SBL VARIABLE ANNUITY ACCOUNT XIV
N-4, 2000-07-11
Previous: SBL VARIABLE ANNUITY ACCOUNT XIV, N-8A, 2000-07-11
Next: SBL VARIABLE ANNUITY ACCOUNT XIV, N-4, EX-99.1, 2000-07-11




<PAGE>
                                                              File No. 333-_____
                                                              File No. 811-10011
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [X]
          Pre-Effective Amendment No.                                        [_]
                                        ----------
          Post-Effective Amendment No.                                       [_]
                                        ----------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [X]
                         Amendment No.                                       [_]
                                        ----------

                        (Check appropriate box or boxes)

                        SBL VARIABLE ANNUITY ACCOUNT XIV
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

                 700 Harrison Street, Topeka, Kansas 66636-0001
              (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, Including Area Code:
                                 (785) 431-3000

                     Name of Agent for Service for Process:
                      Amy J. Lee, Associate General Counsel
                     Security Benefit Life Insurance Company
                               700 Harrison Street
                              Topeka, KS 66636-0001


Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of this Registration Statement.

Title of  securities  being  registered:  Interests in a separate  account under
individual flexible premium deferred variable annuity contracts.

Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>
                            ________ VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT


                 ISSUED BY:                      MAILING ADDRESS:
          SECURITY BENEFIT LIFE              SECURITY BENEFIT LIFE
            INSURANCE COMPANY                  INSURANCE COMPANY
          700 SW HARRISON STREET             P.O. BOX 750497
          TOPEKA, KANSAS 66636-0001          TOPEKA, KANSAS 66675-0497
          1-800-888-2461

--------------------------------------------------------------------------------

   This Prospectus  describes the _____ Variable  Annuity--a  flexible  purchase
payment deferred variable annuity contract (the "Contract")  offered by Security
Benefit Life Insurance Company ("Security  Benefit").  The Contract is available
for  individuals as a non-tax  qualified  retirement  plan. The Contract is also
available for  individuals in connection  with a retirement plan qualified under
Section  403(b),  408, or 408A of the  Internal  Revenue  Code.  The Contract is
designed to give you  flexibility in planning for retirement and other financial
goals.

   You may allocate  your  purchase  payments to one or more of the  Subaccounts
that  comprise a separate  account of Security  Benefit  called the SBL Variable
Annuity  Account  XIV, or to the Fixed  Account.  Each  Subaccount  invests in a
corresponding Series of the SBL Fund. The Subaccounts  currently available under
the Contract are:

*  Equity (formerly Growth)                *  Global Total Return
*  Large Cap Value                         *  Managed Asset Allocation
   (formerly Growth-Income)                *  Equity Income
*  Money Market                            *  High Yield
*  Global (formerly Worldwide Equity)      *  Small Cap Value
*  Diversified Income                      *  Social Awareness
   (formerly High Grade Income)            *  Technology
*  Large Cap Growth                        *  Mid Cap Value (formerly Value)
*  Enhanced Index                          *  Main Street Growth and Income(R)
*  International                           *  Small Cap Growth
*  Mid Cap Growth (formerly Mid Cap)          (formerly Small Cap)
*  Global Strategic Income                 *  Select 25
*  Capital Growth

   Amounts that you allocate to the Subaccounts under a Contract will vary based
on investment  performance  of the  Subaccounts.  No minimum  amount of Contract
Value is guaranteed.

   Amounts  allocated to the Fixed  Account earn interest at rates that are paid
by Security Benefit as described in "The Fixed Account," page 25. Contract Value
in the Fixed Account is guaranteed by Security Benefit.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 24.

   This Prospectus  concisely sets forth  information about the Contract and the
Separate  Account  that you should  know before  purchasing  the  Contract.  The
"Statement of Additional  Information,"  dated October __, 2000,  which has been
filed with the  Securities  and Exchange  Commission  ("SEC")  contains  certain
additional information.  The Statement of Additional  Information,  as it may be
supplemented  from  time  to  time,  is  incorporated  by  reference  into  this
Prospectus  and is available at no charge,  by writing  Security  Benefit at 700
Harrison Street, Topeka, Kansas 66636 or by calling 1-800-888-2461. The table of
contents of the Statement of Additional  Information  is set forth on page 38 of
this Prospectus.

   The SEC maintains a web site (http://www.sec.gov) that contains the Statement
of  Additional  Information,   material  incorporated  by  reference  and  other
information regarding companies that file electronically with the SEC.

--------------------------------------------------------------------------------
   THE SECURITIES AND EXCHANGE  COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES  OR  DETERMINED  IF THE  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   THIS  PROSPECTUS IS ACCOMPANIED  BY THE CURRENT  PROSPECTUS FOR THE SBL FUND.
YOU SHOULD READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

   EXPENSES FOR THIS CONTRACT, IF PURCHASED WITH A CREDIT ENHANCEMENT RIDER, MAY
BE HIGHER THAN EXPENSES FOR A CONTRACT WITHOUT A CREDIT ENHANCEMENT.  THE AMOUNT
OF  CREDIT  ENHANCEMENT  MAY BE MORE  THAN  OFFSET  BY ANY  ADDITIONAL  FEES AND
CHARGES.

   THE CONTRACT IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR  GUARANTEED  BY
THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT  AGENCY.  THE
VALUE OF YOUR CONTRACT CAN GO UP AND DOWN AND YOU COULD LOSE MONEY.

DATE:  OCTOBER __, 2000
--------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS..............................................................     4
SUMMARY..................................................................     4
  PURPOSE OF THE CONTRACT................................................     5
  THE SEPARATE ACCOUNT AND SBL FUND......................................     5
  FIXED ACCOUNT..........................................................     5
  PURCHASE PAYMENTS......................................................     5
  CONTRACT BENEFITS......................................................     5
  FREE-LOOK RIGHT........................................................     5
  CHARGES AND DEDUCTIONS.................................................     5
    Contingent Deferred Sales Charge.....................................     5
    Mortality and Expense Risk Charge....................................     6
    Optional Rider Charge................................................     6
    Administration Charge................................................     7
    Account Administration Charge........................................     7
    Premium Tax Charge...................................................     7
    Other Expenses.......................................................     7
  CONTACTING SECURITY BENEFIT............................................     8
EXPENSE TABLE............................................................     8
  CONTRACTUAL EXPENSES...................................................     8
  ANNUAL SEPARATE ACCOUNT EXPENSES.......................................     8
  OPTIONAL RIDER EXPENSES................................................     8
  ANNUAL MUTUAL FUND EXPENSES............................................     9
  EXAMPLES...............................................................     9
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND...    10
  SECURITY BENEFIT LIFE INSURANCE COMPANY................................    10
  PUBLISHED RATINGS......................................................    10
  SEPARATE ACCOUNT.......................................................    11
  SBL FUND...............................................................    11
    Series A (Equity Series).............................................    11
    Series B (Large Cap Value Series)....................................    11
    Series C (Money Market Series).......................................    11
    Series D (Global Series).............................................    12
    Series E ( Diversified Income Series)................................    12
    Series G (Large Cap Growth Series)...................................    12
    Series H (Enhanced Index Series).....................................    12
    Series I (International Series)......................................    12
    Series J (Mid Cap Growth Series).....................................    12
    Series K (Global Strategic Income Series)............................    12
    Series L (Capital Growth Series).....................................    12
    Series M (Global Total Return Series)................................    12
    Series N (Managed Asset Allocation Series)...........................    12
    Series O (Equity Income Series)......................................    12
    Series P (High Yield Series).........................................    12
    Series Q (Small Cap Value Series)....................................    12
    Series S (Social Awareness Series)...................................    12
    Series T (Technology Series).........................................    13
    Series V (Mid Cap Value Series)......................................    13
    Series W (Main Street Growth and Income(R)Series)....................    13
    Series X (Small Cap Growth Series)...................................    13
    Series Y (Select 25 Series)..........................................    13
    The Investment Adviser...............................................    13
THE CONTRACT.............................................................    13
  GENERAL................................................................    13
  APPLICATION FOR A CONTRACT.............................................    14
  PURCHASE PAYMENTS......................................................    14
  ALLOCATION OF PURCHASE PAYMENTS........................................    14
  DOLLAR COST AVERAGING OPTION...........................................    14
  ASSET REALLOCATION OPTION..............................................    15
  TRANSFERS OF CONTRACT VALUE............................................    15
  CONTRACT VALUE.........................................................    16
  DETERMINATION OF CONTRACT VALUE........................................    16
  FULL AND PARTIAL WITHDRAWALS...........................................    17
  SYSTEMATIC WITHDRAWALS.................................................    17
  FREE-LOOK RIGHT........................................................    18
  DEATH BENEFIT..........................................................    18
  DISTRIBUTION REQUIREMENTS..............................................    18
  DEATH OF THE ANNUITANT.................................................    19
CHARGES AND DEDUCTIONS...................................................    19
  CONTINGENT DEFERRED SALES CHARGE.......................................    19
  MORTALITY AND EXPENSE RISK CHARGE......................................    19
  ADMINISTRATION CHARGE..................................................    20
  ACCOUNT ADMINISTRATION CHARGE..........................................    20
  PREMIUM TAX CHARGE.....................................................    20
  OTHER CHARGES..........................................................    20
  VARIATIONS IN CHARGES..................................................    20
  GUARANTEE OF CERTAIN CHARGES...........................................    20
  SBL FUND EXPENSES......................................................    20
OPTIONAL RIDER CHARGES...................................................    21
  GUARANTEED MINIMUM INCOME BENEFIT......................................    21
  ANNUAL STEPPED UP DEATH BENEFIT........................................    21
  GUARANTEED GROWTH DEATH BENEFIT........................................    21
  COMBINED ANNUAL STEPPED UP AND GUARANTEED GROWTH DEATH BENEFIT.........    22
  COMBINED GUARANTEED GROWTH DEATH BENEFIT
    AND GUARANTEED MINIMUM INCOME BENEFIT................................    22
  EXTRA CREDIT...........................................................    22
  WAIVER OF WITHDRAWAL CHARGE............................................    23
  ASSET ALLOCATION.......................................................    23
ANNUITY PERIOD...........................................................    23
  GENERAL................................................................    23
  ANNUITY OPTIONS........................................................    24
    Option 1--Life Income................................................    24
    Option 2--Life Income with Guaranteed
      Payment of 5, 10, 15 or 20 Years...................................    24
    Option 3--Life with Installment or Unit Refund Option................    24
    Option 4--Joint and Last Survivor....................................    25
    Option 5--Payments for Specified Period..............................    25
    Option 6--Payments of a Specified Amount.............................    25
    Option 7--Period Certain.............................................    25
    Option 8--Joint and Contingent Survivor Option.......................    25
    Value of Variable Annuity Payments: Assumed Interest Rate............    25
  SELECTION OF AN OPTION.................................................    25
THE FIXED ACCOUNT........................................................    25
  INTEREST...............................................................    26
  DEATH BENEFIT..........................................................    26
  CONTRACT CHARGES.......................................................    26
  TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT.......................    26
  PAYMENTS FROM THE FIXED ACCOUNT........................................    27
MORE ABOUT THE CONTRACT..................................................    27
  OWNERSHIP..............................................................    27
    Joint Owners.........................................................    27
  DESIGNATION AND CHANGE OF BENEFICIARY..................................    27
  DIVIDENDS..............................................................    27
  PAYMENTS FROM THE SEPARATE ACCOUNT.....................................    28
  PROOF OF AGE AND SURVIVAL..............................................    28
  MISSTATEMENTS..........................................................    28
  LOANS..................................................................    28
  RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS.......................    29
FEDERAL TAX MATTERS......................................................    29
  INTRODUCTION...........................................................    29
  TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT................    30
    General..............................................................    30
    Charge for Security Benefit Taxes....................................    30
    Diversification Standards............................................    30
  INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS...........    30
    Surrenders or Withdrawals Prior to the Annuity Start Date............    31
    Surrenders or Withdrawals on or after the Annuity Start Date.........    31
    Penalty Tax on Certain Surrenders and Withdrawals....................    31
  ADDITIONAL CONSIDERATIONS..............................................    31
    Distribution-at-Death Rules..........................................    31
    Gift of Annuity Contracts............................................    32
    Contracts Owned by Non-Natural Persons...............................    32
    Multiple Contract Rule...............................................    32
    Possible Tax Changes.................................................    32
    Transfers, Assignments or Exchanges of a Contract....................    32
  QUALIFIED PLANS........................................................    32
    Section 403(b).......................................................    33
    Section 408 and 408A.................................................    33
    Rollovers............................................................    34
    Tax Penalties........................................................    34
    Withholding..........................................................    34
OTHER INFORMATION........................................................    35
  VOTING OF SBL FUND SHARES..............................................    35
  SUBSTITUTION OF INVESTMENTS............................................    35
  CHANGES TO COMPLY WITH LAW AND AMENDMENTS..............................    36
  REPORTS TO OWNERS......................................................    36
  TELEPHONE TRANSFER PRIVILEGES..........................................    36
  LEGAL PROCEEDINGS......................................................    36
  LEGAL MATTERS..........................................................    36
PERFORMANCE INFORMATION..................................................    36
ADDITIONAL INFORMATION...................................................    37
  REGISTRATION STATEMENT.................................................    37
  FINANCIAL STATEMENTS...................................................    37
STATEMENT OF ADDITIONAL INFORMATION......................................    38
APPENDIX A -- IRA Disclosure Statement
APPENDIX B -- Roth IRA Disclosure Statement

--------------------------------------------------------------------------------
You may not be able to  purchase  the  Contract  in your  state.  You should not
consider  this  Prospectus to be an offering if the Contract may not be lawfully
offered in your state. You should only rely upon  information  contained in this
Prospectus  or that we have  referred you to. We have not  authorized  anyone to
provide you with information that is different.
--------------------------------------------------------------------------------
<PAGE>
DEFINITIONS

   Various terms commonly used in this Prospectus are defined as follows:

   ACCUMULATION UNIT -- A unit of measure used to calculate Contract Value.

   ANNUITANT -- The person that you designate on whose life annuity payments may
be  determined.  If you  designate  Joint  Annuitants,  "Annuitant"  means  both
Annuitants unless otherwise stated.

   ANNUITY -- A series of periodic income  payments made by Security  Benefit to
an Annuitant, Joint Annuitant, or Beneficiary during the period specified in the
Annuity Option.

   ANNUITY  OPTIONS -- Options under the Contract that  prescribe the provisions
under which a series of annuity payments are made.

   ANNUITY PERIOD -- The period beginning on the Annuity Start Date during which
annuity payments are made.

   ANNUITY START DATE -- The date when annuity  payments begin as elected by the
Owner.

   AUTOMATIC INVESTMENT PROGRAM -- A program pursuant to which purchase payments
are  automatically  paid from your bank account on a specified day of each month
or a salary reduction agreement.

   CONTRACT  DATE -- The date the  Contract  begins  as shown in your  Contract.
Annual Contract anniversaries are measured from the Contract Date. It is usually
the date that your initial purchase payment is credited to the Contract.

   CONTRACT DEBT -- The unpaid loan balance including loan interest.

   CONTRACT  VALUE -- The total value of your Contract  which  includes  amounts
allocated  to the  Subaccounts  and the Fixed  Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

   CONTRACT YEAR -- Each twelve-month period measured from the Contract Date.

   CREDIT  ENHANCEMENT  -- An amount  added to  Contract  Value  under the Extra
Credit Rider.

   DESIGNATED  BENEFICIARY  -- The person having the right to the death benefit,
if any,  payable  upon the death of the Owner or the  Joint  Owner  prior to the
Annuity  Start  Date.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
Estate.

   FIXED  ACCOUNT  -- An  account  that is part of  Security  Benefit's  General
Account to which you may allocate all or a portion of your Contract  Value to be
held for accumulation at fixed rates of interest (which may not be less than 3%)
declared periodically by Security Benefit.

   GENERAL ACCOUNT -- All assets of Security  Benefit other than those allocated
to the Separate Account or to any other separate account of Security Benefit.

