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: /X/ Preliminary Proxy Statement / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 FBL VARIABLE INSURANCE SERIES FUND (FILE NO. 33-12791) - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) BOARD OF TRUSTEES OF REGISTRANT - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $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. Preliminary Proxy Statement September , 1996 To Our Variable Life Insurance Policyowners and Variable Annuity Contract Holders: A meeting of the shareholders of the FBL Variable Insurance Series Fund (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 trustees and other matters that are important to you as a policyowner. You are cordially invited to attend the meeting of the Fund. Farm Bureau Life Insurance Company ("Farm Bureau") is the sole shareholder of the Fund, but some of the shares are held on behalf of one or more separate accounts supporting your Farm Bureau Variable Life Insurance policy and/or Variable Annuity Contract ("variable policy"). As a policy owner of record as of August 30, 1996, you have the right to instruct us, Farm Bureau, as to how we should vote the Fund shares attributable to your variable policy. The Fund's board of trustees 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 shareholder 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 trustees and the retention of Ernst & Young LLP as auditors are to be voted upon by all shareholders of the Fund. In addition, shareholders 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. THE TRUSTEES HAVE UNANIMOUSLY APPROVED ALL PROPOSALS THAT THE SHAREHOLDERS ARE BEING ASKED TO VOTE UPON. To assist you in giving us your instructions, we have enclosed a "Voting Instructions" form. Copies of the Fund's Notice to Shareholders and Proxy Statement are also included. If you do not return the form, we will vote the shares of each Portfolio attributable to your policy in the same proportion as the shares of that Portfolio for which we have received instructions. YOUR INSTRUCTIONS ARE IMPORTANT. You are urged to complete, date and sign the enclosed "Voting Instruction" form and return it in the enclosed postage-paid envelope as soon as possible. This will help save the expense of a second mailing of these materials to policyowners. Sincerely, Edward M. Wiederstein PRESIDENT FBL VARIABLE INSURANCE SERIES FUND 5400 UNIVERSITY AVENUE WEST DES MOINES, IOWA 50266 TELEPHONE (515)225-5586 (800)247-4170 NOTICE OF FBL VARIABLE INSURANCE SERIES FUND SPECIAL MEETING OF SHAREHOLDERS NOVEMBER 7, 1996 TO PERSONS ENTITLED TO GIVE VOTING INSTRUCTIONS IN CONNECTION WITH FARM BUREAU LIFE VARIABLE ACCOUNT FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES AND FARM BUREAU LIFE ANNUITY ACCOUNT FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS September , 1996 Notice is hereby given that a Special Meeting of Shareholders of FBL Variable Insurance Series Fund (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) trustees to serve for a term beginning November 7, 1996 to continue until their successors shall have been duly appointed or elected. 2. For shareholders of the Growth Common Stock Portfolio only, to approve eliminating the Portfolio's secondary investment objective of current income, and amending the Portfolio's statement of fundamental investment policies for pursuing its investment objective of long-term capital appreciation. 3. For shareholders 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 shareholders of the High Grade Bond and the 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 shareholders 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 total assets instead of the present 100%. 6. For shareholders 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 December 31, 1996. 8. To transact such other business as may properly come before the Special Meeting. Shareholders 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. Farm Bureau Life Insurance Company is the only shareholder of the Fund. However, Farm Bureau Life Insurance Company has agreed to vote the shares of the Fund at this meeting in accordance with timely instructions received from owners of variable policies funded through the separate accounts of Farm Bureau Life Insurance Company that invest in the Fund. If you hold interests in more than one Portfolio on the record date, you will receive separate voting instruction forms for each Portfolio. Edward M. Wiederstein PRESIDENT FBL VARIABLE INSURANCE SERIES FUND 5400 UNIVERSITY AVENUE WEST DES MOINES, IOWA 50266 TELEPHONE (515) 225-5586 (800) 247-4170 PROXY STATEMENT AND VOTING INSTRUCTIONS September , 1996 GENERAL INFORMATION This proxy statement and voting instruction ("proxy statement") is furnished in connection with the solicitation by the Board of Trustees of the Fund of voting instructions ("proxies") to be voted at the Special Meeting of Shareholders 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 Farm Bureau Life Insurance Company. Additional solicitation may be made by letter, telephone or facsimile by officers or employees of FBL Investment Advisory Services, Inc. (the "Adviser"). The Fund will furnish, without charge, a copy of its December 31, 1995 annual report and June 30, 1996 semi-annual report upon request. Write to the Fund at 5400 University Avenue, West Des Moines, Iowa 50266, or call 1-800-247-4170 (U.S. toll free), 1-800-422-3175 (Iowa toll free), or 1-515-225-5586. On the matters as to which a choice has been specified by the persons entitled to give instructions ("shareholders") 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 trustee 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 