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PROSPECTUS
SUPPLEMENT
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SECURITY GROWTH AND INCOME FUND
SECURITY EQUITY FUND
* EQUITY SERIES SUPPLEMENT DATED SEPTEMBER 11, 1998
* GLOBAL SERIES TO PROSPECTUS DATED APRIL 1, 1998
* VALUE SERIES
* SMALL COMPANY SERIES
SECURITY ULTRA FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001
The following new section is added after the section "PORTFOLIO MANAGEMENT" on
page 23:
PROPOSED SUB-ADVISORY AGREEMENT FOR GLOBAL FUND
The Board of Directors of Security Equity Fund has approved a new
sub-advisory agreement between the Investment Manager and
OppenheimerFunds, Inc. ("Oppenheimer") pursuant to which Oppenheimer
would provide sub-advisory services to Global Fund. Lexington
Management Corporation currently provides sub-advisory services to the
Fund. For these services Lexington receives from the Investment
Manager an amount equal to 0.50 percent on an annual basis of the
average net assets of Global Fund, calculated daily and payable
monthly.
Oppenheimer is owned by Oppenheimer Acquisition Corp., a holding
company that is owned in part by senior officers of Oppenheimer and
controlled by Massachusetts Mutual Life Insurance Company. Oppenheimer
has been providing investment advice since 1959. In addition,
Oppenheimer and its subsidiaries currently manage investment companies
with assets of more than $95 billion, and more than 3.5 million
shareholder accounts.
The Board of Directors, including a majority of the disinterested
directors of Security Equity Fund, approved the agreement at a meeting
of the Board held on July 24, 1998. The stockholders will vote on
approval of the proposed sub-advisory agreement at a special meeting
of stockholders to be held October 28, 1998. If the stockholders
approve the new sub-advisory agreement, the existing sub-advisory
agreement with Lexington will terminate effective November 2, 1998,
and the proposed agreement will be in effect on that date. The terms
of the new sub-advisory agreement provide for the Investment Manager
(not the Fund) to pay Oppenheimer an annual fee equal to a percentage
of the average daily closing value of the combined net assets of
Global Fund and another series managed by the Investment Manager,
computed on a daily basis as follows: 0.35 percent of the combined
average daily net assets up to $300 million, plus 0.30 percent of such
assets over $300 million up to $750 million and 0.25 percent of such
assets over $750 million.
See "Management of the Funds" in the prospectus for more
information about the existing investment advisory agreement.