   HOME OFFICE -- The Annuity  Administration  Department  of Security  Benefit,
P.O. Box 750497, Topeka, Kansas 66675-0497.

   OWNER -- The person  entitled to the ownership  rights under the Contract and
in whose name the Contract is issued.

   PARTICIPANT -- A Participant under a Qualified Plan.

   PURCHASE PAYMENT -- An amount paid to Security  Benefit as consideration  for
the Contract.

   SBL FUND -- A diversified,  open-end  management  investment company commonly
referred to as a mutual fund.

   SEPARATE  ACCOUNT -- The Variable  Annuity Account XIV, a separate account of
Security Benefit that consists of accounts, referred to as Subaccounts,  each of
which invests in a corresponding Series of the SBL Fund.

   SUBACCOUNT  -- A division of the Separate  Account of Security  Benefit which
invests  in a  corresponding  series  of the  SBL  Fund.  Currently,  twenty-two
Subaccounts are available under the Contract.

   VALUATION  DATE -- Each date on which the Separate  Account is valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  Martin Luther King, Jr. Day,  Presidents'  Day, Good
Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  Day,  and
Christmas Day.

   VALUATION  PERIOD -- A period used in measuring the investment  experience of
each  Subaccount of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

   WITHDRAWAL  VALUE -- The amount you will receive upon full  withdrawal of the
Contract.  It is equal to Contract  Value less any Contract Debt, any applicable
withdrawal  charges,  any  pro  rata  account   administration  charge  and  any
uncollected premium taxes. If an Extra Credit Rider is in effect, Contract Value
will also be reduced by any Credit Enhancements that have not yet vested.

SUMMARY

   This summary provides a brief overview of the more significant aspects of the
Contract.  Further  detail is  provided in this  Prospectus,  the  Statement  of
Additional  Information,   and  the  Contract.   Unless  the  context  indicates
otherwise,  the  discussion in this summary and the remainder of the  Prospectus
relates to the portion of the Contract involving the Separate Account. The Fixed
Account is briefly  described  under  "The  Fixed  Account,"  page 25 and in the
Contract.

PURPOSE OF THE  CONTRACT -- The  flexible  purchase  payment  deferred  variable
annuity contract  ("Contract")  described in this Prospectus is designed to give
you flexibility in planning for retirement and other financial goals.

   You may purchase the Contract as a non-tax  qualified  retirement plan for an
individual  ("Non-Qualified  Plan").  You may also purchase the Contract,  on an
individual  basis,  in connection with a retirement plan qualified under Section
403(b),  408,  or  408A  of the  Internal  Revenue  Code  of  1986,  as  amended
("Qualified Plan").

THE SEPARATE ACCOUNT AND SBL FUND -- The Separate  Account is currently  divided
into twenty-two  accounts  referred to as Subaccounts.  See "Separate  Account,"
page 11. Each Subaccount invests exclusively in shares of a corresponding Series
of the SBL  Fund.  The  Series  of SBL  Fund,  each  of  which  has a  different
investment  objective or objectives,  are as follows:  Equity Series,  Large Cap
Value Series,  Money Market Series,  Global Series,  Diversified  Income Series,
Large Cap Growth Series,  Enhanced Index Series,  International  Series, Mid Cap
Growth Series,  Global  Strategic Income Series,  Capital Growth Series,  Global
Total Return Series, Managed Asset Allocation Series, Equity Income Series, High
Yield  Series,  Small Cap Value  Series,  Social  Awareness  Series,  Technology
Series, Mid Cap Value Series, Main Street Growth and Income(R) Series, Small Cap
Growth Series and Select 25 Series. See "SBL Fund," page 11.

   You may allocate all or part of your  purchase  payments to the  Subaccounts.
Amounts that you allocate to the Subaccounts will increase or decrease in dollar
value depending on the investment performance of the Series of SBL Fund in which
such Subaccount invests. You bear the investment risk for amounts allocated to a
Subaccount.

FIXED ACCOUNT -- You may allocate all or part of your  purchase  payments to the
Fixed Account, which is part of Security Benefit's General Account. Amounts that
you  allocate to the Fixed  Account  earn  interest at rates  determined  at the
discretion  of Security  Benefit and are  guaranteed to be at least an effective
annual rate of 3%. See "The Fixed Account," page 25.

PURCHASE  PAYMENTS -- Your initial  purchase  payment must be at least  $10,000.
Thereafter, you may choose the amount and frequency of purchase payments, except
that the minimum  subsequent  purchase  payment is $500 ($50 under an  Automatic
Investment Program). See "Purchase Payments," page 14.

CONTRACT  BENEFITS -- You may transfer  Contract Value among the Subaccounts and
to and from the Fixed Account,  subject to certain  restrictions as described in
"The Contract," page 13 and "The Fixed Account," page 25.

   At any time before the Annuity  Start Date,  you may surrender a Contract for
its Withdrawal  Value, and may make partial  withdrawals,  including  systematic
withdrawals,  from Contract Value, subject to certain restrictions  described in
"The Fixed  Account," page 25. See "Full and Partial  Withdrawals,"  page 17 and
"Federal Tax Matters," page 29 for more information about withdrawals, including
the 10%  penalty  tax that may be  imposed  upon  full and  partial  withdrawals
(including systematic withdrawals) made prior to the Owner attaining age 59 1/2.

   The Contract  provides for a death  benefit upon the death of the Owner prior
to the Annuity Start Date. See "Death  Benefit,"  page 18 for more  information.
The Contract  provides for several Annuity Options on either a variable basis, a
fixed basis, or both.  Security  Benefit  guarantees  annuity payments under the
fixed Annuity Options. See "Annuity Period," page 23.

FREE-LOOK  RIGHT -- You may return the  Contract  within the  Free-Look  Period,
which is generally a ten-day period beginning when you receive the Contract.  In
this event,  Security Benefit will refund to you purchase payments  allocated to
the Fixed  Account (not  including  any Credit  Enhancements  if an Extra Credit
Rider was in effect). Security Benefit will also refund as of the Valuation Date
on  which  we  receive  your  Contract  any  Contract  Value  allocated  to  the
Subaccounts,  plus any  charges  deducted  from such  Contract  Value,  less the
Contract Value attributable to any Credit Enhancements.

   Some states' laws require us to refund your purchase payments instead of your
Contract  Value.  If your  Contract is  delivered in one of those states and you
return your Contract during the Free-Look  Period,  Security Benefit will refund
purchase payments allocated to the Subaccounts rather than Contract Value.

CHARGES AND  DEDUCTIONS  --  Security  Benefit  does not deduct  sales load from
purchase payments before allocating them to your Contract Value. Certain charges
will be deducted in connection with the Contract as described below.

   CONTINGENT  DEFERRED SALES CHARGE. If you withdraw  Contract Value,  Security
Benefit  may  deduct a  contingent  deferred  sales  charge  (which  may also be
referred to as a withdrawal  charge).  The  withdrawal  charge will be waived on
withdrawals to the extent that total  withdrawals in a Contract Year,  including
systematic  withdrawals,  do not exceed the Free  Withdrawal  amount  defined as
follows.

   The Free  Withdrawal  amount is equal in the first  Contract  Year, to 10% of
purchase payments made during the year and, in any subsequent  Contract Year, to
10% of Contract  Value as of the first day of that Contract Year. The withdrawal
charge applies to the portion of any withdrawal  consisting of purchase payments
that exceeds the Free Withdrawal amount. The withdrawal charge does not apply to
withdrawals of earnings.

   The amount of the charge will depend on how long your purchase  payments have
been held under the Contract.  Each  purchase  payment you make is considered to
have a certain "age," depending on the length of time since the purchase payment
was effective. A purchase payment is "age one" in the year beginning on the date
the purchase  payment is received by Security  Benefit and increases in age each
year thereafter.  The withdrawal charge is calculated according to the following
schedule:

                     --------------------------------------
                     PURCHASE PAYMENT AGE        WITHDRAWAL
                          (IN YEARS)               CHARGE
                     --------------------------------------
                               1                     7%
                               2                     7%
                               3                     6%
                               4                     5%
                               5                     4%
                               6                     3%
                               7                     2%
                          8 and over                 0%
                     --------------------------------------

   The amount of the withdrawal charge assessed against your Contract will never
exceed  7% of  purchase  payments  paid  under the  Contract.  In  addition,  no
withdrawal  charge will be assessed upon: (1) payment of death benefit proceeds,
or (2) annuity  options that  provide for  payments for life,  or a period of at
least 7 years. See "Contingent Deferred Sales Charge," page 19.

   MORTALITY  AND EXPENSE RISK  CHARGE.  Security  Benefit  deducts a charge for
mortality  and expense  risks  assumed by Security  Benefit  under the Contract.
Security  Benefit  deducts a daily minimum  charge equal to 0.60%,  on an annual
basis,  of each  Subaccount's  average  daily net assets.  If you are subject to
mortality  and expense risk charge above the minimum  charge,  Security  Benefit
deducts  it from your  Contract  Value on a monthly  basis.  The  mortality  and
expense risk charge amount is  determined  each month by reference to the amount
of your Contract Value, as set forth in the table below.

        ----------------------------------------------------------------
                                                    ANNUAL MORTALITY AND
        CONTRACT VALUE                              EXPENSE RISK CHARGE
        ----------------------------------------------------------------
        Less than $25,000 ..........................       0.85%
        At least $25,000 but less than $100,000 ....       0.70%
        $100,000 or more ...........................       0.60%
        ----------------------------------------------------------------

See "Mortality and Expense Risk Charge," page 19.

   OPTIONAL  RIDER  CHARGES.  Security  Benefit  deducts a monthly  charge  from
Contract  Value for certain  Riders  that may be elected by the Owner.  Security
Benefit makes each Rider,  except the Extra Credit and Asset Allocation  Riders,
available only at issue,  and you may not terminate a Rider after issue,  unless
otherwise  stated.  The  amount of the  charge is equal to a  percentage,  on an
annual  basis,  of your  Contract  Value.  Each  Rider and its charge are listed
below. Your total Rider charges may not exceed 1.00% of Contract Value.

   GUARANTEED  MINIMUM  INCOME  BENEFIT.  This Rider  makes  available a minimum
amount for the  purchase of a fixed  Annuity  ("Minimum  Income  Benefit").  The
Minimum  Income Benefit is equal to Purchase  Payments,  net of any Premium tax,
less an adjustment  for  Withdrawals,  increased at an annual  effective rate of
interest of 3%, 4%, 5% or 6%, as elected in the application.  The Minimum Income
Benefit may be applied to purchase a fixed  Annuity  under Option 2, life income
with a 10-year  period  certain,  or Option 4,  joint and last  survivor  with a
10-year period certain, within 30 days of any Contract Anniversary following the
10th Contract Anniversary. The charge for this Rider is as follows:

                        --------------------------------
                        INTEREST RATE       RIDER CHARGE
                        --------------------------------
                             3%                0.15%
                             4%                0.20%
                             5%                0.30%
                             6%                0.35%
                        --------------------------------

See "Guaranteed Minimum Income Benefit," page 21.

   ANNUAL STEPPED UP DEATH BENEFIT. This Rider makes available an enhanced death
benefit  upon the  death of the Owner or any Joint  Owner  prior to the  Annuity
Start Date.  The death  benefit  under this Rider will be the  greatest  of: (1)
purchase  payments,  less any withdrawals and withdrawal  charges;  (2) Contract
Value on the date due  proof of the  Owner's  death and  instructions  regarding
payment are received by Security  Benefit;  or (3) the Stepped Up Death Benefit.
The Stepped Up Death Benefit is the largest result for the following calculation
as of the  date of  receipt  of  instructions  regarding  payment  of the  death
benefit:

*  The largest of (1) or (2) above on any Contract Anniversary that occurs prior
   to the oldest Owner attaining age 81, plus

*  Any  purchase  payments  received by Security  Benefit  since the  applicable
   Contract Anniversary; less

*  An  adjustment  for any  withdrawals  and  withdrawal  charges made since the
   applicable anniversary.

The charge for this Rider is 0.20%.  See "Annual Stepped Up Death Benefit," page
21.

   GUARANTEED GROWTH DEATH BENEFIT. This Rider makes available an enhanced death
benefit  upon the  death of the Owner or any Joint  Owner  prior to the  Annuity
Start Date.  The death  benefit  under this Rider will be the  greatest  of: (1)
purchase  payments,  less any withdrawals and withdrawal  charges;  (2) Contract
Value on the date due  proof of the  Owner's  death and  instructions  regarding
payment are received by Security  Benefit;  or (3) the  Guaranteed  Growth Death
Benefit.  The  Guaranteed  Growth  Death  Benefit is an amount equal to purchase
payments,  net of any  premium  tax,  less an  adjustment  for any  withdrawals,
increased  at an annual  effective  rate of 3%,  4%, 5% or 6%, as elected in the
application. The charge for this Rider is as follows:

                        --------------------------------
                        INTEREST RATE       RIDER CHARGE
                        --------------------------------
                             3%                0.10%
                             4%                0.15%
                             5%                0.20%
                             6%                0.25%
                        --------------------------------

See "Guaranteed Growth Death Benefit," page 21.

   COMBINED  ANNUAL STEPPED UP AND GUARANTEED  GROWTH DEATH BENEFIT.  This rider
makes  available  an enhanced  death  benefit upon the death of the Owner or any
Joint Owner prior to the Annuity Start Date.  The death benefit under this Rider
will be the  greatest  of:  (1)  purchase  payments,  less any  withdrawals  and
withdrawal  charges;  (2)  Contract  Value on the date due proof of the  Owner's
death and instructions  regarding payment are received by Security Benefit;  (3)
the Annual Stepped Up Death Benefit (as described  above); or (4) the Guaranteed
Growth Death  Benefit at 5% (as described  above).  The charge for this Rider is
0.25%.  See "Combined  Annual Stepped Up and Guaranteed  Growth Death  Benefit,"
page 22.

   COMBINED  GUARANTEED  GROWTH  DEATH  BENEFIT AND  GUARANTEED  MINIMUM  INCOME
BENEFIT.  This Rider makes  available  an enhanced  death  benefit and a minimum
amount for the purchase of a fixed  Annuity as described  above.  The charge for
this Rider varies based upon the interest rate selected as set forth below:

                        --------------------------------
                        INTEREST RATE       RIDER CHARGE
                        --------------------------------
                             3%                0.25%
                             4%                0.40%
                             5%                0.50%
                             6%                0.60%
                        --------------------------------

See "Combined  Guaranteed  Growth Death Benefit and  Guaranteed  Minimum  Income
Benefit Rider," page 22 for more information.

   EXTRA CREDIT.  This Rider makes available a Credit  Enhancement,  which is an
amount added to your Contract Value by Security  Benefit.  You may purchase this
Rider at issue or after the Contract  Date.  If you purchase at issue,  Security
Benefit  will  add a  Credit  Enhancement  equal  to  3%,  4% or 5% of  purchase
payments,  as elected in the application,  for each purchase payment made in the
first Contract Year. If you purchase the Rider after the Contract Date, Security
Benefit will add a ONE-TIME  Credit  Enhancement  to your  Contract  Value in an
amount equal to 3%, 4% or 5% of Contract Value,  as elected in the  application.
In the event of a full or partial  withdrawal,  Security  Benefit will recapture
all or part of any Credit Enhancement that has not yet vested.  Security Benefit
will deduct the charge for this Rider during the seven-year  period beginning on
the date of the Rider's issue and you may not terminate this Rider, nor purchase
another Extra Credit Rider, during that period. The charge for this Rider varies
based upon the interest rate selected as set forth below:

                        --------------------------------
                        INTEREST RATE       RIDER CHARGE
                        --------------------------------
                             3%                0.25%
                             4%                0.40%
                             5%                0.50%
                        --------------------------------

See "Extra Credit," page 22.

