfolio, the Adviser's recommendation to eliminate the restriction as a
fundamental investment policy. In connection with approving the amendment to the
Portfolios' fundamental investment policies, the Board also approved amendments
to the Portfolios' non-fundamental policies so that each "may not invest more
than 15% (instead of 10%) of its net assets in illiquid securities." The Adviser
believes that, with the overall limitation of no more than 15% of net assets in
illiquid securities, appropriate limitations are retained on the percentage of
assets that can be held in restricted securities. Unlike a fundamental
investment policy, a non-fundamental policy may be changed by the Fund's Board
of Directors without approval of the shareholders. Therefore, if the
shareholders approve this proposed amendment, any future changes in investment
policy concerning restricted or illiquid securities would be in the discretion
of the Fund's Board.
Approval of the amendment to the fundamental investment policies of each
Portfolio requires the affirmative vote of the holders of a "majority of the
outstanding voting securities" of each Portfolio, as described above. If the
stockholders of a Portfolio do not approve the amendment to the fundamental
investment policy, the Portfolio will continue operating as if the proposal was
not presented.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR APPROVAL OF THE AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICIES OF THE
GROWTH COMMON STOCK, MANAGED, HIGH GRADE BOND, AND HIGH YIELD BOND PORTFOLIOS.
7. SELECTION OF INDEPENDENT AUDITORS
The members of the Fund's Board of Directors who are not "interested
persons" of the Fund have unanimously selected Ernst & Young LLP, independent
public accountants, as independent auditors, to audit the books and records of
the Fund for the fiscal year ending July 31, 1997. Ernst & Young LLP has served
the Fund in this capacity since 1987 and has no direct or indirect financial
interest in the Fund except as independent auditors. The selection of Ernst &
Young LLP as independent auditors of each Portfolio is being submitted to the
stockholders for ratification, which requires the affirmative
13
<PAGE>
vote of a majority of the shares of the Fund present and entitled to vote on the
matter. A representative of Ernst & Young LLP is expected to be present at the
Special Meeting and will be available to respond to any appropriate questions
and to make a statement if he or she wishes.
THE FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
STOCKHOLDER PROPOSALS
Since the Fund does not hold regular meetings of its stockholders, the date
of the next special stockholder meeting cannot be anticipated. Any stockholder
who wishes to submit a proposal for consideration at the next meeting of
stockholders, when and if it is called, should submit such proposal to the Fund.
GENERAL
Management does not intend to present and does not have reason to believe
that any other items of business will be presented at the Fund's Special
Meeting. However, if other matters are properly presented to the Special Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the person acting under the proxies.
Failure of a quorum to be present at the Special Meeting will necessitate
adjournment and will subject the Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of the Special Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the stockholders.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Edward M. Wiederstein
PRESIDENT
14
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 2a, 2b, 3, 5, 6 AND 7. THE PROXY
WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER
MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
2a) Approval of amendment to the Portfolio's / / / / / /
investment objective to eliminate the
secondary investment objective of current
income.
2b) Approval of amendment to the fundamental / / / / / /
investment policies for pursuing the
Portfolio's investment objective of
long-term capital appreciation.
3.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy permitting
investment of up to 25% of net assets in
foreign equity or debt securities traded on
U.S. exchanges and payable in U.S. dollars.
For Against Abstain
5.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy reducing its
"diversification" requirement to 75% of the
Portfolio's assets from 100%.
6.) Approval of an amendment to eliminate the / / / / / /
Portfolio's fundamental investment policy
limiting investments in restricted and
illiquid securities (in favor of a non-
fundamental investment policy on such
investments).
7.) Ratification of selection of auditors. / / / / / /
RECORD DATE SHARES:
GROWTH COMMON STOCK PORTFOLIO
Please be sure to sign and date this Proxy.
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 4, 5, 6 AND 7. THE PROXY WILL
BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
4.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy permitting
investment of up to 25% of net assets in
foreign debt securities tranded on U.S.
exchanges and payable in U.S. dollars.
For Against Abstain
5.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy reducing its
"diversification" requirement to 75% of the
Portfolio's assets from 100%.
For Against Abstain
6.) Approval of an amendment to eliminate the / / / / / /
Portfolio's fundamental investment policy
limiting investments in restricted and
illiquid securities (in favor of a non-
fundamental investment policy on such
investments).
For Against Abstain
7.) Ratification of selection of auditors. / / / / / /
Please be sure to sign and date this Proxy.
RECORD DATE SHARES:
HIGH GRADE BOND PORTFOLIO
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 4, 5, 6 AND 7. THE PROXY WILL
BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
4.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy permitting up
to 25% of net assets in foreign debt
securities traded on U.S. exchanges and
payable in U.S. dollars.
For Against Abstain
5.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy reducing its
"diversification" requirement to 75% of the
Portfolio's assets from 100%.
For Against Abstain
6.) Approval of an amendment to eliminate the / / / / / /
Portfolio's fundamental investment policy
limiting investments in restricted and
illiquid securities (in favor of a non-
fundamental investment policy on such
investments).
For Against Abstain
7.) Ratification of selection of auditors. / / / / / /
RECORD DATE SHARES:
HIGH YIELD BOND PORTFOLIO
Please be sure to sign and date this Proxy.
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
f
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 3, 5, 6 AND 7. THE PROXY WILL
BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
3.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy permitting
investment of up to 25% of net assets in
foreign equity or debt securities traded on
U.S. exchanges and payable in U.S. dollars.
For Against Abstain
5.) Approval of an amendment to the Portfolio's / / / / / /
fundamental investment policy reducing its
"diversification" requirement to 75% of the
Portfolio's assets from 100%.
For Against Abstain
6.) Approval of an amendment to eliminate the / / / / / /
Portfolio's fundamental investment policy
limiting investments in restricted and
illiquid securities (in favor of a non-
fundamental investment policy on such
investments).
For Against Abstain
7.) Ratification of selection of auditors. / / / / / /
RECORD DATE SHARES:
MANAGED PORTFOLIO
Please be sure to sign and date this Proxy.
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEM 7. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
7.) Ratification of selection of auditors. / / / / / /
RECORD DATE SHARES:
MONEY MARKET PORTFOLIO
Please be sure to sign and date this Proxy.
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
FBL SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS, NOVEMBER 7, 1996
The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and
Stephen M. Morain, and each of them, proxies with several powers of
substitution, to vote for the undersigned at the 1996 Special Meeting of
Shareholders of FBL SERIES FUND, INC., to be held on November 7, 1996, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL
BE VOTED "FOR" THE NOMINEES AND "FOR" ITEM 7. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her
title.
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
For Withhold For All Except
1.) Election of Directors. / / / / / /
EDWARD M. WIEDERSTEIN, RICHARD D. HARRIS,
STEPHEN M. MORAIN, DONALD G. BARTLING, JOHN R. GRAHAM,
ERWIN H. JOHNSON, ANN JORGENSEN, CURTIS C. PIETZ
AND KENNETH KAY
If you do not wish your shares voted for a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name.
For Against Abstain
7.) Ratification of selection of auditors. / / / / / /
RECORD DATE SHARES:
BLUE CHIP PORTFOLIO
Please be sure to sign and date this Proxy.
Date
________________________________
______________________________________________________________________________
Stockholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
DETACH CARD DETACH CARD
