<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Security Ultra Fund, 700 Harrison, Topeka, Kansas 66636-0001
2. Name of each series or class of funds for which this notice is filed:
Class A
3. Investment Company Act File Number: 811-1316
Securities Act File Number: 2-32791
4. Last day of fiscal year for which this notice is filed:
September 30, 1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None.
9. Number and aggregate sale price of securities sold during the fiscal
year:
13,881,834 $97,988,749
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
13,881,834 $97,988,749
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
164,781 $ 1,088,376
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INVESTMENT COMPANIES-FORMS
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 97,988,749
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$ 1,088,376
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-$105,077,941
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+$ 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see instruction C.6):
x 1/2900
(vii) Fee due [line (i) or (line (v) multiplied by line (vi)]:
$ 0.00
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a)
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Amy J. Lee
------------------------
Amy J. Lee, Secretary
Date November 22, 1995
*Please print the name and title of the signing officer below the signature.
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Security Ultra Fund, 700 Harrison, Topeka, Kansas 66636-0001
2. Name of each series or class of funds for which this notice is filed:
Class B
3. Investment Company Act File Number: 811-1316
Securities Act File Number: 2-32791
4. Last day of fiscal year for which this notice is filed:
September 30, 1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None.
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,427,321 $10,247,969
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,427,321 $10,247,969
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
4,328 $ 28,502
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 10,247,969
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$ 28,502
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-$ 6,799,714
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+$ 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 3,476,757
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see instruction C.6):
x 1/2900
(vii) Fee due [line (i) or (line (v) multiplied by line (vi)]:
Class B $ 1,198.88
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a)
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Amy J. Lee
----------------------
Amy J. Lee, Secretary
Date November 22, 1995
*Please print the name and title of the signing officer below the signature.
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[SECURITY BENEFIT GROUP LETTERHEAD]
Exhibit 1
November 22, 1995
Security Ultra Fund
700 Harrison Street
Topeka, KS 66636-0001
Dear Sir/Madam:
I refer to the Rule 24f-2 Notice for File No. 2-32791 of Security Ultra Fund, a
Kansas corporation, hereinafter referred to as the "Company," being filed with
the Securities and Exchange Commission for the purpose of reporting under the
Securities Act of 1933 the 15,309,155 shares of the $0.50 par value capital
stock of the Company sold during the fiscal year ended September 30, 1995.
I have examined the Articles of Incorporation and the bylaws of the Company,
minutes of the applicable meetings of the Board of Directors and stockholders
of the Company, and other corporate records, applicable certificates of public
officials, and other documents I have deemed relevant.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly organized, existing and in good standing under the
laws of the State of Kansas.
(2) The Company has authorization to sell 1,000,000,000 shares of capital
stock of the par value of $0.50 per share pursuant to an indefinite
registration of such shares made effective May 19, 1983.
(3) All necessary corporate actions have been taken to authorize the sale by
the Company, for the consideration set forth in the registration
statement, of the 15,309,155 shares (aggregate sale price of $108,236,718)
of capital stock of the Company, and, upon the sale by the Company of
those shares, they were duly issued, fully paid and nonassessable.
I hereby consent to the inclusion in said Rule 24f-2 Notice of my foregoing
opinion filed as Exhibit 1 thereto.
Very truly yours,
Amy J. Lee
AMY J. LEE
Associate Counsel
Security Benefit Life Insurance Company