   WAIVER  OF  WITHDRAWAL  CHARGE.  This  Rider  makes  available  a  waiver  of
withdrawal  charge in the event of your confinement to a nursing home,  terminal
illness,  or total and  permanent  disability  prior to age 65. If you have also
purchased  an Extra  Credit  Rider you will  forfeit  all or part of any  Credit
Enhancements  applied during the 12 months preceding any withdrawal  pursuant to
this  Rider.  The  charge  for this Rider is 0.05%.  See  "Waiver of  Withdrawal
Charge," page 23.

   ASSET  ALLOCATION.  This Rider makes  available  transfers of Contract  Value
among the  Subaccounts  on a monthly,  quarterly,  semiannual or annual basis to
maintain a set  percentage in certain  Subaccounts as instructed by the Owner or
an  investment  adviser.  Security  Benefit,  through  its  investment  advisory
subsidiary, will select the investment adviser. You may cancel this Rider at any
time  by  written  request  to  Security  Benefit.  This  Rider  will  terminate
automatically:  (1) on the Annuity  Start Date; or (2) upon  resignation  of the
adviser. The charge for this Rider is 0.40%. See "Asset Allocation," page 23.

   ADMINISTRATION CHARGE. Security Benefit deducts a daily administration charge
equal to an annual rate of 0.15% of each Subaccount's  average daily net assets.
See "Administration Charge," page 20.

   ACCOUNT ADMINISTRATION CHARGE.  Security Benefit deducts an account charge of
$30.00 at each Contract  Anniversary.  Security Benefit will waive the charge if
your Contract Value is $50,000 or more on the date the charge is to be deducted.
See "Account Administration Charge," page 20.

   PREMIUM  TAX  CHARGE.  Security  Benefit  assesses  a premium  tax  charge to
reimburse  itself  for any  premium  taxes that it incurs  with  respect to this
Contract. This charge will usually be deducted on the Annuity Start Date or upon
a full or partial  withdrawal if a premium tax was incurred by Security  Benefit
and is not refundable.  Security Benefit reserves the right to deduct such taxes
when due or anytime  thereafter.  Premium tax rates  currently  range from 0% to
3.5%. See "Premium Tax Charge," page 20.

   OTHER EXPENSES.  Security Benefit pays the operating expenses of the Separate
Account. Investment advisory fees and operating expenses of SBL Fund are paid by
the Fund and are reflected in the net asset value of the Fund shares.  The Owner
indirectly  bears  a pro  rata  portion  of  such  fees  and  expenses.  See the
prospectus for SBL Fund for more information.

CONTACTING SECURITY BENEFIT -- You should direct all written requests,  notices,
and forms  required by the Contract,  and any questions or inquiries to Security
Benefit Life Insurance Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by
phone by calling (785) 431-3112 or 1-800-888-2461, extension 3112.

EXPENSE TABLE

   The purpose of this table is to assist you in understanding the various costs
and expenses that you will bear directly and indirectly if you allocate Contract
Value to the Subaccounts.  The table reflects any contractual charges,  expenses
of the Separate Account, optional Rider charges, and charges and expenses of SBL
Fund.  The table does not reflect  premium  taxes that may be imposed by various
jurisdictions.  See "Premium Tax Charge," page 20. The information  contained in
the table is not generally applicable to amounts allocated to the Fixed Account.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  page 19. For a more  complete  description  of the SBL Fund's
costs  and  expenses,  see the  SBL  Fund  prospectus,  which  accompanies  this
Prospectus.

================================================================================
CONTRACTUAL EXPENSES
--------------------------------------------------------------------------------
Sales Load on Purchase Payments .......................................   None
Contingent Deferred Sales Charge (as a percentage of amount withdrawn
  attributable to Purchase Payments and Credit Enhancements) ..........   7%(1)
Transfer Fee (per transfer) ...........................................   None
Annual Account Administration Charge ..................................   $30(2)
================================================================================


================================================================================
ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of each Subaccount's average daily net assets)
--------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge ............................   0.85%(3)
Annual Administration Charge ........................................   0.15%
                                                                        ----
Total Separate Account Annual Expenses ..............................   1.00%
================================================================================


================================================================================
OPTIONAL RIDER EXPENSES
(as a percentage of Contract Value)
--------------------------------------------------------------------------------
                                                             INTEREST     RIDER
                                                               RATE       CHARGE
--------------------------------------------------------------------------------
                                                                3%        0.15%
Guaranteed Minimum                                              4%        0.20%
Income Benefit Rider                                            5%        0.30%
                                                                6%        0.35%
--------------------------------------------------------------------------------
Annual Stepped Up Death Benefit Rider                          ---        0.20%
--------------------------------------------------------------------------------
                                                                3%        0.10%
Guaranteed Growth                                               4%        0.15%
Death Benefit Rider                                             5%        0.20%
                                                                6%        0.25%
--------------------------------------------------------------------------------
Combined Annual Stepped Up and
Guaranteed Growth Death Benefit Rider                           5%        0.25%
--------------------------------------------------------------------------------
                                                                3%        0.25%
Combined Guaranteed Growth Death Benefit                        4%        0.40%
and Guaranteed Minimum Income Benefit Rider                     5%        0.50%
                                                                6%        0.60%
--------------------------------------------------------------------------------
                                                                3%        0.45%
Extra Credit Rider                                              4%        0.60%
                                                                5%        0.75%
--------------------------------------------------------------------------------
Waiver of Withdrawal Charge Rider                               ---       0.05%
--------------------------------------------------------------------------------
Asset Allocation Rider                                          ---       0.40%
================================================================================


================================================================================
ANNUAL MUTUAL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
--------------------------------------------------------------------------------
                                       ADVISORY      OTHER        TOTAL MUTUAL
                                        FEE(4)    EXPENSES(5)   FUND EXPENSES(4)
                                       --------   -----------   ----------------
Equity (Series A)...................    0.75%        0.06%           0.81%
Large Cap Value (Series B)..........    0.75%        0.07%           0.82%
Money Market (Series C).............    0.50%        0.07%           0.57%
Global (Series D)...................    1.00%        0.21%           1.21%
Diversified Income (Series E).......    0.75%        0.07%           0.82%
Large Cap Growth (Series G).........    1.00%        0.36%           1.36%
Enhanced Index (Series H)...........    0.75%        0.29%           1.04%
International (Series I)............    1.10%        1.15%           2.25%
Mid Cap Growth (Series J)...........    0.75%        0.07%           0.82%
Global Strategic Income (Series K)..    0.75%        0.87%           1.62%
Capital Growth (Series L)...........    1.00%        0.36%           1.36%
Global Total Return (Series M)......    1.00%        0.36%           1.36%
Managed Asset Allocation (Series N).    1.00%        0.17%           1.17%
Equity Income (Series O)............    1.00%        0.09%           1.09%
High Yield (Series P)...............    0.75%        0.11%           0.86%
Small Cap Value (Series Q)..........    1.00%        0.36%           1.36%
Social Awareness (Series S).........    0.75%        0.07%           0.82%
Technology (Series T)...............    1.00%        0.95%           1.95%
Mid Cap Value (Series V)............    0.75%        0.09%           0.84%
Main Street Growth and Income(R)
  (Series W)........................    1.00%        0.22%           1.22%
Small Cap Growth (Series X).........    1.00%        0.33%           1.33%
Select 25 (Series Y)................    0.75%        0.22%           0.97%
--------------------------------------------------------------------------------
1.  The  amount  of the  contingent  deferred  sales  charge  is  determined  by
    reference  to how long your  purchase  payments  have  been  held  under the
    Contract.  A free withdrawal is available in each Contract Year equal to (1)
    10% of purchase payments in the first Contract Year, and (2) 10% of Contract
    Value as of the beginning of the Contract Year in each  subsequent  Contract
    Year. See "Full and Partial  Withdrawals," page 17 and "Contingent  Deferred
    Sales Charge," page 19 for more information.

2.  A  pro  rata  account  administration  charge  is  deducted  (1)  upon  full
    withdrawal  of Contract  Value;  (2) upon the  Annuity  Start Date if one of
    Annuity  Options 1 through 4, 7 or 8 is elected;  and (3) upon  payment of a
    death  benefit.  The  account  administration  charge will be waived if your
    Contract Value is $50,000 or more upon the date it is to be deducted.

3.  The  mortality and expense risk charge is reduced for larger  Contracts,  as
    set forth in the table below.

4.  During the fiscal year ended  December  31,  1999,  the  Investment  adviser
    waived the advisory fees of Series P and Series X. There can be no assurance
    that the Investment  Adviser will continue to waive the Series advisory fees
    after  December 31, 1999.  Expense  information  for Series P and X has been
    restated to reflect the fees that would have been  applicable had there been
    no fee waiver.

5.  Other  Expenses for Series G, Series H, Series I, Series L, Series Q, Series
    T,  Series W and Series Y are based on  estimated  amounts  for the  current
    fiscal year.
================================================================================

EXAMPLES -- The examples presented below assume the maximum separate account and
optional  rider charges of 2.00%.  The examples show the expenses that you would
pay at the end of one,  three,  five or ten  years  (except  for the  Large  Cap
Growth,  Enhanced  Index,  International,   Capital  Growth,  Small  Cap  Value,
Technology,  Main Street Growth & Income(R) and Select 25 Subaccounts which show
expenses for only the one and three year  periods).  The  information  presented
applies if, at the end of those time periods,  the Contract is (1)  surrendered,
or (2) annuitized or otherwise not surrendered. The examples show expenses based
upon an  allocation  of $1,000  to each of the  Subaccounts  and a  hypothetical
return of 5%.  For those  Contracts  that do not  elect  the  maximum  amount of
Riders,  or with  Contract  Value in excess of $25,000,  the  expenses  would be
reduced.

   YOU SHOULD NOT CONSIDER THE EXAMPLES BELOW A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL  EXPENSES  MAY BE GREATER OR LESSER THAN THOSE  SHOWN.  THE 5%
RETURN  ASSUMED IN THE EXAMPLES IS  HYPOTHETICAL  AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ACTUAL RETURNS,  WHICH MAY BE GREATER OR LESSER
THAN THE ASSUMED AMOUNT.

   Example -- You would pay the expenses shown below assuming full withdrawal of
the Contract at the end of the applicable time period:

--------------------------------------------------------------------------------
                                                   1       3        5       10
                                                 YEAR    YEARS    YEARS    YEARS
--------------------------------------------------------------------------------
Equity Subaccount.............................   $103    $175     $240     $415
Large Cap Value Subaccount....................    103     176      240      416
Money Market Subaccount.......................    100     169      229      395
Global Subaccount.............................    107     186      258      449
Diversified Income Subaccount.................    103     176      240      416
Large Cap Growth Subaccount...................    108     190      ---      ---
Enhanced Index Subaccount.....................    105     182      ---      ---
International Subaccount......................    117     214      ---      ---
Mid Cap Growth Subaccount.....................    103     176      240      416
Global Strategic Income Subaccount............    111     197      276      481
Capital Growth Subaccount.....................    108     190      ---      ---
Global Total Return Subaccount................    108     190      264      461
Managed Asset Allocation Subaccount...........    106     185      256      445
Equity Income Subaccount......................    105     183      252      439
High Yield Subaccount.........................    103     177      242      420
Small Cap Value Subaccount....................    108     190      ---      ---
Social Awareness Subaccount...................    103     176      240      416
Technology Subaccount.........................    114     206      ---      ---
Mid Cap Value Subaccount......................    103     176      241      418
Main Street Growth and Income(R) Subaccount...    107     187      ---      ---
Small Cap Growth Subaccount...................    108     190      263      458
Select 25 Subaccount..........................    104     180      ---      ---
--------------------------------------------------------------------------------

   Example -- You would pay the expenses shown below assuming no withdrawals:

--------------------------------------------------------------------------------
                                                   1       3        5       10
                                                 YEAR    YEARS    YEARS    YEARS
--------------------------------------------------------------------------------
Equity Subaccount.............................   $40     $120     $202     $415
Large Cap Value Subaccount....................    40      120      203      416
Money Market Subaccount.......................    37      113      191      395
Global Subaccount.............................    44      132      221      449
Diversified Income Subaccount.................    40      120      203      416
Large Cap Growth Subaccount...................    45      136      ---      ---
Enhanced Index Subaccount.....................    42      127      ---      ---
International Subaccount......................    54      161      ---      ---
Mid Cap Growth Subaccount.....................    40      120      203      416
Global Strategic Income Subaccount............    48      143      239      481
Capital Growth Subaccount.....................    45      136      ---      ---
Global Total Return Subaccount................    45      136      228      461
Managed Asset Allocation Subaccount...........    43      130      219      445
Equity Income Subaccount......................    42      128      215      439
High Yield Subaccount.........................    40      122      205      420
Small Cap Value Subaccount....................    45      136      ---      ---
Social Awareness Subaccount...................    40      120      203      416
Technology Subaccount.........................    51      152      ---      ---
Mid Cap Value Subaccount......................    40      121      204      418
Main Street Growth and Income(R) Subaccount...    44      132      ---      ---
Small Cap Growth Subaccount...................    45      135      226      458
Select 25 Subaccount..........................    41      125     ----      ---
--------------------------------------------------------------------------------

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND

SECURITY BENEFIT LIFE INSURANCE  COMPANY -- Security Benefit is a life insurance
company  organized  under  the laws of the  State of  Kansas.  It was  organized
originally as a fraternal  benefit society and commenced  business  February 22,
1892.  It became a mutual  life  insurance  company  under its  present  name on
January 2, 1950.

   On July 31, 1998,  Security  Benefit  converted  from a mutual life insurance
company to a stock life  insurance  company  ultimately  controlled  by Security
Benefit Mutual Holding  Company,  a Kansas mutual  holding  company.  Membership
interests  of persons  who were  Owners as of July 31,  1998  became  membership
interests  in  Security  Benefit  Mutual  Holding  Company as of that date,  and
persons who acquire policies from Security Benefit after that date automatically
become members in the mutual holding company.

   Security  Benefit offers life insurance  policies and annuity  contracts,  as
well as financial and retirement services.  It is admitted to do business in the
District of Columbia,  and in all states except New York. As of the end of 1999,
Security Benefit had total assets of approximately  $8.3 billion.  Together with
its  subsidiaries,   Security  Benefit  has  total  funds  under  management  of
approximately $9.9 billion.

   The Principal  Underwriter for the Contracts is Security  Distributors,  Inc.
("SDI"), 700 SW Harrison Street, Topeka, Kansas 66636-0001. SDI is registered as
a  broker/dealer  with  the SEC and is a  wholly-owned  subsidiary  of  Security
Benefit  Group,  Inc.,  a financial  services  holding  company  wholly owned by
Security Benefit.

PUBLISHED  RATINGS  --  Security  Benefit  may  from  time  to time  publish  in
advertisements,  sales  literature and reports to Owners,  the ratings and other
information  assigned to it by one or more independent rating organizations such
as A. M. Best  Company and  Standard & Poor's.  The purpose of the ratings is to
reflect the financial strength and/or claims-paying  ability of Security Benefit
and should not be considered as bearing on the investment  performance of assets
held in the Separate Account. Each year A. M. Best Company reviews the financial
status  of  thousands  of  insurers,  culminating  in the  assignment  of Best's
Ratings.  These ratings reflect their current opinion of the relative  financial
strength and operating  performance of an insurance company in comparison to the
norms of the life/health  insurance  industry.  In addition,  the  claims-paying
ability of Security Benefit as measured by Standard & Poor's  Insurance  Ratings
Services may be referred to in  advertisements or sales literature or in reports
to Owners.  These  ratings are  opinions  of an  operating  insurance  company's
financial capacity to meet the obligations of its insurance and annuity policies
in  accordance  with their  terms.  Such  ratings do not reflect the  investment
performance  of the Separate  Account or the degree of risk  associated  with an
investment in the Separate Account.

