SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 SBL FUND (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] 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 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [_] 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:[SBG LOGO] The Security Benefit Group of Companies - -------------------------------------------------------------------------------- July 20, 2002 Dear Shareholder: I am writing to inform you of the upcoming special meeting of stockholders of SBL Fund to be held on Tuesday, August 20, 2002. At this meeting you are being asked to vote on an important proposal affecting your fund. We ask you to read the enclosed information carefully and vote your shares. Your vote is extremely important. The issue to be considered at the special meeting is: PROPOSAL NO. 1 - TO APPROVE A CHANGE IN THE SERIES Y (SELECT 25) OF THE FUND FROM A DIVERSIFIED TO A NON-DIVERSIFIED FUND. The stockholders of Select 25 Series are asked to approve a proposal that would allow Select 25 Series to be managed as a non-diversified fund. The Board of Directors of the fund has unanimously approved the proposal and recommends that you vote "FOR" it. To vote, simply complete, sign and send us the enclosed proxy card in the envelope provided. Alternatively, you may register your vote on the Internet at _______________. If you have any questions concerning the issue to be voted on or need assistance completing your proxy card, please contact us at 1-800-888-2461. We appreciate your consideration of this important proposal. Thank you for investing with the Security Funds. Sincerely, JAMES R. SCHMANK James R. Schmank President Security Management Company, LLC One Security Benefit Place * Topeka, Kansas 66636-0001 * (785) 438-3000 * www.securitybenefit.com NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF SBL FUND(R) - SERIES Y (SELECT 25) TO BE HELD AUGUST 20, 2002 ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001 TELEPHONE 1-800-888-2461 TO THE SHAREHOLDERS OF > SBL FUND Notice is hereby given that a special meeting of the shareholders of Series Y (the "Select 25 Fund") of SBL Fund, a Kansas corporation, will be held at the offices of SBL Fund, Security Benefit Group Building, One Security Benefit Place, Topeka, Kansas 66636, on August 20, 2002 at 9:30 a.m. local time ("Meeting"), for the following purposes: 1. To approve a proposal to change the Select 25 Fund from a diversified to a non-diversified fund. 2. To transact such other business as may properly come before the Meeting. The Board of Directors of the SBL Fund has fixed the close of business on June 24, 2002, as the record date for the determination of shareholders of the Select 25 Fund entitled to notice of and to vote at the Meeting. THERE IS ENCLOSED A PROXY FORM SOLICITED BY THE BOARD OF DIRECTORS OF SBL FUND. ANY FORM OF PROXY THAT IS EXECUTED AND RETURNED, NEVERTHELESS MAY BE REVOKED PRIOR TO ITS USE. ALL SUCH PROXIES PROPERLY EXECUTED AND RECEIVED IN TIME WILL BE VOTED AT THE MEETING. By order of the Board of Directors of SBL Fund, Topeka, Kansas AMY J. LEE July 20, 2002 Secretary - -------------------------------------------------------------------------------- IMPORTANT: SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT IN PERSON AT THE MEETING ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) TO THE SBL FUND, OR OTHERWISE VOTE THEIR SHARES, AS EARLY AS POSSIBLE. SBL FUND MEMBER OF THE SECURITY BENEFIT GROUP OF COMPANIES ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001 SPECIAL MEETING OF SHAREHOLDERS, AUGUST 20, 2002 PROXY STATEMENT JULY 20, 2002 The enclosed proxy is solicited by and on behalf of the Board of Directors of the SBL Fund. The Board of Directors is soliciting proxies from shareholders of the Select 25 Fund with respect to the proposals set forth in the accompanying notice. We expect to mail proxies to the Select 25 Fund's shareholders on or about July 20, 2002. Shareholders of the Select 25 Fund will vote separately from other Series of the SBL Fund with respect to Proposal No. 1. PROPOSAL NO. 1 APPROVAL OF CHANGE FROM DIVERSIFIED TO NON-DIVERSIFIED FUND Select 25 Fund seeks long-term growth of capital, which it provides by focusing its investments in a core position of 20-30 common stocks of growth companies, which have exhibited consistent above average earnings and/or revenue growth. Select 25 Fund currently is managed as a diversified fund as defined in the 1940 Act. This means that, with respect to 75% of its total assets, the Select 25 Fund will not invest more than 5% of its total assets in the securities of a single issuer or own more than 10% of the outstanding voting securities of a single issuer. At a meeting held May 3, 2002, the Board of Directors approved a recommendation by the Select 25 Fund's adviser, Security Management Company, LLC ("Security Management"), that the Fund be managed as a non-diversified fund. "Non-diversified" means that the proportion of the Select 25 Fund's assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. However, to meet federal tax requirements for qualification as a regulated investment company, a non-diversified management investment company may have: (1) no more than 25% of its total assets invested in the securities of any one issuer (other than U.S. government securities or shares of other regulated