SECURITY FUNDS PROSPECTUS SUPPLEMENT
================================================================================
SECURITY GROWTH AND INCOME FUND
SECURITY EQUITY FUND
SECURITY ULTRA FUND
MEMBERS OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001
SUPPLEMENT DATED DECEMBER 8, 2000,
TO PROSPECTUS DATED MAY 1, 2000, AS SUPPLEMENTED JULY 26, 2000
THE INVESTMENT MANAGER HAS ENGAGED THE DREYFUS CORPORATION TO PROVIDE INVESTMENT
ADVISORY SERVICES TO GROWTH AND INCOME FUND, EFFECTIVE JANUARY 2, 2001. THE
PROSPECTUS IS AMENDED TO REFLECT THIS CHANGE AND THE APPOINTMENT OF A NEW
CO-MANAGER FOR SMALL CAP GROWTH FUND. THE SECTION, "FUNDS' PRINCIPAL INVESTMENT
STRATEGIES - SECURITY GROWTH AND INCOME FUND," IS DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING.
SECURITY GROWTH AND INCOME FUND -- The Fund pursues its objective by investing,
under normal circumstances, at least 65% of its total assets in
large-capitalization value companies (those whose total market value is $5
billion or greater at the time of purchase). The Fund's stock investments may
include common stocks, preferred stocks and convertible securities of both U.S.
and U.S. dollar-denominated foreign issuers. The Fund also may invest in
fixed-income securities, which are less volatile than stocks, to adjust the risk
characteristics of the portfolio. Fixed-income securities and equity securities
that provide income will make up at least 25% of the Fund's portfolio.
--------------------------------------------------------------------------------
VALUE-ORIENTED STOCKS are stocks of companies that are believed to be
undervalued in terms of price or other financial measurements and that are
believed to have above average growth potential.
--------------------------------------------------------------------------------
In choosing stocks, the Sub-Adviser, The Dreyfus Corporation, looks for value
companies. The Sub-Adviser uses proprietary computer models to identify stocks
that appear favorably priced and that may benefit from the current market and
economic environment. The Sub-Adviser then reviews these stocks for factors that
could signal a rise in price, such as:
o New products or markets
o Opportunities for greater market share
o More effective management
o Positive changes in corporate structure or market perception
The Fund may invest a portion of its assets in options and futures contracts. It
may also sell short, which involves selling a security it does not own in
anticipation of a decline in the market price of the security. When employed,
these practices are used primarily to hedge the Fund's portfolio but may be used
to increase returns.
The Fund typically sells a stock when it is no longer considered a value
company, appears less likely to benefit from the current market and economic
environment, shows deteriorating fundamentals or falls short of the
Sub-Adviser's expectations.
Under adverse market conditions, the Fund could invest some or all of its assets
in cash, government bonds or money market securities. Although the Fund would do
this only in seeking to avoid losses, the Fund may be unable to pursue its
investment objective during that time, and it could reduce the benefit from any
upswing in the market.
THIS PROSPECTUS IS FURTHER AMENDED BY ADDING THE FOLLOWING PARAGRAPH TO THE
SECTION, "INVESTMENT MANAGER."
The Investment Manager has engaged The Dreyfus Corporation, 200 Park Avenue, New
York, New York 10166, to provide investment advisory services to Growth and
Income Fund, effective, January 2, 2001. Founded in 1947, The Dreyfus
Corporation manages more than $127 billion in over 160 mutual fund portfolios.
THE PROSPECTUS IS AMENDED BY ADDING THE FOLLOWING PARAGRAPHS TO THE SECTION,
"PORTFOLIO MANAGERS."
TIMOTHY M. GHRISKEY, head of value equities for The Dreyfus Corporation, was
named the manager of Growth and Income Fund in January 2001. Mr. Ghriskey joined
Dreyfus in 1995. Prior to that date, he was with Loomis, Sayles & Company for
ten years as an associate managing partner and equity/balanced account portfolio
manager. Mr. Ghriskey is a graduate of Trinity College and received his M.B.A.
from the Darden School at the University of Virginia. He is a Chartered
Financial Analyst and a Chartered Investment Counselor.
BRANDON NELSON was named co-manager of the Small Cap Growth Fund in December
2000. Mr. Nelson has over four years of investment experience. He joined Strong
in 1996 after working as a summer intern on Mr. Ognar's team in 1995. He
received a M.S. degree in finance from the University of Wisconsin-Madison and
participated in the Applied Security Analysis Program. Mr. Nelson also earned a
B.B.A. degree in finance from the University of Wisconsin-Madison.
UNDER THE SECTION "PORTFOLIO MANAGERS," THE SUBSECTION "TERRY A. MILBERGER" IS
AMENDED BY DELETING THE REFERENCE TO MR. MILBERGER AS MANAGER OF GROWTH AND
INCOME FUND, EFFECTIVE JANUARY 2001.