SEPARATE  ACCOUNT -- Security  Benefit  established  the Separate  Account under
Kansas law on June 26, 2000. The Contract  provides that the income,  gains,  or
losses of the  Separate  Account,  whether or not  realized,  are credited to or
charged  against  the assets of the  Separate  Account  without  regard to other
income, gains, or losses of Security Benefit. Kansas law provides that assets in
a separate account  attributable to the reserves and other  liabilities  under a
contract may not be charged  with  liabilities  arising from any other  business
that the  insurance  company  conducts  if, and to the extent  the  contract  so
provides.  The Contract  contains  such a provision.  Security  Benefit owns the
assets in the Separate Account and is required to maintain  sufficient assets in
the  Separate  Account  to meet  all  Separate  Account  obligations  under  the
Contract.  Security  Benefit may  transfer to its  General  Account  assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  are general  corporate  obligations  of Security  Benefit.
Security  Benefit  may invest its own assets in the  Separate  Account for other
purposes,  but not to support  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.

   The Separate Account is currently  divided into twenty-two  Subaccounts.  The
Contract  provides that the income,  gains and losses,  whether or not realized,
are  credited  to, or charged  against,  the assets of each  Subaccount  without
regard to the income, gains or losses in the other Subaccounts.  Each Subaccount
invests  exclusively  in shares of a specific  Series of the SBL Fund.  Security
Benefit  may in the future  establish  additional  Subaccounts  of the  Separate
Account,  which  may  invest  in  other  Series  of the  SBL  Fund  or in  other
securities, mutual funds, or investment vehicles.

   The Separate  Account is registered with the SEC as a unit  investment  trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

SBL FUND -- SBL Fund is an open-end management  investment company of the series
type. It is registered with the SEC under the 1940 Act. Such  registration  does
not involve  supervision by the SEC of the  investments or investment  policy of
the Fund. SBL Fund currently has twenty-two separate portfolios ("Series"), each
of which pursues different investment objectives and policies.

   Shares of the Fund  currently  are  offered  only for  purchase  by  separate
accounts of Security Benefit to serve as an investment  medium for variable life
insurance  policies and variable annuity  contracts issued by Security  Benefit.
Thus,  SBL Fund serves as an investment  medium for both variable life insurance
policies and variable annuity contracts.  This is called "mixed funding." Shares
of SBL  Fund  also  may be sold in the  future  to  separate  accounts  of other
insurance  companies,  both affiliated and not affiliated with Security Benefit.
This is called "shared funding." Security Benefit currently does not foresee any
disadvantages  to Owners arising from either mixed or shared  funding;  however,
due to differences in tax treatment or other considerations, it is theoretically
possible  that the  interests of owners of various  contracts for which SBL Fund
serves  as an  investment  medium  might at some time be in  conflict.  However,
Security  Benefit,  the  Fund's  Board of  Directors,  and any  other  insurance
companies  that  participate  in SBL Fund in the future are  required to monitor
events in order to identify  any material  conflicts  that arise from the use of
the Fund for mixed  and/or  shared  funding.  SBL Fund's  Board of  Directors is
required to determine what action,  if any, should be taken in the event of such
a conflict. If such a conflict were to occur, Security Benefit might be required
to withdraw  the  investment  of one or more of its separate  accounts  from SBL
Fund. This might force the Fund to sell securities at disadvantageous prices.

   A summary of the investment objective of each Series of SBL Fund is set forth
below.  We cannot  assure  that any Series  will  achieve  its  objective.  More
detailed  information is contained in the  accompanying  prospectus of SBL Fund,
including   information  on  the  risks  associated  with  the  investments  and
investment techniques of each Series.

   SBL  FUND'S  PROSPECTUS  ACCOMPANIES  THIS  PROSPECTUS  AND  SHOULD  BE  READ
CAREFULLY BEFORE INVESTING.

SERIES A (EQUITY  SERIES) -- Amounts that you allocate to the Equity  Subaccount
are  invested  in  Series  A. The  investment  objective  of Series A is to seek
long-term  capital  growth by  investing in a broadly  diversified  portfolio of
common stocks,  securities  convertible  into common stocks,  preferred  stocks,
bonds and other debt securities.

SERIES B (LARGE CAP VALUE  SERIES) -- Amounts that you allocate to the Large Cap
Value  Subaccount are invested in Series B. Series B seeks  long-term  growth of
capital  with  secondary  emphasis on income by  investing  in various  types of
securities,  including common stocks,  convertible securities,  preferred stocks
and debt  securities.  Series B's  investments  in debt  securities  may include
securities rated below investment grade. Series B may also temporarily invest in
government bonds or commercial paper.

SERIES C (MONEY MARKET  SERIES) -- Amounts that you allocate to the Money Market
Subaccount are invested in Series C. The investment  objective of Series C is to
provide  as high a level of  current  income as is  consistent  with  preserving
capital.  It invests in high quality money market instruments with maturities of
not longer than thirteen months.

SERIES D (GLOBAL  SERIES) -- Amounts that you allocate to the Global  Subaccount
are  invested  in  Series  D. The  investment  objective  of Series D is to seek
long-term growth of capital  primarily  through  investment in common stocks and
equivalents of companies domiciled in foreign countries and the United States.

SERIES E  (DIVERSIFIED  INCOME  SERIES)  --  Amounts  that you  allocate  to the
Diversified Income Subaccount are invested in Series E. The investment objective
of Series E is to provide  current  income with security of principal.  Series E
seeks  to  achieve  this  investment  objective  by  investing  primarily  in  a
diversified  portfolio of investment grade debt securities.  The debt securities
in which Series E invests will  primarily be domestic  securities,  but may also
include dollar denominated foreign securities.

SERIES G (LARGE CAP GROWTH SERIES) -- Amounts that you allocate to the Large Cap
Growth Subaccount are invested in Series G. The investment objective of Series G
is to seek long-term capital growth by investing  primarily in equity securities
of large capitalization companies (defined as companies whose total market value
is at least $5 billion at the time of purchase).

SERIES H (ENHANCED  INDEX  SERIES) -- Amounts  that you allocate to the Enhanced
Index Subaccount are invested in Series H. The investment  objective of Series H
is to seek to outperform the S&P 500 Index through stock selection  resulting in
different weightings of common stocks relative to the index.

SERIES  I   (INTERNATIONAL   SERIES)  --  Amounts   that  you  allocate  to  the
International  Subaccount are invested in Series I. The investment  objective of
Series I is to seek long-term  capital  appreciation  by investing  primarily in
non-U.S. equity securities and other securities with equity characteristics.

SERIES J (MID CAP GROWTH  SERIES) -- Amounts  that you  allocate  to the Mid Cap
Growth Subaccount are invested in Series J. The investment objective of Series J
is to seek capital  appreciation  through  investment  in a broadly  diversified
portfolio of securities which may include common stocks,  preferred stocks, debt
securities and securities convertible into common stocks.

SERIES K (GLOBAL  STRATEGIC  INCOME  SERIES) -- Amounts that you allocate to the
Global  Strategic  Income  Subaccount  are invested in Series K. The  investment
objective  of  Series K is to seek  high  current  income  and,  as a  secondary
objective,  capital  appreciation  by investing in a combination  of foreign and
domestic  high-yield,  lower  rated  debt  securities  (commonly  known as "junk
bonds").

SERIES L (CAPITAL  GROWTH  SERIES) -- Amounts  that you  allocate to the Capital
Growth Series are invested in Series L. The investment  objective of Series L is
to seek growth of capital by pursuing  aggressive  investment policies primarily
in equity securities of U. S. companies.

SERIES M (GLOBAL TOTAL RETURN SERIES) -- Amounts that you allocate to the Global
Total Return  Subaccount are invested in Series M. The  investment  objective of
Series M is to seek high total return  consisting  of capital  appreciation  and
current  income.  Series M seeks this  objective  through asset  allocation  and
security selection by investing in a diversified  portfolio of global equity and
bond securities.

SERIES N (MANAGED ASSET  ALLOCATION  SERIES) -- Amounts that you allocate to the
Managed Asset  Allocation  Subaccount  are invested in Series N. The  investment
objective  of  Series N is to seek a high  level of total  return  by  investing
primarily in a diversified portfolio of debt and equity securities.

SERIES O (EQUITY  INCOME  SERIES) --  Amounts  that you  allocate  to the Equity
Income Subaccount are invested in Series O. The investment objective of Series O
is to seek to provide substantial  dividend income and also capital appreciation
by  investing   primarily  in  dividend-paying   common  stocks  of  established
companies.

SERIES P (HIGH  YIELD  SERIES) -- Amounts  that you  allocate  to the High Yield
Subaccount are invested in Series P. The investment  objective of Series P is to
seek high current income. Capital appreciation is a secondary objective.  Series
P seeks its objectives by investing  primarily in higher  yielding,  higher risk
debt securities (commonly referred to as "junk bonds").

SERIES Q (SMALL CAP VALUE  SERIES) -- Amounts that you allocate to the Small Cap
Value Series are invested in Series Q. The  investment  objective of Series Q is
to seek  capital  growth by  investing  in  securities  of small  capitalization
companies  (defined  as  companies  with a market  capitalization  substantially
similar  to that of  companies  in the  Russell  2500(TM)  Index  at the time of
investment).

SERIES S (SOCIAL  AWARENESS  SERIES) -- Amounts  that you allocate to the Social
Awareness  Subaccount  are  invested in Series S. The  investment  objective  of
Series S is to seek  capital  appreciation  by  investing  in  various  types of
securities  which meet certain social criteria  established for the Series.  The
Series also may invest in  companies  that are included in the Domini 400 Social
IndexSM,  which  companies  will be  deemed to comply  with the  Series'  social
criteria.  Series S will invest in a  diversified  portfolio  of common  stocks,
convertible  securities,  preferred  stocks  and debt  securities.  Series S may
temporarily invest in government bonds or commercial paper.

SERIES T  (TECHNOLOGY  SERIES) -- Amounts  that you  allocate to the  Technology
Subaccount are invested in Series T. The investment  objective of Series T is to
seek long-term  capital  appreciation  by investing in the equity  securities of
technology companies.

SERIES V (MID CAP VALUE  SERIES) --  Amounts  that you  allocate  to the Mid Cap
Value Subaccount are invested in Series V. The investment  objective of Series V
is to seek long-term  growth of capital by investing in a diversified  portfolio
consisting primarily of common stocks. The Series will invest in stocks that the
Investment Adviser believes are undervalued relative to assets, earnings, growth
potential or cash flow.

SERIES W (MAIN STREET GROWTH AND INCOME(R)  SERIES) -- Amounts that you allocate
to the Main Street Growth and Income(R) Subaccount are invested in Series W. The
investment  objective of Series W is to seek high total return  (which  includes
growth in the value of its shares as well as  current  income)  from  equity and
debt securities.

SERIES X (SMALL CAP GROWTH SERIES) -- Amounts that you allocate to the Small Cap
Growth Subaccount are invested in Series X. The investment objective of Series X
is to seek  long-term  growth of capital by investing  primarily in domestic and
foreign  equity  securities  of  small  capitalization   companies  (defined  as
companies  with  a  market  capitalization  substantially  similar  to  that  of
companies in the Russell 2000(TM) Index at the time of investment).

SERIES Y (SELECT  25  SERIES)  --  Amounts  that you  allocate  to the Select 25
Subaccount are invested in Series Y. The investment  objective of Series Y is to
seek  long-term  growth of capital by  concentrating  its  investments in a core
position  of 20-30  common  stocks  of growth  companies  which  have  exhibited
consistent above average earnings or revenue growth.

THE  INVESTMENT  ADVISER -- Security  Management  Company,  LLC, 700 SW Harrison
Street, Topeka, Kansas 66636, serves as Investment Adviser to each Series of SBL
Fund.  The  Investment  Adviser  is  registered  with  the SEC as an  investment
adviser.  The Investment Adviser formulates and implements  continuing  programs
for the  purchase  and sale of  securities  in  compliance  with the  investment
objectives,  policies,  and restrictions of each Series,  and is responsible for
the day to day  decisions  to buy and  sell  securities  for the  Series  except
Global, Enhanced Index, International,  Global Strategic Income, Capital Growth,
Global Total Return,  Managed Asset Allocation,  Equity Income, Small Cap Value,
Technology,  Main Street Growth and Income(R),  and Small Cap Growth Series. See
the  accompanying  SBL Fund prospectus for details.  The Investment  Adviser has
engaged  OppenheimerFunds,  Inc.,  Two World Trade  Center,  New York,  New York
10048-0203,  to provide  investment  advisory services to Global Series and Main
Street Growth and Income(R) Series;  Bankers Trust Company,  130 Liberty Street,
New York, New York 10006, to provide  investment  advisory  services to Enhanced
Index Series and International Series; T. Rowe Price Associates,  Inc., 100 East
Pratt Street, Baltimore, Maryland 21202, to provide investment advisory services
to  Managed  Asset  Allocation  Series  and  Equity  Income  Series;  Wellington
Management Company LLP, 75 State Street, Boston, MA 02109, to provide investment
advisory services to Global Strategic Income Series,  Global Total Return Series
and Technology  Series;  Strong  Capital  Management  Corporation,  100 Heritage
Reserve, Menomonee,  Wisconsin 53051, to provide investment advisory services to
Small Cap  Value  Series  and Small Cap  Growth  Series;  and  Alliance  Capital
Management  L.P.,  1345  Avenue of the  Americas,  New York,  New York  10105 to
provide investment advisory services to Capital Growth Series.

THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a flexible purchase payment deferred variable annuity. To the extent that you
allocate  all or a portion of your  purchase  payments to the  Subaccounts,  the
Contract is significantly  different from a fixed annuity contract in that it is
the Owner  under a Contract  who  assumes  the risk of  investment  gain or loss
rather than  Security  Benefit.  When you are ready to begin  receiving  annuity
payments,  the Contract  provides  several  Annuity Options under which Security
Benefit will pay periodic annuity payments on a variable basis, a fixed basis or
both, beginning on the Annuity Start Date. The amount that will be available for
annuity payments will depend on the investment performance of the Subaccounts to
which you have allocated  purchase  payments and the amount of interest credited
on Contract Value that you have allocated to the Fixed Account.

   The  Contract  is  available  for  purchase  by an  individual  as a  non-tax
qualified retirement plan ("Non-Qualified  Plan"). The Contract is also eligible
for purchase in connection with certain tax qualified retirement plans that meet
the  requirements of Section 403(b),  408, or 408A of the Internal  Revenue Code
("Qualified  Plan").  Certain federal tax advantages are currently  available to
retirement  plans that qualify as (1) annuity  purchase  plans of public  school
systems  and certain  tax-exempt  organizations  under  Section  403(b),  or (2)
individual  retirement accounts or annuities,  including those established by an
employer as a simplified  employee pension plan, under Section 408. Joint Owners
are permitted only on a Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT -- If you wish to purchase a Contract, you may submit
an application and an initial purchase payment to Security  Benefit,  as well as
any other form or  information  that  Security  Benefit  may  require.  Security
Benefit  reserves the right to reject an application or purchase payment for any
reason,  subject to Security Benefit's underwriting standards and guidelines and
any applicable state or federal law relating to nondiscrimination.

   The maximum age of an Owner or Annuitant  for which a Contract will be issued
is age 90. If there are Joint Owners or  Annuitants,  the maximum issue age will
be determined by reference to the older Owner or Annuitant.

PURCHASE  PAYMENTS -- The minimum initial purchase payment for the purchase of a
Contract  is $10,000.  Thereafter,  you may choose the amount and  frequency  of
purchase payments,  except that the minimum subsequent purchase payment is $500.
The minimum  subsequent  purchase  payment if you elect an Automatic  Investment
Program  is $50.  Security  Benefit  may  reduce the  minimum  purchase  payment
requirement under certain circumstances.  Purchase payments exceeding $1 million
will not be accepted without prior approval of Security Benefit.

   Security  Benefit will apply the initial  purchase payment not later than the
end of the second  Valuation  Date after the  Valuation  Date it is  received by
Security Benefit;  provided that the purchase payment is preceded or accompanied
by an application that contains  sufficient  information to establish an account
and properly credit such purchase payment. The application form will be provided
by  Security   Benefit.   If  Security  Benefit  does  not  receive  a  complete
application,  Security  Benefit  will  notify  you  that it does  not  have  the
necessary  information to issue a Contract.  If you do not provide the necessary
information to Security  Benefit within five Valuation Dates after the Valuation
Date on which Security Benefit first receives the initial purchase payment or if
Security  Benefit  determines it cannot  otherwise issue the Contract,  Security
Benefit  will return the initial  purchase  payment to you unless you consent to
Security  Benefit  retaining the purchase  payment until the application is made
complete.