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. Shareholders 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 The following table indicates which shareholders are solicited with respect to each matter: PORTFOLIO --------------------------------------------------------------------- GROWTH HIGH GRADE HIGH YIELD MONEY MATTER COMMON STOCK BOND BOND MANAGED MARKET BLUE CHIP - ---------------------------------------- ------------ ---------- ---------- ------- ------ --------- Election of trustees X X X X X X Approval of amendments: to the X Portfolio's investment objective to eliminate the secondary investment objective of current income, and to the fundamental investment 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 A quorum of shareholders 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 be treated as follows: On Item 1, abstentions will have no effect and on Items 2 through 7, abstentions will be considered to be both present at the meeting and issued and outstanding and, as a result, will have the effect of being counted as voted against the items. The details of each proposal to be voted upon by the shareholders of the Fund and the vote required for approval of each proposal are set forth under the description of each proposal below. Although Farm Bureau Life Insurance Company is the legal owner of the shares of the Fund, certain Fund shares are held on behalf of the policyowners. Therefore, it has agreed to solicit instructions from Farm Bureau Life Insurance Company's Flexible Premium Variable Life Insurance policyowners and Flexible Premium Variable Annuity contracts on how to vote the Fund shares attributable to those policyowners. If voting instructions are properly executed and returned in time to be voted at the meeting, the shares covered thereby will be voted by Farm Bureau Life Insurance Company in accordance with the instructions of policyowners. If no choice is specified in the voting instruction form for any of the proposals to be voted upon at the meeting, the timely return of the voting instruction form shall be deemed to be an instruction to Farm Bureau Life Insurance Company 2 to vote proxies in favor of such proposal. In addition, Farm Bureau Life Insurance Company has agreed to vote the shares of the Fund it owns and the shares of the Fund for which it has not received instructions in the same proportion as it votes shares of the Fund for which it has received instructions. Under certain circumstances, Farm Bureau Life Insurance Company has the right to disregard the voting instructions of its policyowners; but management does not believe that there are such circumstances as to the matters currently before the shareholders. Those policyowners permitted to give instructions for each Portfolio of the Fund and the number of shares for which instructions may be given will be determined as of August 30, 1996, the record date for the Fund's shareholder meeting. Interests of policyowners for which no voting instructions are received will be voted in proportion to the instructions that are timely received. The number of full and fractional shares for which a policyowner can give instructions will be calculated separately for each subaccount and will be determined by dividing a policy's net cash value in a subaccount by the net asset value per share of the portfolio in which the subaccount invests. As of August 30, 1996, there were issued and outstanding shares of common stock of the Portfolios as follows: of Growth Common Stock; of High Grade Bond; of High Yield Bond; of Managed; of Money Market; and of Blue Chip. Those persons who were shareholders 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 shareholders of the Fund on or about September 13, 1996. 1. ELECTION OF TRUSTEES (ALL PORTFOLIOS) At the Special Meeting, nine (9) trustees 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 table below shows the nominees for election to the Board, all of whom, other than Kenneth Kay, currently serve as trustees 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 Series Fund, Inc. (the three funds collectively referred to as the "Farm Bureau Funds"); and all the nominees other than Kenneth Kay currently serve as trustees/directors 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 trustees. The Board of Trustees 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 trustee 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 Trustees. The following lists each nominee for trustee and his or her age, principal occupation, and other business affiliations and the year in which each nominee was first elected or appointed a trustee of the Fund. NOMINEES FOR TRUSTEE YEAR FIRST BECAME A NAME AND AGE TRUSTEE PRINCIPAL OCCUPATION - --------------------------------------- ----------- ---------------------------------------------------------- *Edward M. Wiederstein (48) 1996 Farmer; President and Director, Iowa Farm Bureau Federation, FBL Financial Group, Inc., Farm Bureau Life Insurance Company, Universal Assurors Life Insurance Company, 3 YEAR FIRST BECAME A NAME AND AGE TRUSTEE PRINCIPAL OCCUPATION - --------------------------------------- ----------- ---------------------------------------------------------- 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. *Richard D. Harris (52) 1996 Senior Vice President and Secretary-Treasurer, 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. 