investment companies); and (2) with respect to 50% of its total assets, must not invest more than 5% of its total assets in the securities of a single issuer and must not own more than 10% of outstanding voting securities of a single issuer. Because the proposal constitutes a change to the fundamental investment policies of Select 25 Fund, shareholder approval is required for the change. - -------------------------------------------------------------------------------- SBL FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE ANNUAL REPORT CONTAINING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, TO A SHAREHOLDER UPON REQUEST. SUCH REQUESTS SHOULD BE DIRECTED TO THE SBL FUND, BY WRITING THE SBL FUND AT ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001, OR BY CALLING THE FUND'S TOLL-FREE TELEPHONE NUMBER 1-800-888-2461, EXTENSION 3127. Security Management has recommended the change to allow the Select 25 Fund to hold larger positions in a smaller number of securities than a diversified fund. While a non-diversified fund can be expected to be more volatile than a diversified fund, Security Management believes that the objective of the Select 25 Fund can best be served by taking larger positions in a smaller number of securities. An investment in a fund that is non-diversified potentially entails greater risk than an investment in a diversified fund. When a fund is non-diversified, there is a higher limit on the percentage of assets that can be invested in any single issuer. A higher percentage of investments among fewer issuers may result in greater volatility in the total market value and share price of the Select 25 Fund. In addition, a single security's increase or decrease in value may have a greater impact on the Select 25 Fund's net asset value and total return. THE BOARD OF DIRECTORS OF SBL FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO. 1. UNMARKED PROXIES WILL BE SO VOTED. OTHER MATTERS The Board of Directors of SBL Fund is not aware of any other matters to come before the Meeting other than those specified herein. If any other matters should come before the Meeting, it is intended that the persons named as proxies in the enclosed form(s) of proxy, or their substitutes, will vote the proxy in accordance with their best judgment on such matters. VOTING INFORMATION Each share of stock is entitled to one vote on Proposal No. 1. Only Select 25 Fund shareholders of record at the close of business on June 24, 2002 (the "Record Date") are entitled to vote at the Meeting. On that date, there were 5,187,054 outstanding shares of Select 25 Fund entitled to vote on the proposal. By investing in a variable annuity or variable life insurance policy issued by Security Benefit Life Insurance Company ("Security Benefit"), you indirectly purchased shares of the Select 25 Fund. Security Benefit owns shares of the Select 25 Fund for your benefit in the separate account funding your variable annuity or variable life insurance policy. Security Benefit will vote shares of the Select 25 Fund in accordance with voting instructions received from you and other owners of such variable annuity and variable life insurance policies. Shareholders have certain voting rights with respect to their beneficially owned shares, and Security Benefit, or its appointee, will vote the shares beneficially owned by each shareholder in accordance with the shareholder's instructions. The enclosed form of proxy is provided for this purpose. All shares for which shareholders do not provide voting instructions will be voted in the same proportion as those shares for which voting instructions have been received. As of the Record Date, there were no persons who owned beneficially more than 5% of the Select 25 Fund and there were no shares beneficially owned, either individually or as a group, by the Directors and the chief executive officer of the SBL Fund as of June 24, 2002 of the Select 25 Fund. You may vote in person at the Meeting, by telephone, by Internet, or by returning your completed proxy card in the postage-paid envelope provided. Details can be found on the enclosed proxy insert. Do not return your proxy card if you are voting by telephone or Internet. You may revoke your proxy by submitting another proxy or a notice of revocation of your proxy in proper form to the Secretary of the SBL Fund, or by voting the shares in person at the Meeting. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy. A second proxy form may be obtained from the Secretary of the SBL Fund. The presence, in person or by proxy, of more than 50% of the outstanding shares of the Select 25 Fund that are entitled to vote on a proposal will be sufficient to establish a quorum for the conduct of business at the Meeting. Shares held by shareholders present in person or represented by proxy at the Meeting will be counted both for the purpose of determining the presence of a quorum and for calculating the votes cast on the proposals before the Meeting. Shares represented by timely and properly executed proxies will be voted as specified. Executed proxies that are unmarked will be voted in favor of the proposals presented at the Meeting. If a proxy represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such a person has not received instructions from the beneficial owner or other person entitled to vote shares of the Select 25 Fund on a particular