   Security Benefit will credit  subsequent  purchase  payments as of the end of
the Valuation  Period in which they are received by Security Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the Annuity Start Date, so long as the Owner is living. Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code. Subsequent purchase payments may be
paid  under an  Automatic  Investment  Program.  The  initial  purchase  payment
required must be paid before the Automatic  Investment  Program will be accepted
by Security Benefit.

ALLOCATION OF PURCHASE PAYMENTS -- In an application for a Contract,  you select
the  Subaccounts  or the  Fixed  Account  to  which  purchase  payments  will be
allocated.  Purchase  payments will be allocated  according to your instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than $25.00 per payment being  allocated to any one Subaccount or the Fixed
Account.  The  allocations  may be a whole dollar amount or a whole  percentage.
Available  allocation  alternatives  include the twenty-two  Subaccounts and the
Fixed Account.

   You may change the purchase payment  allocation  instructions by submitting a
proper written  request to Security  Benefit's  Home Office.  A proper change in
allocation  instructions  will be effective upon receipt by Security  Benefit at
its Home  Office  and will  continue  in  effect  until  you  submit a change in
instructions to Security Benefit.  You may make changes in your purchase payment
allocation   and  changes  to  an  existing   Dollar  Cost  Averaging  or  Asset
Reallocation  Option by telephone provided the Telephone Transfer section of the
application  or  an  Authorization  for  Telephone  Requests  form  is  properly
completed,  signed, and filed at Security Benefit's Home Office.  Changes in the
allocation  of future  purchase  payments  have no effect on  existing  Contract
Value. You may,  however,  transfer Contract Value among the Subaccounts and the
Fixed Account in the manner described in "Transfers of Contract Value," page 15.

DOLLAR COST AVERAGING  OPTION -- Prior to the Annuity Start Date, you may dollar
cost  average  your  Contract  Value by  authorizing  Security  Benefit  to make
periodic  transfers of Contract  Value from any one Subaccount to one or more of
the other Subaccounts. Dollar cost averaging is a systematic method of investing
in which  securities are purchased at regular  intervals in fixed dollar amounts
so that the cost of the  securities  gets  averaged  over time and possibly over
various market cycles.  The option will result in the transfer of Contract Value
from one Subaccount to one or more of the other Subaccounts. Amounts transferred
under this option will be credited at the price of the  Subaccount as of the end
of the Valuation Dates on which the transfers are effected. Since the price of a
Subaccount's  Accumulation  Units  will  vary,  the  amounts  transferred  to  a
Subaccount  will result in the  crediting of a greater  number of units when the
price is low and a lesser number of units when the price is high. Similarly, the
amounts  transferred  from a  Subaccount  will result in a debiting of a greater
number  of units  when the price is low and a lesser  number  of units  when the
price is high.  Dollar cost  averaging does not guarantee  profits,  nor does it
assure that you will not have losses.

   A Dollar Cost Averaging Request form is available upon request.  On the form,
you must designate whether Contract Value is to be transferred on the basis of a
specific  dollar  amount,  a fixed period or earnings  only,  the  Subaccount or
Subaccounts to and from which the transfers will be made, the desired  frequency
of the transfers,  which may be on a monthly or quarterly  basis, and the length
of time during  which the  transfers  shall  continue or the total  amount to be
transferred over time.

   After Security Benefit has received a Dollar Cost Averaging Request in proper
form at its Home Office,  Security  Benefit will transfer  Contract Value in the
amounts you designate from the Subaccount from which transfers are to be made to
the Subaccount or Subaccounts you have chosen. Security Benefit will effect each
transfer on the date you specify or if no date is  specified,  on the monthly or
quarterly anniversary, whichever corresponds to the period selected, of the date
of receipt at the Home Office of a Dollar Cost Averaging Request in proper form.
Transfers will be made until the total amount elected has been  transferred,  or
until Contract Value in the  Subaccount  from which  transfers are made has been
depleted. Amounts periodically transferred under this option are not included in
the 14  transfers  per  Contract  Year  that  are  allowed  as  discussed  under
"Transfers of Contract Value," page 15.

   You may  instruct  Security  Benefit at any time to  terminate  the option by
written request to Security  Benefit's Home Office.  In that event, the Contract
Value in the Subaccount  from which  transfers were being made that has not been
transferred will remain in that Subaccount unless you instruct us otherwise.  If
you wish to continue  transferring  on a dollar cost  averaging  basis after the
expiration  of  the  applicable  period,  the  total  amount  elected  has  been
transferred,  or the  Subaccount  has been  depleted,  or after the Dollar  Cost
Averaging Option has been canceled,  a new Dollar Cost Averaging Request must be
completed and sent to the Home Office.  Security  Benefit requires that you wait
at least a month (or a quarter  if  transfers  were made on a  quarterly  basis)
before  reinstating  Dollar Cost Averaging  after it has been terminated for any
reason.  Security  Benefit may discontinue,  modify,  or suspend the Dollar Cost
Averaging Option at any time.

   You may also dollar cost average Contract Value to or from the Fixed Account,
subject to certain restrictions described under "The Fixed Account," page 25.

ASSET REALLOCATION  OPTION -- Prior to the Annuity Start Date, you may authorize
Security  Benefit  to  automatically  transfer  Contract  Value on a  quarterly,
semiannual or annual basis to maintain a particular  percentage allocation among
the  Subaccounts.  The Contract Value  allocated to each Subaccount will grow or
decline in value at  different  rates  during  the  selected  period,  and Asset
Reallocation  automatically reallocates the Contract Value in the Subaccounts to
the allocation you selected on a quarterly,  semiannual or annual basis,  as you
select.  Asset  Reallocation  is intended to transfer  Contract Value from those
Subaccounts that have increased in value to those Subaccounts that have declined
in value.  Over time,  this  method of  investing  may help you buy low and sell
high. This investment method does not guarantee profits, nor does it assure that
you will not have losses.

   To elect this  option an Asset  Reallocation  Request in proper  form must be
received by Security Benefit at its Home Office. An Asset  Reallocation  Request
form is available  upon request.  On the form,  you must indicate the applicable
Subaccounts,  the applicable time period and the percentage of Contract Value to
be allocated to each Subaccount.

   Upon receipt of the Asset Reallocation Request,  Security Benefit will effect
a transfer or, in the case of a new Contract, will allocate the initial purchase
payment,  among the Subaccounts  based upon the  percentages  that you selected.
Thereafter,  Security  Benefit will  transfer  Contract  Value to maintain  that
allocation on each quarterly,  semiannual or annual anniversary,  as applicable,
of the date of Security Benefit's receipt of the Asset  Reallocation  Request in
proper  form.  The  amounts  transferred  will be  credited  at the price of the
Subaccount  as of the  end of the  Valuation  Date  on  which  the  transfer  is
effected. Amounts periodically transferred under this option are not included in
the 14  transfers  per  Contract  Year  that  are  allowed  as  discussed  under
"Transfers of Contract Value," page 15.

   You may instruct  Security  Benefit at any time to  terminate  this option by
written request to Security  Benefit's Home Office.  In that event, the Contract
Value in the  Subaccounts  that has not been  transferred  will  remain in those
Subaccounts  regardless  of the  percentage  allocation  unless you  instruct us
otherwise.  If you  wish  to  continue  Asset  Reallocation  after  it has  been
canceled,  a new Asset  Reallocation  Request form must be completed and sent to
Security  Benefit's Home Office.  Security Benefit may discontinue,  modify,  or
suspend,  and  reserves  the right to  charge a fee for the  Asset  Reallocation
Option at any time.

   Contract  Value  allocated to the Fixed  Account may be included in the Asset
Reallocation option, subject to certain restrictions described in "Transfers and
Withdrawals from the Fixed Account," page 26.

TRANSFERS  OF  CONTRACT  VALUE -- You may  transfer  Contract  Value  among  the
Subaccounts upon proper written request to Security  Benefit's Home Office.  You
may make transfers  (other than transfers  pursuant to the Dollar Cost Averaging
and Asset  Reallocation  Options) by telephone if the Telephone Transfer section
of the  application  or an  Authorization  for Telephone  Requests form has been
properly  completed,  signed and filed at Security  Benefit's  Home Office.  The
minimum transfer amount is $500, or the amount remaining in a given  Subaccount.
The minimum  transfer  amount does not apply to transfers  under the Dollar Cost
Averaging or Asset Reallocation Options.

   Security Benefit effects  transfers  between  Subaccounts at their respective
accumulation  unit values as of the close of the  Valuation  Period during which
the transfer request is received.

   You may also transfer Contract Value to the Fixed Account; however, transfers
from the Fixed Account to the  Subaccounts  are  restricted as described in "The
Fixed Account," page 25.

   Security  Benefit  generally  does not  limit  the  frequency  of  transfers,
although  Security  Benefit  reserves  the  right at a future  date to limit the
number of transfers to 14 in a Contract Year. Security Benefit also reserves the
right to limit the size and  frequency  of such  transfers,  and to  discontinue
telephone transfers.

CONTRACT  VALUE  -- The  Contract  Value  is the sum of the  amounts  under  the
Contract held in each Subaccount and the Fixed Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

   On each  Valuation  Date,  the  amount of  Contract  Value  allocated  to any
particular  Subaccount will be adjusted to reflect the investment  experience of
that Subaccount. See "Determination of Contract Value," below. No minimum amount
of Contract Value is guaranteed. You bear the entire investment risk relating to
the investment performance of Contract Value allocated to the Subaccounts.

DETERMINATION  OF CONTRACT  VALUE -- Your  Contract  Value will vary to a degree
that depends upon several factors, including

*  Investment  performance  of the  Subaccounts  to  which  you  have  allocated
   Contract Value,

*  Payment of purchase payments,

*  The amount of any outstanding Contract Debt,

*  Full and partial withdrawals, and

*  Charges assessed in connection with the Contract,  including  charges for any
   optional Riders selected.

The  amounts  allocated  to the  Subaccounts  will be  invested in shares of the
corresponding Series of SBL Fund. The investment  performance of the Subaccounts
will  reflect  increases  or  decreases  in the net asset value per share of the
corresponding  Series and any dividends or  distributions  declared by a Series.
Any dividends or distributions from any Series of the Fund will be automatically
reinvested in shares of the same Series,  unless Security Benefit,  on behalf of
the Separate Account, elects otherwise.

   Assets in the  Subaccounts  are divided into  Accumulation  Units,  which are
accounting units of measure used to calculate the value of a Owner's interest in
a Subaccount. When you allocate purchase payments to a Subaccount, your Contract
is credited with  Accumulation  Units.  The number of  Accumulation  Units to be
credited is  determined  by dividing  the dollar  amount,  including  any Credit
Enhancements,  allocated  to the  particular  Subaccount  by the  price  for the
Subaccount's  Accumulation  Units as of the end of the Valuation Period in which
the purchase  payment is credited.  In addition,  other  transactions  including
loans, full or partial withdrawals, transfers, and assessment of certain charges
against  the  Contract  affect the number of  Accumulation  Units  credited to a
Contract.  The number of units  credited or debited in connection  with any such
transaction  is determined by dividing the dollar amount of such  transaction by
the price of the Accumulation Unit of the affected Subaccount. The price of each
Subaccount is  determined on each  Valuation  Date.  The number of  Accumulation
Units credited to a Contract  shall not be changed by any  subsequent  change in
the value of an Accumulation  Unit, but the dollar value of an Accumulation Unit
may vary from  Valuation  Date to Valuation  Date  depending upon the investment
experience of the Subaccount and charges against the Subaccount.

   The  price of each  Subaccount's  units  initially  was $10.  The  price of a
Subaccount  on any  Valuation  Date takes into  account the  following:  (1) the
investment  performance  of the  Subaccount,  which is based upon the investment
performance  of the  corresponding  Series of SBL  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be assessed by Security  Benefit for taxes  attributable to the operation of
the  Subaccount,  (4) the minimum  mortality  and expense  risk charge under the
Contract of 0.60%, and (5) the administration charge under the Contract.

   The minimum mortality and expense risk charge of 0.60% and the administration
charge of 0.15% are factored into the accumulation unit value or "price" of each
Subaccount on each Valuation  Date.  Security  Benefit deducts any mortality and
expense  risk charge  above the minimum  charge and the charge for any  optional
Riders (the "Excess  Charge") on a monthly  basis.  Each  Subaccount  declares a
monthly  dividend  and  Security  Benefit  deducts  the Excess  Charge from this
monthly dividend upon its reinvestment in the Subaccount. The Excess Charge is a
percentage  of  your  Contract  Value  allocated  to  the  Subaccount  as of the
reinvestment  date.  The  monthly  dividend  is paid  only  for the  purpose  of
collecting the Excess  Charge.  Assuming that you owe a charge above the minimum
mortality and expense risk charge and the administration  charge,  your Contract
Value will be reduced in the amount of your Excess Charge upon  reinvestment  of
the  Subaccount's  monthly  dividend.  Security  Benefit  reserves  the right to
compute and deduct the Excess  Charge  from each  Subaccount  on each  Valuation
Date. See the Statement of Additional Information for a more detailed discussion
of how the Excess Charge is deducted.

FULL AND  PARTIAL  WITHDRAWALS  -- An Owner  may make a  partial  withdrawal  of
Contract  Value,  or surrender the Contract for its Withdrawal  Value. A full or
partial  withdrawal,  including  a  systematic  withdrawal,  may be  taken  from
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Start Date, subject to limitations under the applicable plan for Qualified Plans
and applicable law. A full or partial withdrawal request will be effective as of
the end of the  Valuation  Period that a proper  written  request is received by
Security  Benefit at its Home Office.  A proper written request must include the
written  consent  of any  effective  assignee  or  irrevocable  Beneficiary,  if
applicable.

   The  proceeds  received  upon  a  full  withdrawal  will  be  the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, less any outstanding  Contract Debt, any
applicable  withdrawal charges,  any pro rata account charge and any uncollected
premium taxes.  If an Extra Credit Rider is in effect,  Contract Value will also
be reduced by any Credit Enhancements that have not yet vested.

   Security  Benefit  requires  the  signature  of all Owners on any request for
withdrawal,  and a guarantee  of all such  signatures  to effect the transfer or
exchange of all or part of the Contract for another  investment.  The  signature
guarantee  must be provided by an eligible  guarantor,  such as a bank,  broker,
credit union,  national  securities  exchange or savings  association.  Security
Benefit further requires that any request to transfer or exchange all or part of
the Contract for another  investment  be made upon a transfer  form  provided by
Security Benefit which is available upon request.

   A partial  withdrawal  may be requested for a specified  percentage or dollar
amount of Contract Value.  Each partial  withdrawal must be at least $500 except
systematic  withdrawals discussed below. A request for a partial withdrawal will
result in a payment by Security  Benefit of the amount  specified in the partial
withdrawal  request  provided  there is  sufficient  Contract  Value to meet the
request.  Upon payment, the Contract Value will be reduced by an amount equal to
the payment and any applicable withdrawal charge and premium tax. Contract Value
will also be reduced by a percentage  of any Credit  Enhancements  that have not
yet vested.  See "Extra  Credit," page 22. If a partial  withdrawal is requested
after the first  Contract  Year that  would  leave the  Withdrawal  Value in the
Contract  less than  $2,000,  Security  Benefit  reserves the right to treat the
partial withdrawal as a request for a full withdrawal.

   Security  Benefit  will  deduct the amount of a partial  withdrawal  from the
Contract  Value in the  Subaccounts  and the  Fixed  Account,  according  to the
Owner's  instructions to Security Benefit. If you do not specify the allocation,
Security Benefit will deduct the withdrawal in the same proportion that Contract
Value is allocated among the Subaccounts and the Fixed Account.