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.; 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. *John R. Graham (51) 1985 Executive Vice President, Kansas Farm Bureau, Kansas Farm Bureau Services, Kansas 4 YEAR FIRST BECAME A NAME AND AGE TRUSTEE PRINCIPAL OCCUPATION - --------------------------------------- ----------- ---------------------------------------------------------- Agricultural Marketing Association, FBL 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; Director, First Security Bank & Trust Co.; Financial and Farm Management Consultant; Iowa State University Overseas Projects; Floyd County Voting Delegate, Iowa Farm Bureau Federation, Former President and Director, Floyd County Farm Bureau. 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 5 YEAR FIRST BECAME A NAME AND AGE TRUSTEE PRINCIPAL OCCUPATION - --------------------------------------- ----------- ---------------------------------------------------------- Farm Bureau; Former Chairman and Director, Southwest Farm Management Association; Director, F.C.S. 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. - ------------------------ * "Interested Person" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR TRUSTEE. The trustees affiliated with the Adviser serve without any compensation from the Fund. Each trustee who is not affiliated with the Adviser receives a fee of $115 plus expenses for each trustees' meeting attended. The table below shows, for each trustee who is not affiliated with the Adviser, the aggregate compensation paid by the Fund for its fiscal year ended December 31, 1995. The second column of the table shows the total compensation received by the trustees for calendar year 1995 for services as a trustee of the Fund and the other Farm Bureau Funds (FBL Money Market Fund, Inc. and FBL Series Fund, Inc.). TOTAL AGGREGATE COMPENSATION COMPENSATION FROM ALL FARM NAME OF TRUSTEE FROM THE FUND BUREAU FUNDS - --------------------------- --------------- ------------- Donald G. Bartling......... $ 460 $ 1,380 John R. Graham............. $ 460 $ 1,380 Erwin H. Johnson........... $ 460 $ 1,380 Ann Jorgensen.............. $ 460 $ 1,380 Dale W. Nelson............. $ 460 $ 1,380 Curtis C. Pietz............ $ 460 $ 1,380 The audit committee of the Fund held two meetings during the fiscal year ended December 31, 1995. The Fund's Board of Trustees held four meetings during the fiscal year ended December 31, 1995. During the last fiscal year, each trustee attended 75% or more of the Fund's Board meetings, and the committee meetings if a member thereof. 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 trustee 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 Trustees. As of August 15, 1996, Farm Bureau Life Insurance Company, 5400 University Avenue, West Des Moines, Iowa 50266 owned 7,562,373.813 shares (100% of the outstanding shares of beneficial interest) of the Fund. No single policy owner has more than 5% ownership in any underlying portfolio. 6 POSITIONS AND OFFICES FIRST YEAR NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION - ----------------------- --- ----------------------------------- ----------- ------------------------------------ Thomas R. Gibson 52 Executive Vice President and 1987 Executive Vice President and General General Manager Manager, 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 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.; 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, Treasurer 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, 7 POSITIONS AND OFFICES FIRST YEAR NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION - ----------------------- --- ----------------------------------- ----------- ------------------------------------ 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, Western Agricultural Insurance Company, Western 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, 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 8 POSITIONS AND OFFICES FIRST YEAR NAME AGE WITH FUND ELECTED PRINCIPAL OCCUPATION - ----------------------- --- ----------------------------------- ----------- ------------------------------------ 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 Vice President and Assistant 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. 2. 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 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 Trustees approved, subject to approval by the Portfolio's shareholders, 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 of 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. 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. 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. 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. 9 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 shareholders. 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 (i) 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. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS 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 Trustees approved, subject to approval by the shareholders 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 increase a portfolio's diversification and may enhance return, 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 can either increase or decrease the investment's value. The Adviser believes that, since the overall exposure to foreign securities is not being increased, the risk level will not be altered materially. 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. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS 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 10 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 Trustees approved, subject to approval by the shareholders of each of these Portfolios, the Adviser's recommendation to amend the 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. A discussion of investments in foreign securities, including the 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 diversification and potential returns to the Portfolios. 