matter with respect to which the broker or nominee has discretionary power) or is marked with an abstention (collectively "abstentions"), the Select 25 Fund's shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions, however, will have the effect of a "no" vote for the purpose of obtaining requisite approval for the proposals described herein and any other proposal that may come before the Meeting. REQUIRED VOTE Proposal No. 1 must be approved by the vote of a "majority of outstanding voting securities," as defined in the 1940 Act, of the Select 25 Fund that are entitled to vote on the proposal, which requires the approval of the lesser of (a) 67% or more of the Select 25 Fund shares that are present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares of the Select 25 Fund that are entitled to vote are present in person or represented by proxy at the Meeting, or (b) more than 50% of all outstanding shares of the Select 25 Fund that are entitled to vote. PROXY SOLICITATION The Select 25 Fund will bear the cost of soliciting proxies. In addition to solicitations by mail, some of Security Management's officers and employees, without extra remuneration, may conduct additional solicitation by telephone, telegraph and personal interviews. SHAREHOLDER PROPOSALS SBL Fund is not required to hold regular annual meetings and, in order to minimize its costs, does not intend to hold annual meetings of shareholders unless so required by applicable law, regulation, regulatory policy or if otherwise deemed advisable by the Fund's management. Therefore it is not practicable to specify a date by which shareholder proposals must be received in order to be incorporated in an upcoming proxy statement for an annual meeting or to be submitted to shareholders of the Fund. By order of the Board of Directors of SBL Fund, AMY J. LEE Secretary www.securitybenefit.com [SBG LOGO] One Security Benefit Place, Topeka, Kansas 66636-0001 Notice of Special Meeting of Stockholders of Series Y (Select 25) of SBL Fund To Be Held August 20, 2002 One Security Benefit Place, Topeka, Kansas, 66636-0001 Telephone 1-800-888-2461 The undersigned hereby appoints John D. Cleland, Donald A. Chubb, Jr., and James R. Schmank, and each of them, with full power of substitution, as proxies of the undersigned to vote at the above-stated , all shares of SELECT 25 SERIES OF SBL FUND held by the undersigned at the Special Meeting of Stockholders of the Fund to be held at 9:30 AM, local time, on August 20, 2002, at Security Benefit Group Building, One Security Benefit Place, Topeka, Kansas 66636-0001, in the manner directed below with respect to the matters referred to in the proxy statement for the meeting, receipt of which is hereby acknowledged, and in the proxies' discretion, upon such other matters as may properly come before the meeting . In order to avoid the additional expense of further solicitation to your Fund, we strongly urge you to review, complete, and return your ballot as soon as possible. Your vote is important regardless of the number of shares you own. The Board of Directors recommends a vote for the following proposal. THESE VOTING INSTRUCTIONS WILL BE VOTED AS SPECIFIED AND IN THE ABSENCE OF SPECIFICATION WILL BE TREATED AS GRANTING AUTHORITY TO VOTE " FOR" THE PROPOSAL. TO VOTE BY TELEPHONE 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-0903 3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions. TO VOTE BY INTERNET 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to Website www.proxyvote.com 3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions. TO VOTE BY MAIL 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS - -------------------------------------------------------------------------------- DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ________________________________________________________________________________ SBL FUND, SERIES Y (SELECT 25) Important: Stockholders who do not expect to be in person at the meeting are requested to mark, date, sign and return the enclosed proxy card(s) to the Fund, or otherwise vote their shares, as early as possible. VOTE ON PROPOSAL FOR AGAINST ABSTAIN 1. To approve a proposal to change Series Y (Select 25) [_] [_] [_] of the Fund from a diversified to a non-diversified fund. To transact such other business as may properly come before the Meeting . THERE IS ENCLOSED A PROXY FORM SOLICITED BY THE BOARD OF DIRECTORS OF SBL FUND. Any form of proxy that is executed and returned, nevertheless may be revoked prior to its use. All such proxies properly executed and received in time will be voted at the Meeting. By order of the Board of Directors of SBL Fund, Topeka, Kansas AMY J. LEE July 20, 2002 Secretary NOTE: Please sign exactly as the name appears on this card. EACH joint owner must sign the proxy. When signing as executor, administrator, attorney, trustee or guardian, or as custodian for a minor, please give the FULL title of such. If a corporation, please give the FULL corporate name and indicate the signer's office. If a partner, please sign in the partnership name. - -------------------------------------- -------------------------------------- Signature Date Signature (Joint Owners) Date (PLEASE SIGN WITHIN BOX)
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DEF 14A Filing
Guggenheim Variable Funds Trust DEF 14ADefinitive proxy
Filed: 25 Jul 02, 12:00am