   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a withdrawal  charge if a withdrawal is made from  purchase  payments
that have been held in the contract for less than seven years and may be subject
to a premium tax charge to reimburse Security Benefit for any tax on premiums on
a  Contract  that may be  imposed by  various  states  and  municipalities.  See
"Contingent Deferred Sales Charge," page 19, and "Premium Tax Charge," page 20.

   A full or partial withdrawal,  including a systematic withdrawal,  may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining  age 59 1/2,  may be  subject  to a 10%  penalty  tax.  In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 403(b) or 408 of the Internal Revenue Code,  reference should be made
to  the  terms  of  the  particular   Qualified  Plan  for  any  limitations  or
restrictions  on  withdrawals.   For  more  information,  see  "Restrictions  on
Withdrawals from Qualified Plans," page 29. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 29.

SYSTEMATIC  WITHDRAWALS  -- Security  Benefit  currently  offers a feature under
which you may select systematic  withdrawals.  Under this feature,  an Owner may
elect to receive systematic withdrawals while the Owner is living and before the
Annuity Start Date by sending a properly completed Systematic Withdrawal Request
form to Security  Benefit at its Home Office.  This option may be elected at any
time. An Owner may designate the systematic withdrawal amount as a percentage of
Contract Value  allocated to the  Subaccounts  and/or Fixed Account,  as a fixed
period, as level payments,  as a specified dollar amount, as all earnings in the
Contract,  or based  upon the life  expectancy  of the  Owner or the Owner and a
Beneficiary. An Owner also may designate the desired frequency of the systematic
withdrawals,  which may be monthly,  quarterly,  semiannually  or annually.  The
Owner may stop or modify  systematic  withdrawals  upon proper  written  request
received by  Security  Benefit at its Home Office at least 30 days in advance of
the requested date of termination or modification. A proper request must include
the written  consent of any effective  assignee or irrevocable  Beneficiary,  if
applicable.

   Each systematic withdrawal must be at least $100. Upon payment, your Contract
Value  will be  reduced  by an amount  equal to the  payment  proceeds  plus any
applicable  withdrawal  charge  and  premium  tax.  Contract  Value will also be
reduced by a percentage of any Credit Enhancements that have not yet vested. See
"Extra  Credit," page 22. Any systematic  withdrawal  that equals or exceeds the
Withdrawal Value will be treated as a full withdrawal.  In no event will payment
of a systematic  withdrawal  exceed the  Withdrawal  Value.  The  Contract  will
automatically  terminate  if  a  systematic  withdrawal  causes  the  Contract's
Withdrawal Value to equal zero.

   Security Benefit will effect each systematic  withdrawal as of the end of the
Valuation Period during which the withdrawal is scheduled.  The deduction caused
by the systematic  withdrawal,  including any applicable withdrawal charge, will
be allocated to your Contract Value in the Subaccounts and the Fixed Account, as
you have directed.  If you do not specify the allocation,  Security Benefit will
deduct the systematic  withdrawal in the same  proportion that Contract Value is
allocated among the Subaccounts and the Fixed Account.

   Security Benefit may, at any time,  discontinue,  modify, suspend or charge a
fee  for  systematic   withdrawals.   You  should  consider  carefully  the  tax
consequences of a systematic withdrawal, including the 10% penalty tax which may
be imposed on  withdrawals  made prior to the Owner  attaining  age 59 1/2.  See
"Federal Tax Matters," page 29.

FREE-LOOK RIGHT -- You may return a Contract within the Free-Look Period,  which
is generally a ten-day period  beginning when you receive the Contract.  In this
event,  Security  Benefit  will then deem void the  returned  Contract  and will
refund to you purchase  payments  allocated to the Fixed Account (not  including
any  Credit  Enhancements  if an Extra  Credit  Rider was in  effect).  Security
Benefit  will also  refund as of the  Valuation  Date on which we  receive  your
Contract  any Contract  Value  allocated  to the  Subaccounts,  plus any charges
deducted from such Contract Value,  less the Contract Value  attributable to any
Credit Enhancements.

   Some states' laws require us to refund your purchase payments instead of your
Contract  Value.  If your  Contract is  delivered in one of those states and you
return your Contract during the Free-Look  Period,  Security Benefit will refund
purchase payments allocated to the Subaccounts rather than Contract Value.

DEATH  BENEFIT -- If the Owner dies prior to the  Annuity  Start Date while this
Contract is in force,  Security  Benefit will pay the death benefit  proceeds to
the  Designated  Beneficiary  upon receipt of due proof of the Owner's death and
instructions regarding payment to the Designated Beneficiary. If there are Joint
Owners,  the death benefit proceeds will be payable upon receipt of due proof of
death of either Owner and instructions regarding payment.

   If the  surviving  spouse  of the  deceased  Owner  is  the  sole  Designated
Beneficiary, such spouse may elect to continue the Contract in force, subject to
certain limitations.  See "Distribution Requirements" below. If the Owner is not
a natural person, the death benefit proceeds will be payable upon receipt of due
proof of death of the Annuitant prior to the Annuity Start Date and instructions
regarding  payment.  If the  death of the Owner  occurs on or after the  Annuity
Start Date,  any death benefit will be determined  according to the terms of the
Annuity Option. See "Annuity Options," page 24.

   The  death  benefit  proceeds  will  be  the  death  benefit  reduced  by any
outstanding  Contract  Debt,  any pro rata  account  charge and any  uncollected
premium  tax.  If an Owner  dies  prior to the  Annuity  Start  Date  while this
Contract is in force, the amount of the death benefit will be the greater of:

1.  The sum of all purchase  payments (not including any Credit  Enhancements if
    an Extra Credit Rider was in effect), less any reductions caused by previous
    withdrawals, including withdrawal charges, or

2.  The Contract Value on the date due proof of death and instructions regarding
    payment  are  received  by Security  Benefit  (less any Credit  Enhancements
    applied during the 12 months prior to the date of the Owner's death).

   If an Owner dies prior to the  Annuity  Start Date and due proof of death and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be as set forth in item 2 above.

   The death benefit  proceeds will be paid to the  Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity  Options.   See  "Federal  Tax  Matters,"  page  29  and   "Distribution
Requirements,"  below for a discussion of the tax  consequences  in the event of
death.

DISTRIBUTION   REQUIREMENTS  --  For  Contracts  issued  in  connection  with  a
Non-Qualified  Plan, if the surviving  spouse of the deceased  Owner is the sole
Designated Beneficiary, such spouse may elect to continue this Contract in force
until the  earliest of the spouse's  death or the Annuity  Start Date or receive
the death benefit proceeds.

   For any  Designated  Beneficiary  other than a surviving  spouse,  only those
options may be chosen that  provide for  complete  distribution  of such Owner's
interest in the  Contract  within  five years of the death of the Owner.  If the
Designated  Beneficiary is a natural person, that person alternatively can elect
to begin receiving  annuity payments within one year of the Owner's death over a
period not extending beyond his or her life or life expectancy.  If the Owner of
the Contract is not a natural person,  these  distribution  rules are applicable
upon the death of or a change in the primary Annuitant.

   For Contracts  issued in connection  with a Qualified  Plan, the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

DEATH OF THE ANNUITANT -- If the Annuitant dies prior to the Annuity Start Date,
and the Owner is a natural  person and is not the  Annuitant,  no death  benefit
proceeds will be payable under the Contract.  The Owner may name a new Annuitant
within  30 days of the  Annuitant's  death.  If a new  Annuitant  is not  named,
Security  Benefit will  designate  the Owner as  Annuitant.  On the death of the
Annuitant after the Annuity Start Date, any guaranteed payments remaining unpaid
will continue to be paid to the Designated  Beneficiary  pursuant to the Annuity
Option in force at the date of death.

CHARGES AND DEDUCTIONS

CONTINGENT  DEFERRED  SALES  CHARGE -- Security  Benefit  does not deduct  sales
charges  from  purchase  payments  before  allocating  them to  Contract  Value.
However,  except as set forth  below,  Security  Benefit may assess a contingent
deferred sales charge (which may also be referred to as a withdrawal  charge) on
a full or partial withdrawal, including systematic withdrawals, depending on how
long your purchase payments have been held under the Contract.

   Security  Benefit  will waive the  withdrawal  charge on  withdrawals  to the
extent  that  total  withdrawals  in  a  Contract  Year,   including  systematic
withdrawals,  do not  exceed the Free  Withdrawal  amount.  The Free  Withdrawal
amount is equal in the first  Contract  Year,  to 10% of purchase  payments made
during the year and for any  subsequent  Contract Year, to 10% of Contract Value
as of the first day of that Contract Year.

   The withdrawal charge applies to the portion of any withdrawal, consisting of
purchase  payments,  that exceeds the Free  Withdrawal  amount.  The  withdrawal
charge does not apply to withdrawals of earnings. For the purpose of determining
any withdrawal  charge,  Security Benefit deems any withdrawals that are subject
to the  withdrawal  charge to be made first from  purchase  payments,  then from
earnings.  Free  withdrawal  amounts do not  reduce  purchase  payments  for the
purpose of determining future withdrawal charges.

   The amount of the charge will depend on how long your purchase  payments have
been held under the Contract.  Each  purchase  payment you make is considered to
have a certain "age," depending on the length of time since the purchase payment
was effective. A purchase payment is "age one" in the year beginning on the date
the purchase  payment is received by Security  Benefit and increases in age each
year thereafter.  The withdrawal charge is calculated according to the following
schedule:

                    ----------------------------------------
                    PURCHASE PAYMENT AGE          WITHDRAWAL
                         (IN YEARS)                 CHARGE
                    ----------------------------------------
                             1                        7%
                             2                        7%
                             3                        6%
                             4                        5%
                             5                        4%
                             6                        3%
                             7                        2%
                         8 and over                   0%
                    ----------------------------------------

   In no event  will the  amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed  7% of  purchase  payments  paid  under the  Contract.  In  addition,  no
withdrawal  charge will be imposed upon: (1) payment of death benefit  proceeds;
or (2) annuity  options that  provide for  payments for life,  or a period of at
least 7 years.  Security  Benefit will assess the withdrawal  charge against the
Subaccounts  and the Fixed  Account  in the same  proportion  as the  withdrawal
proceeds are allocated.

   Security Benefit pays sales commissions to broker-dealers  and other expenses
associated with the promotion and sales of the Contracts.  The withdrawal charge
is designed  to  reimburse  Security  Benefit  for these  costs,  although it is
expected that actual expenses will be greater than the amount of the charge.  To
the extent that all sales  expenses  are not  recovered  from the  charge,  such
expenses  may  be  recovered  from  other  charges,  including  amounts  derived
indirectly  from the charge for mortality and expense risk.  Broker-dealers  may
receive  aggregate  commissions  of up to 6.5% of aggregate  purchase  payments.
Security Benefit also may pay override payments,  expense  allowances,  bonuses,
wholesaler  fees  and  training  allowances.   Registered  representatives  earn
commissions  from the  broker-dealers  with which they are  affiliated  and such
arrangements will vary.

MORTALITY  AND  EXPENSE  RISK CHARGE --  Security  Benefit  deducts a charge for
mortality  and expense  risks  assumed by Security  Benefit  under the Contract.
Security  Benefit  deducts a daily minimum  charge equal to 0.60%,  on an annual
basis,  of each  Subaccount's  average  daily net assets.  If you are subject to
mortality  and expense risk charge above the minimum  charge,  Security  Benefit
deducts  it from your  Contract  Value on a monthly  basis.  The  mortality  and
expense risk charge amount is  determined  each month by reference to the amount
of your Contract Value, as set forth in the table below.

        ----------------------------------------------------------------
                                                    ANNUAL MORTALITY AND
        CONTRACT VALUE                              EXPENSE RISK CHARGE
        ----------------------------------------------------------------
        Less than $25,000 ..........................     0.85%
        At least $25,000 but less than $100,000 ....     0.70%
        $100,000 or more ...........................     0.60%
        ----------------------------------------------------------------

This charge is intended to compensate Security Benefit for certain mortality and
expense  risks  Security  Benefit  assumes in  offering  and  administering  the
Contracts and in operating the Subaccounts.

   The  expense  risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.

   Security  Benefit  may  ultimately  realize a profit  from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses. See "Determination of Contract Value,"
page 16, for more  information  about how Security Benefit deducts the mortality
and expense risk charge.

ADMINISTRATION  CHARGE -- Security Benefit deducts a daily administration charge
equal to an annual rate of 0.15% of each Subaccount's  average daily net assets.
The purpose of this charge is to  compensate  Security  Benefit for the expenses
associated   with   administration   of  the  Contracts  and  operation  of  the
Subaccounts.

ACCOUNT   ADMINISTRATION   CHARGE  --  Security   Benefit   deducts  an  account
administration charge of $30.00 at each Contract  Anniversary.  Security Benefit
will waive the charge if your Contract  Value is $50,000 or more on the date the
charge  is to be  deducted.  Security  Benefit  will  deduct a pro rata  account
administration  charge (1) upon a full  withdrawal;  (2) upon the Annuity  Start
Date if one of the Annuity  Options 1 through 4, 7 or 8 is chosen;  and (3) upon
payment of a death benefit.  The purpose of the charge is to compensate Security
Benefit for the expenses associated with administration of the Contracts.

PREMIUM TAX CHARGE -- Various states and municipalities impose a tax on premiums
on annuity contracts received by insurance  companies.  Whether or not a premium
tax is imposed  will depend  upon,  among  other  things,  the Owner's  state of
residence,  the Annuitant's  state of residence,  and the insurance tax laws and
Security  Benefit's  status in a particular  state.  Security Benefit assesses a
premium  tax  charge to  reimburse  itself for  premium  taxes that it incurs in
connection  with a  Contract.  Security  Benefit  deducts  this charge when due,
typically upon the Annuity Start Date or payment of a purchase payment. Security
Benefit may deduct  premium tax upon a full or partial  withdrawal  if a premium
tax has been incurred and is not refundable. Security Benefit reserves the right
to deduct  premium  taxes  when due or any time  thereafter.  Premium  tax rates
currently  range from 0% to 3.5%,  but are  subject to change by a  governmental
entity.

OTHER  CHARGES  --  Security  Benefit  may charge  the  Separate  Account or the
Subaccounts for the federal,  state, or local taxes incurred by Security Benefit
that are  attributable  to the Separate  Account or the  Subaccounts,  or to the
operations  of  Security  Benefit  with  respect  to the  Contract,  or that are
attributable to payment of premiums or acquisition costs under the Contracts. No
such charge is currently  assessed.  See "Tax Status of Security Benefit and the
Separate Account" and "Charge for Security Benefit Taxes."

VARIATIONS IN CHARGES -- Security  Benefit may reduce or waive the amount of the
contingent  deferred sales charge and certain other charges for a Contract where
the expenses  associated with the sale of the Contract or the administrative and
maintenance  costs  associated with the Contract are reduced for reasons such as
the amount of the initial purchase payment or projected purchase payments or the
Contract is sold in connection with a group or sponsored arrangement.

GUARANTEE OF CERTAIN CHARGES -- Security Benefit guarantees that: (1) the charge
for  mortality and expense risks will not exceed an annual rate of 0.85% of each
Subaccount's  average daily net assets; (2) the  administration  charge will not
exceed an annual rate of 0.15% of each  Subaccount's  average  daily net assets;
and (3) the account administration charge will not exceed $30 per year. Security
Benefit also guarantees that the charge for any Rider will not exceed the annual
rate in effect when the Rider is issued.

SBL FUND EXPENSES -- Each Subaccount of the Separate Account purchases shares at
the net asset value of the  corresponding  Series of SBL Fund.  Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
deducted from the assets of the Series. These fees and expenses are not deducted
from the Subaccounts,  but are paid from the assets of the corresponding Series.
As a result,  the Owner  indirectly  bears a pro rata  portion  of such fees and
expenses.  The advisory fees and other  expenses,  if any,  which are more fully
described in SBL Fund's  prospectus,  are not specified or fixed under the terms
of the Contract.