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. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS 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 Trustees 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 described "diversification" requirement shall be applicable only to 75% of each Portfolio's total 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). The Adviser believes this 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. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS 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. 11 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 Trustees approved, subject to approval by the shareholders 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. 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. THE FUND'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS 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 Trustees 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 December 31, 1996. 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 shareholders for ratification, which requires the affirmative 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 TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. SHAREHOLDER PROPOSALS Since the Fund does not hold regular meetings of its shareholders, the date of the next special stockholder meeting cannot be anticipated. Any shareholder who wishes to submit a proposal for consideration at the next meeting of shareholders, 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 12 adjournment of the Special Meeting to permit further solicitation of proxies with respect to any of the proposals if he determines that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Edward M. Wiederstein PRESIDENT 13 [THIS PAGE INTENTIONALLY LEFT BLANK] THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTIONS FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM WILL BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 2, 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 voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / 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. RECORD DATE SHARES: For Against Abstain 2.) Approval of amendments: to the / / / / / / Portfolio's investment objective to eliminate the secondary investment objective of current income, and to the fundamental investment policies for pursuing the Portfolio's investment objective of long-term capital appreciation. 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 the "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 Voting instruction form. Date - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here - -------------------------------------------------------------------------------- VARIABLE ANNUITY GROWTH COMMON STOCK PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees. / / / / / / Edward M. Wiederstein, Richard D. Harris, Stephen M. Morain, Donald S. Bartling, John R. Graham, Erwin M. 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. RECORD DATE SHARES: For Against Abstain 4.) Approval of an amendment in the / / / / / / 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. 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 Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE ANNUITY HIGH GRADE BOND PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM WILL BE VOTED "FOR" THE NOMINEES AND "FOR" ITEM 7. THE PROXY WILL BY 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / Edward M. Wiederstein, Richard B. Harris, Stephen M. Morain, Donald G. Harting, John R. Graham, Erwin M. Johnson, Ann Jorgenson, 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. RECORD DATE SHARES: For Against Abstain 7.) Ratification of selection of auditors / / / / / / -------------------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE ANNUITY BLUE CHIP PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /x/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / Edward M. Wiederstein, Richard B. Harris, Stephen M. Morain, Donald G. Bartling, John R. Graham, Erwin H. Johnson, Ann Jorgenson, 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. RECORD DATE SHARES: For Against Abstain 4.) Approval of an amendment to the / / / / / / Portfolio's fundamental investment policy permitting investment of up to 85% of net assets in foreign debt securities included 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 Voting instruction form Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-signer sign here VARIABLE ANNUITY HIGH YIELD BOND PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF DIRECTORS. IF NO TRUSTEE IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1) Election of Trustees. / / / / / / 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. RECORD DATE SHARES: 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. / / / / / / ----------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE ANNUITY MANAGED PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, NOVEMBER 7, 1996 The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and Stephen M. Morsin, and each of them, proxies with several powers of substitution, to vote for the undersigned at the 1996 Special Meeting of Shareholders of FBL VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - ------------------------------------------------------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE With For All For hold Except 1.) Election of Trustees / / / / / / Edward M. Wiederstein, Richard D. Harris Stephen M. Morsin, Donald G. Bartling, John R. Graham, Erwin M. 