OPTIONAL RIDER CHARGES

In addition to the charges and  deductions  discussed  above,  you may  purchase
certain  optional Riders under the Contract.  Security Benefit makes each Rider,
except the Extra Credit and Asset  Allocation  Riders,  available only at issue,
and you may not terminate a Rider after issue, unless otherwise stated. Security
Benefit  deducts a monthly  charge from Contract Value for any Riders elected by
the  Owner.  The  amount of the  charge is equal to a  percentage,  on an annual
basis, of your Contract Value.  Each Rider and its charge are listed below. Your
total Rider charges may not exceed 1.00% of Contract Value.

GUARANTEED MINIMUM INCOME BENEFIT -- This Rider makes available a minimum amount
for the purchase of a fixed  Annuity  ("Minimum  Income  Benefit").  The Minimum
Income Benefit is equal to Purchase Payments and any Credit Enhancements, net of
any premium tax,  less an  adjustment  for  Withdrawals,  increased at an annual
effective  rate of interest of 3%, 4%, 5% or 6%, as elected in the  application.
(Security  Benefit will credit a maximum rate of 4% for amounts allocated to the
Money Market Subaccount or the Fixed Account.)

   In crediting interest, Security Benefit takes into account the timing of when
each purchase  payment and  withdrawal  occurred and accrues such interest until
the earlier of: (1) the Annuity  Start  Date,  or (2) the  Contract  Anniversary
following the oldest  Annuitant's  80th birthday.  In the event of a withdrawal,
the  Minimum  Income  Benefit is reduced as of the date of the  withdrawal  by a
percentage  found by dividing the  withdrawal  amount,  including any withdrawal
charges, by Contract Value immediately prior to the withdrawal.

   You may apply the Minimum Income Benefit, less any applicable Premium tax and
pro rata account  administration  charge,  to purchase a fixed Annuity within 30
days of any Contract Anniversary  following the 10th Contract  Anniversary.  You
may apply the Minimum  Income  Benefit to purchase  only a fixed  Annuity  under
Option 2, life income with a 10-year period certain, or Option 4, joint and last
survivor with a 10-year  period  certain.  See the discussion of Options 2 and 4
under  "Annuity  Options," page 24. The Annuity rates are based upon the 1983(a)
mortality  table with  mortality  improvement  under  projection  scale G and an
interest  rate of 2 1/2%.  The  charge  for this  Rider  varies  based  upon the
interest rate selected as set forth below:

                        -------------------------------
                        INTEREST RATE      RIDER CHARGE
                        -------------------------------
                             3%               0.15%
                             4%               0.20%
                             5%               0.30%
                             6%               0.35%
                        -------------------------------

ANNUAL STEPPED UP DEATH BENEFIT -- This Rider makes  available an enhanced death
benefit  upon the  death of the Owner or any Joint  Owner  prior to the  Annuity
Start Date. The death benefit  proceeds will be the death benefit reduced by any
outstanding  Contract Debt, any pro rata account  administration  charge and any
uncollected  premium  tax.  If an Extra  Credit  Rider was in effect,  the death
benefit also will be reduced by any Credit  Enhancements  applied  during the 12
months  preceding  the Owner's date of death;  provided  that the death  benefit
defined in 1 below will not be so reduced. If an Owner dies prior to the Annuity
Start  Date,  the  amount of the death  benefit  under  this  Rider  will be the
greatest of:

1.  The sum of all  purchase  payments  (not  including  any  Credit),  less any
    withdrawals and withdrawal charges;

2.  The Contract Value on the date due proof of death and instructions regarding
    payment for each Designated Beneficiary are received by Security Benefit; or

3.  The Stepped Up Death Benefit.

The Stepped Up Death Benefit is the largest result for the following calculation
as of the  date of  receipt  of  instructions  regarding  payment  of the  death
benefit:

*  The largest or 1 or 2 above on any Contract  Anniversary that occurs prior to
   the oldest Owner attaining age 81, plus

*  Any  purchase  payments  received by Security  Benefit  since the  applicable
   Contract Anniversary; less

*  An  adjustment  for any  withdrawals  and  withdrawal  charges made since the
   applicable  anniversary.  In the event of a withdrawal,  the Stepped Up Death
   Benefit is reduced as of the date of the withdrawal by a percentage  found by
   dividing the withdrawal amount, including any withdrawal charges, by Contract
   Value immediately prior to the withdrawal.

   If an Owner dies prior to the Annuity Start Date,  but due proof of death and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be as set forth in item 2 above.

   The charge for this Rider is 0.20%.

GUARANTEED  GROWTH DEATH BENEFIT -- This Rider makes available an enhanced death
benefit  upon the  death of the Owner or any Joint  Owner  prior to the  Annuity
Start Date. The death benefit  proceeds will be the death benefit reduced by any
outstanding  Contract Debt, any pro rata account  administration  charge and any
uncollected  premium  tax.  If an Extra  Credit  Rider was in effect,  the death
benefit also will be reduced by any Credit  Enhancements  applied  during the 12
months  preceding  the Owner's date of death;  provided  that the death  benefit
defined in 1 below will not be so reduced. If an Owner dies prior to the Annuity
Start  Date,  the  amount of the death  benefit  under  this  Rider  will be the
greatest of:

1.  The sum of all purchase  payments (not  including any Credit  Enhancements),
    less any withdrawals and withdrawal charges;

2.  The Contract Value on the date due proof of death and instructions regarding
    payment for each Designated Beneficiary are received by Security Benefit; or

3.  The Guaranteed Growth Death Benefit.

The Guaranteed  Growth Death Benefit is an amount equal to purchase payments and
any  Credit  Enhancements,  net of any  Premium  tax,  less  an  adjustment  for
withdrawals,  increased at an annual effective rate of interest of 3%, 4%, 5% or
6%, as elected in the application.  (Security Benefit will credit a maximum rate
of 4% for  amounts  allocated  to  the  Money  Market  Subaccount  or the  Fixed
Account.) In crediting interest,  Security Benefit takes into account the timing
of when each purchase payment and withdrawal occurred.  Security Benefit accrues
such  interest  until the  earliest  of: (1) the  Annuity  Start  Date;  (2) the
Contract  Anniversary  following the oldest Owner's 80th birthday;  (3) the date
due proof of the Owner's death and instructions  regarding payment are received;
or (4) the six-month anniversary of the Owner's date of death. In the event of a
withdrawal, the Guaranteed Growth Death Benefit is reduced as of the date of the
withdrawal by a percentage  found by dividing the withdrawal  amount,  including
any withdrawal charges, by Contract Value immediately prior to the withdrawal.

   The amount of the Guaranteed  Growth Death Benefit shall not exceed an amount
equal to 200% of purchase payments (not including any Credit Enhancements),  net
of premium tax and any withdrawals, including withdrawal charges.

   The charge for this Rider varies based upon the interest rate selected as set
forth below:

                        -------------------------------
                        INTEREST RATE      RIDER CHARGE
                        -------------------------------
                             3%               0.10%
                             4%               0.15%
                             5%               0.20%
                             6%               0.25%
                        -------------------------------

COMBINED  ANNUAL  STEPPED UP AND  GUARANTEED  GROWTH DEATH BENEFIT -- This Rider
makes  available  an enhanced  death  benefit upon the death of the Owner or any
Joint  Owner  prior to the  Annuity  Start  Date.  If an Owner dies prior to the
Annuity Start Date, the amount of the death benefit under this Rider will be the
greatest of:

1.  The sum of all purchase  payments (not  including any Credit  Enhancements),
    less any withdrawals and withdrawal charges;

2.  The Contract Value on the date due proof of death and instructions regarding
    payment for each Designated Beneficiary are received by Security Benefit;

3.  The Annual Stepped Up Death Benefit (as described above); or

4.  The Guaranteed Growth Death Benefit at 5% (as described above).

The charge for this Rider is 0.25%.

COMBINED  GUARANTEED GROWTH DEATH BENEFIT AND GUARANTEED  MINIMUM INCOME BENEFIT
-- This Rider makes available an enhanced death benefit and a minimum amount for
the purchase of an Annuity as described  above. The charge for this Rider varies
based upon the interest rate selected as set forth below:

                        -------------------------------
                        INTEREST RATE      RIDER CHARGE
                        -------------------------------
                             3%               0.25%
                             4%               0.40%
                             5%               0.50%
                             6%               0.60%
                        -------------------------------

EXTRA  CREDIT -- This Rider makes  available a Credit  Enhancement,  which is an
amount added to your Contract Value by Security  Benefit.  You may purchase this
Rider at issue or after the Contract  Date.  If you purchase at issue,  a Credit
Enhancement of 3%, 4% or 5% of purchase payments, as elected in the application,
will be added to  Contract  Value for each  purchase  payment  made in the first
Contract  Year.  If you  purchase the Rider after the  Contract  Date,  Security
Benefit will add a ONE-TIME  Credit  Enhancement  to your  Contract  Value in an
amount of 3%, 4% or 5% of Contract  Value,  as elected in the  application.  Any
Credit  Enhancement  will  be  allocated  among  the  Subaccounts  in  the  same
proportion as your purchase payment or Contract Value, as applicable.

   In the event of a full or partial withdrawal, Security Benefit will recapture
all or part of any Credit  Enhancement that has not yet vested.  An amount equal
to 1/7 of the Credit Enhancement will vest as of each anniversary of the Rider's
date of issue  and the  Credit  Enhancement  will be fully  vested at the end of
seven  years  from  that  date.  The  amount to be  forfeited  in the event of a
withdrawal is equal to a percentage of the Credit  Enhancement  that has not yet
vested.  The percentage is determined for each  withdrawal as of the date of the
withdrawal by dividing:

1.  The amount of the withdrawal, including any withdrawal charges, by

2.  Contract Value immediately prior to the withdrawal.

   The charge for this Rider will be  deducted  for a period of seven years from
its date of issue.  The charge  varies based upon the interest  rate selected as
set forth below:

                        -------------------------------
                        INTEREST RATE      RIDER CHARGE
                        -------------------------------
                             3%               0.45%
                             4%               0.60%
                             5%               0.75%
                        -------------------------------

You may not at any time have more than one Extra  Credit Rider in effect on your
Contract.

   Security Benefit may recapture Credit  Enhancements in the event of a full or
partial  withdrawal as discussed above. If you exercise your right to return the
Contract during the Free-Look period, your Contract Value will be reduced by the
value of any Credit Enhancements applied. See "Free-Look Right," page 18. In the
event of a withdrawal under the terms of the Waiver of Withdrawal  Charge Rider,
you will forfeit all or part of any Credit  Enhancements  applied  during the 12
months  preceding such a withdrawal.  See "Waiver of Withdrawal  Charge," below.
Death benefit proceeds may exclude all or part of any Credit  Enhancements.  See
"Death Benefit," page 18.

WAIVER OF WITHDRAWAL CHARGE -- This Rider makes available a waiver of withdrawal
charge in the event of your confinement to a nursing home,  terminal illness, or
total and permanent disability prior to age 65.

   The Rider defines confinement to a hospital or nursing facility,  as follows:
(1) you have  been  confined  to a  "hospital"  or  "qualified  skilled  nursing
facility" for at least 90 consecutive  days prior to the date of the withdrawal;
and (2) you are so confined when Security  Benefit  receives the waiver  request
and became so confined after the Contract Date.

   Security Benefit defines terminal illness as follows:  (1) the Owner has been
diagnosed  by a  licensed  physician  with a  "terminal  illness";  and (2) such
illness was first diagnosed after the Contract was issued.

   Security  Benefit  defines  disability  as follows:  (1) the Owner is unable,
because  of  physical  or  mental  impairment,   to  perform  the  material  and
substantial  duties of any  occupation for which the Owner is suited by means of
education,  training or experience; (2) the impairment has been in existence for
more than 180 days and began  before  the  Owner  attained  age 65 and after the
Contract  Date;  and (3) the  impairment  is  expected  to result in death or be
long-standing and indefinite.

   Prior to making a  withdrawal  pursuant  to this  Rider,  you must  submit to
Security  Benefit a  properly  completed  claim  form and a written  physician's
statement  acceptable  to SBL.  SBL will also  accept as proof of  disability  a
certified Social Security finding of disability.

   Security Benefit reserves the right to have a physician of its choice examine
the Owner to  determine  if the Owner is eligible  for a waiver.  The charge for
this Rider is 0.05%.

   If you have also  purchased  an Extra Credit  Rider,  you will forfeit all or
part of any  Credit  Enhancements  applied  during the 12 months  preceding  any
withdrawal  pursuant  to this  Rider.  The amount of Credit  Enhancements  to be
forfeited is a percentage determined by dividing the amount of the withdrawal by
the total  purchase  payments made in the 12 months  preceding the withdrawal if
the Extra Credit Rider was purchased at issue.  The  percentage is determined by
dividing  the  amount of the  withdrawal  by  Contract  Value on the date of the
Rider's issue if the Extra Credit Rider was purchased  after the Contract  Date.
The maximum  percentage  that may be  forfeited  is 100% of Credit  Enhancements
earned during the 12 months preceding the withdrawal.

ASSET ALLOCATION -- This Rider makes available  automatic  transfers of Contract
Value among the Subaccounts on a monthly, quarterly,  semiannual or annual basis
to  maintain  a set  percentage  of  Contract  Value in certain  Subaccounts  as
instructed by the Owner or an investment adviser.  Security Benefit, through its
investment advisory subsidiary, will select the investment adviser.

   When purchasing this Rider, you must select the  Subaccounts,  the applicable
percentage to be allocated to each Subaccount and the frequency of reallocation.
You must also  authorize  the  investment  adviser to change the  allocation  of
Contract Value among the Subaccounts.  Security  Benefit will transfer  Contract
Value among the Subaccounts on a monthly, quarterly, semiannual or annual basis,
as you elect, to maintain the selected  percentages.  Security Benefit will make
the transfers on each monthly,  quarterly,  semiannual or annual anniversary, as
applicable,  of the date of our receipt of your written  request to purchase the
Rider  ("Allocation  Date").  Security Benefit will effect the transfers between
Subaccounts at their respective  accumulation unit values as of the close of the
Valuation Period during which the Allocation Date occurs.

   You or the investment  adviser may change the percentage of Contract Value to
be allocated to the Subaccounts, and Security Benefit will make this change upon
receipt of your or the adviser's  instructions.  In this event, Security Benefit
will reallocate  Contract Value according to the most recent instructions on the
next Allocation Date.

   You may cancel this Rider at any time by written request to Security Benefit.
This Rider will terminate  automatically:  (1) on the Annuity Start Date; or (2)
upon resignation of the adviser. The charge for this Rider is 0.40%.

ANNUITY PERIOD

GENERAL -- You select the  Annuity  Start Date at the time of  application.  The
Annuity Start Date may not be prior to the third annual Contract anniversary and
may not be deferred beyond the Annuitant's 90th birthday,  although the terms of
a  Qualified  Plan and the laws of  certain  states may  require  that you start
annuity  payments at an earlier age. If you do not select an Annuity Start Date,
the Annuity Start Date will be the later of the Annuitant's 70th birthday or the
tenth annual  Contract  Anniversary.  See  "Selection of an Option," page 25. If
there are Joint Annuitants, the birthdate of the older Annuitant will be used to
determine the latest Annuity Start Date.

   On the Annuity Start Date, the proceeds under the Contract will be applied to
provide an Annuity  under one of the  options  described  below.  Each option is
available  in  two  forms--either  as  a  variable  Annuity  for  use  with  the
Subaccounts or as a fixed Annuity for use with the Fixed Account.  A combination
variable and fixed Annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity payments will not. Unless you direct  otherwise,  proceeds derived
from Contract Value allocated to the  Subaccounts  will be applied to purchase a
variable Annuity and proceeds derived from Contract Value allocated to the Fixed
Account  will be applied to purchase a fixed  Annuity.  The  proceeds  under the
Contract will be equal to your Contract Value in the  Subaccounts  and the Fixed
Account as of the Annuity Start Date,  reduced by any applicable  premium taxes,
any outstanding  Contract Debt and, for Options 1 through 4, 7 and 8, a pro rata
account administration charge, if applicable.