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. RECORD DATE SHARES: For Against Abstain 7.) Ratification of selection of auditors. / / / / / / --------------------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner signature VARIABLE ANNUITY MONEY MARKET PORTFOLIO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / 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. RECORD DATE SHARES: For Against Abstain 7. Ratification of selection of auditors / / / / / / ----------------------- Please be sure to sign and date this Voting instruction form. Date - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE UNIVERSAL LIFE BLUE CHIP PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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 therof, upon the following matters as described in the Notice of Meeting and accompanying Proxy Statement. WHEN PROPERLY EXECUTED, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM WILL BE VOTED "FOR" THE NOMINEES AND "FOR" ITEM 7. THE PROXY WILL BY 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / Edward M. Wiederstein, Richard D. Harris, Stephen M. Morain, Donald G. Bartling, John R. Graham, Erwin H. Johnson, Ann Jorgenson, 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. RECORD DATE SHARES: For Against Abstain 7.) Ratification of selection of auditors / / / / / / -------------------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner signature VARIABLE UNIVERSAL LIFE MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 at Shareholders of FBL VARIABLE INSURANCE SERIES FUND 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM WILL BE VOTED "FOR" THE NOMINEES AND "FOR" ITEMS 2, 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /x/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees / / / / / / Edward W. Wiederstein, Richard D. Harris, Stephen M. Morain, Donald G. Bartling, John R. Graham, Erwin H. Johnson, Ann Jorgenson, 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 member's name. RECORD DATE SHARES: For Against Abstain 2.) Approval of amendments to the Portfolio's / / / / / / Investment objective to eliminate the secondary investment objective of current income, and to the Fundamental Investment policies for pursuing the Portfolio's investment objective of long- term capital appreciation. 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%. 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. / / / / / / ------------------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE UNIVERSAL LIFE GROWTH COMMON STOCK PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /x/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees. / / / / / / 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. RECORD DATE SHARES: For Against Abstain 4.) Approval of an agreement to the 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. For Against Abstain 5.) Approval of an amendment in 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 Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE UNIVERSAL LIFE HIGH GRADE BOND PORTFOLIO - -------------------------------------------------------------------------------- DETATCH CARD DETATCH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, NOVEMBER 7, 1996 The undersigned hereby appoints Edward M. Wiederstein, Richard D. Harris and Stephen M. Morain, and each of them, promise with several powers of substitution, to vote for the undersigned at the 1996 Special Meeting of Shareholders of FBL VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. Joint owners should each sign personally. Trustees and the 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. - -------------------------------------------------------------------------------- /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees. / / / / / / Edward M. Wiederstein, Richard D. Harris, Stephen M. Morain, Donald G. Bartling, John R. Graham, Erwin H. Johnson, Ann Jorgenson, Curtis C. Pietz and Kenneth Kay If you do not want your shares voted for a particular nominee, mark the "For all Except" box and strike a line through the nominee's name. RECORD DATE SHARES: 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 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. / / / / / / ------------------------------ Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE UNIVERSAL LIFE HIGH YIELD BOND PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD THESE VOTING INSTRUCTIONS ARE SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF FBL VARIABLE INSURANCE SERIES FUND VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS, 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 VARIABLE INSURANCE SERIES FUND, 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, THESE INSTRUCTIONS WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION FORM) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS VOTING INSTRUCTION FORM 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 Voting instruction form exactly as your name appears on the reverse side of this form. 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. - -------------------------------------------------------------------------------- /x/ PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1.) Election of Trustees. / / / / / / 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. RECORD DATE SHARES: For Against Abstain 3. Approval of an amendment to the / / / / / / Portfolio's fundamental 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. / / / / / / ------------------------- Please be sure to sign and date this Voting instruction form. Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shareholder sign here Co-owner sign here VARIABLE UNIVERSAL LIFE MANAGED PORTFOLIO - -------------------------------------------------------------------------------- DETACH CARD DETACH CARD