   The Contract  provides for eight Annuity  Options.  Security Benefit may make
other Annuity  Options  available upon request.  Annuity  payments under Annuity
Options 1 through  4, 7 and 8 are based  upon  annuity  rates that vary with the
Annuity Option  selected.  In the case of Options 1 through 4 and 8, the annuity
rates will vary based on the age and sex of the  Annuitant,  except  that unisex
rates are available  where  required by law. The annuity rates reflect your life
expectancy  based upon your age as of the  Annuity  Start Date and your  gender,
unless  unisex  rates  apply.  The  annuity  rates  are based  upon the  1983(a)
mortality  table with mortality  improvement  under  projection  scale G and are
adjusted to reflect an assumed interest rate of 3.5%,  compounded  annually.  In
the case of Options 5 and 6 as described below,  annuity payments are based upon
Contract Value without regard to annuity rates.

   Annuity  Options 1 through 4 and 8 provide for payments to be made during the
lifetime of the  Annuitant.  Annuity  payments  under such options  cease in the
event of the  Annuitant's  death,  unless the option  provides  for a guaranteed
minimum number of payments,  for example a life income with guaranteed  payments
of 5, 10, 15 or 20 years.  The level of annuity  payments  will be  greater  for
shorter  guaranteed periods and less for longer guaranteed  periods.  Similarly,
payments  will be  greater  for life  annuities  than  for  joint  and  survivor
annuities,  because  payments for life  annuities  are expected to be made for a
shorter period.

   You  may  elect  to  receive  annuity  payments  on  a  monthly,   quarterly,
semiannual,  or annual  basis,  although no payments  will be made for less than
$100.  If the  frequency of payments  selected  would result in payments of less
than $100, Security Benefit reserves the right to change the frequency.

   You may  designate  or change an  Annuity  Start  Date,  Annuity  Option,  or
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received at Security Benefit's Home Office.

   Once annuity payments have commenced under Annuity Options 1 through 4 and 8,
an Annuitant or Owner cannot change the Annuity Option and cannot  surrender his
or her annuity and receive a lump-sum settlement in lieu thereof.  Under Annuity
Options 5 through 7, full or partial  withdrawals  may be made after the Annuity
Start Date, subject to any applicable  withdrawal charge. The Contract specifies
annuity tables for Annuity  Options 1 through 4, 7 and 8, described  below.  The
tables contain the guaranteed  minimum dollar amount (per $1,000 applied) of the
FIRST  annuity  payment for a variable  Annuity and each  annuity  payment for a
fixed Annuity.

ANNUITY OPTIONS --

   OPTION 1 -- LIFE INCOME.  Periodic  annuity  payments will be made during the
lifetime of the Annuitant. It is possible under this Option for any Annuitant to
receive only one annuity payment if the Annuitant's  death occurred prior to the
due date of the second annuity  payment,  two if death occurred prior to the due
date of the third annuity  payment,  etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED  UNDER  THIS  OPTION.  PAYMENTS  WILL  CEASE  UPON  THE  DEATH OF THE
ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

   OPTION 2 -- LIFE  INCOME WITH  GUARANTEED  PAYMENTS OF 5, 10, 15 OR 20 YEARS.
Periodic annuity payments will be made during the lifetime of the Annuitant with
the promise that if, at the death of the Annuitant,  payments have been made for
less than a stated period,  which may be five, ten,  fifteen or twenty years, as
elected by the Owner, annuity payments will be continued during the remainder of
such period to the Designated Beneficiary.  Upon the Annuitant's death after the
period certain, no further annuity payments will be made.

   OPTION 3 -- LIFE WITH  INSTALLMENT  OR UNIT REFUND OPTION.  Periodic  annuity
payments  will be made  during the  lifetime of the  Annuitant  with the promise
that,  if at the death of the  Annuitant,  the number of payments  that has been
made is less than the number  determined  by dividing the amount  applied  under
this  Option by the  amount  of the  first  payment,  annuity  payments  will be
continued to the Designated  Beneficiary  until that number of payments has been
made.

   OPTION 4 -- JOINT AND LAST SURVIVOR. Annuity payments will be made as long as
either  Annuitant is living.  Upon the death of one Annuitant,  Annuity Payments
continue to the  surviving  Annuitant at the same or a reduced  level of 75%, 66
2/3% or 50% of Annuity  Payments as elected by the Owner at the time the Annuity
Option is selected.  With respect to Fixed Annuity  Payments,  the amount of the
Annuity Payment,  and with respect to Variable Annuity  Payments,  the number of
Annuity Units used to determine the Annuity Payment,  is reduced as of the first
Annuity  Payment  following the  Annuitant's  death.  It is possible  under this
Option for only one annuity  payment to be made if both Annuitants died prior to
the second annuity payment due date, two if both died prior to the third annuity
payment due date, etc. AS IN THE CASE OF OPTION 1, THERE IS NO MINIMUM NUMBER OF
PAYMENTS GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST
SURVIVING ANNUITANT, REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

   OPTION 5 -- PAYMENTS FOR SPECIFIED PERIOD.  Periodic annuity payments will be
made for a fixed  period,  which may be from 5 to 20 years,  as  elected  by the
Owner. If, at the death of all Annuitants, payments have been made for less than
the selected  fixed period,  the remaining  unpaid  payments will be paid to the
Designated Beneficiary.

   OPTION 6 -- PAYMENTS OF A SPECIFIED AMOUNT.  Periodic annuity payments of the
amount elected by the Owner will be made until Contract Value is exhausted, with
the guarantee that, if, at the death of all Annuitants,  all guaranteed payments
have  not yet been  made,  the  remaining  unpaid  payments  will be paid to the
Designated Beneficiary.

   OPTION 7 -- PERIOD  CERTAIN.  Periodic  annuity  payments  will be made for a
stated  period which may be 5, 10, 15 or 20 years,  as elected by the Owner.  If
the Annuitant dies prior to the end of the period,  the remaining  payments will
be made to the Designated Beneficiary.

   OPTION 8 -- JOINT AND CONTINGENT  SURVIVOR OPTION.  Periodic annuity payments
will be made  during the life of the  primary  Annuitant.  Upon the death of the
primary Annuitant,  payments will be made to the contingent Annuitant during his
or her life.  If the  contingent  Annuitant  is not living upon the death of the
primary Annuitant,  no payments will be made to the contingent Annuitant.  It is
possible  under  this  Option  for only one  annuity  payment to be made if both
Annuitants  died prior to the second annuity  payment due date, two if both died
prior to the third  annuity  payment due date,  etc. AS IN THE CASE OF OPTIONS 1
AND 4, THERE IS NO MINIMUM  NUMBER OF  PAYMENTS  GUARANTEED  UNDER THIS  OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

   VALUE OF VARIABLE ANNUITY PAYMENTS: ASSUMED INTEREST RATE. The annuity tables
in the  Contract  which are used to  calculate  variable  annuity  payments  for
Annuity Options 1 through 4, 7 and 8 are based on an "assumed  interest rate" of
3 1/2%,  compounded  annually.  Variable annuity payments  generally increase or
decrease from one annuity payment date to the next based upon the performance of
the applicable  Subaccounts  during the interim period  adjusted for the assumed
interest rate. If the  performance  of the  Subaccount  selected is equal to the
assumed  interest  rate,  the  annuity  payments  will remain  constant.  If the
performance of the  Subaccounts  is greater than the assumed  interest rate, the
annuity payments will increase and if it is less than the assumed interest rate,
the annuity  payments will decline.  A higher assumed interest rate would mean a
higher  initial  annuity  payment  but the amount of the annuity  payment  would
increase  more slowly in a rising  market (or the amount of the annuity  payment
would decline more rapidly in a declining market). A lower assumption would have
the opposite effect.

SELECTION OF AN OPTION -- You should  carefully  review the Annuity Options with
your  financial  or tax  advisers.  For  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under a  Qualified  Plan,  the period  elected for receipt of annuity
payments  under  Annuity  Options  (other than Life Income)  generally may be no
longer than the joint life  expectancy of the Annuitant and  beneficiary  in the
year that the Annuitant  reaches age 70 1/2, and must be shorter than such joint
life  expectancy if the  beneficiary is not the  Annuitant's  spouse and is more
than ten years younger than the Annuitant.  For a  Non-Qualified  Plan, SBL does
not allow annuity payments to be deferred beyond the Annuitant's 95th birthday.

THE FIXED ACCOUNT

   You may  allocate  all or a portion of your  purchase  payments  and transfer
Contract  Value to the Fixed  Account.  Amounts  allocated to the Fixed  Account
become part of Security  Benefit's  General  Account,  which  supports  Security
Benefit's insurance and annuity  obligations.  The General Account is subject to
regulation  and  supervision  by the Kansas  Department of Insurance and is also
subject to the insurance laws and  regulations of other  jurisdictions  in which
the Contract is distributed.  In reliance on certain  exemptive and exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  This  disclosure,  however,  may be subject to certain  generally
applicable  provisions of the federal  securities  laws relating to the accuracy
and  completeness  of  statements  made in the  Prospectus.  This  Prospectus is
generally  intended  to serve as a  disclosure  document  only for  aspects of a
Contract  involving the Separate Account and contains only selected  information
regarding the Fixed Account.  For more information  regarding the Fixed Account,
see "The Contract," page 13.

   Amounts  allocated to the Fixed Account become part of the General Account of
Security  Benefit,  which consists of all assets owned by Security Benefit other
than those in the  Separate  Account  and other  separate  accounts  of Security
Benefit.  Subject to applicable law,  Security  Benefit has sole discretion over
investment of the assets of its General Account.

INTEREST -- Contract  Value  allocated to the Fixed Account earns  interest at a
fixed rate or rates that are paid by Security Benefit. The Contract Value in the
Fixed  Account  earns  interest at an interest  rate that is guaranteed to be at
least an  annual  effective  rate of 3% which  will  accrue  daily  ("Guaranteed
Rate").  Such  interest  will  be  paid  regardless  of  the  actual  investment
experience  of the Fixed  Account.  In  addition,  Security  Benefit  may in its
discretion pay interest at a rate  ("Current  Rate") that exceeds the Guaranteed
Rate.  Security  Benefit will  determine  the Current Rate, if any, from time to
time.

   Contract  Value  allocated  or  transferred  to the Fixed  Account  will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract Value is allocated or  transferred  to the Fixed  Account.  The Current
Rate paid on any such portion of Contract Value  allocated or transferred to the
Fixed Account will be guaranteed for rolling  periods of one or more years (each
a "Guarantee Period").  Security Benefit currently offers only Guarantee Periods
of one year. Upon expiration of any Guarantee  Period, a new Guarantee Period of
the same  duration  begins with respect to that portion of Contract  Value which
will earn interest at the Current Rate, if any, declared on the first day of the
new Guarantee Period.

   Contract Value  allocated or transferred to the Fixed Account at one point in
time may be credited  with a different  Current Rate than  amounts  allocated or
transferred to the Fixed Account at another point in time. For example,  amounts
allocated to the Fixed Account in June may be credited with a different  current
rate than  amounts  allocated  to the Fixed  Account in July.  In  addition,  if
Guarantee Periods of different  durations are offered,  Contract Value allocated
or transferred  to the Fixed Account for a Guarantee  Period of one duration may
be credited with a different  Current Rate than amounts allocated or transferred
to the Fixed Account for a Guarantee Period of a different duration.  Therefore,
at any time, various portions of your Contract Value in the Fixed Account may be
earning  interest at different  Current Rates  depending  upon the point in time
such  portions  were  allocated  or  transferred  to the Fixed  Account  and the
duration of the Guarantee Period. Security Benefit bears the investment risk for
the Contract Value allocated to the Fixed Account and for paying interest at the
Guaranteed Rate on amounts allocated to the Fixed Account.

   For purposes of  determining  the  interest  rates to be credited on Contract
Value in the Fixed  Account,  transfers  from the Fixed Account  pursuant to the
Dollar Cost Averaging or Asset  Reallocation  Options will be deemed to be taken
in the following  order: (1) from any portion of Contract Value allocated to the
Fixed Account for which the Guarantee  Period  expires during the calendar month
in which the  withdrawal,  loan, or transfer is effected;  (2) then in the order
beginning  with that portion of such Contract Value which has the longest amount
of time  remaining  before the end of its  Guarantee  Period and (3) ending with
that portion which has the least amount of time remaining  before the end of its
Guarantee Period.  For more information about transfers and withdrawals from the
Fixed Account, see "Transfers and Withdrawals From the Fixed Account," below.

DEATH  BENEFIT -- The death benefit under the Contract will be determined in the
same fashion for a Contract that has Contract  Value in the Fixed Account as for
a Contract  that has Contract  Value  allocated to the  Subaccounts.  See "Death
Benefit," page 18.

CONTRACT CHARGES -- Premium taxes and the account administration, optional Rider
and  withdrawal  charges  will be the  same for  Owners  who  allocate  purchase
payments  or  transfer  Contract  Value to the  Fixed  Account  as for those who
allocate  purchase  payments  or  transfer  Contract  Value to the  Subaccounts.
Optional  Rider  charges are  deducted  from Current  Interest.  The charges for
mortality and expense risks and the  administration  charge will not be assessed
against the Fixed Account, and any amounts that Security Benefit pays for income
taxes  allocable  to the  Subaccounts  will not be  charged  against  the  Fixed
Account.  In addition,  you will not pay directly or indirectly  the  investment
advisory  fees and  operating  expenses  of the SBL Fund to the extent  Contract
Value is allocated to the Fixed Account;  however, you also will not participate
in the investment experience of the Subaccounts.

TRANSFERS AND  WITHDRAWALS  FROM THE FIXED  ACCOUNT -- You may transfer  amounts
from the  Subaccounts  to the Fixed  Account  and from the Fixed  Account to the
Subaccounts,  subject to the  following  limitations.  Transfers  from the Fixed
Account are allowed only (1) during the calendar  month in which the  applicable
Guarantee  Period  expires,  (2) pursuant to the Dollar Cost  Averaging  Option,
provided that such  transfers are scheduled to be made over a period of not less
than one year, and (3) pursuant to the Asset Reallocation Option, provided that,
upon  receipt of the Asset  Reallocation  Request,  Contract  Value is allocated
among the Fixed Account and the Subaccounts in the  percentages  selected by the
Owner without violating the restrictions on transfers from the Fixed Account set
forth  in  (1)  above.  Accordingly,  if  you  desire  to  implement  the  Asset
Reallocation  Option,  you  should  do so at a time when  Contract  Value may be
transferred  from the Fixed  Account to the  Subaccounts  without  violating the
restrictions  on transfers from the Fixed  Account.  Once you implement an Asset
Reallocation  Option,  the restrictions on transfers will not apply to transfers
made pursuant to the Option.

   The  minimum  amount  that you may  transfer  from the Fixed  Account  to the
Subaccounts  is the lesser of (i) $500 or (ii) the amount of Contract  Value for
which the Guarantee  Period  expires in the calendar  month that the transfer is
effected.  Transfers of Contract Value pursuant to the Dollar Cost Averaging and
Asset  Reallocation  Options  are not  currently  subject to any  minimums.  The
Company  reserves  the right to limit the  number of  transfers  permitted  each
Contract Year to 14 transfers, to suspend transfers and to limit the amount that
may be subject to transfers.

   If purchase payments are allocated (except purchase payments made pursuant to
an Automatic Investment Program), or Contract Value is transferred, to the Fixed
Account, any transfers from the Fixed Account in connection with the Dollar Cost
Averaging or Asset Reallocation  Options will automatically  terminate as of the
date of such  purchase  payment or  transfer.  You may  reestablish  Dollar Cost
Averaging or Asset  Reallocation  by  submitting  a written  request to Security
Benefit.  However, if for any reason a Dollar Cost Averaging Option is canceled,
you may only  reestablish the option after the expiration of the next monthly or
quarterly  anniversary  that  corresponds to the period selected in establishing
the option.

   You may also make full or partial  withdrawals  to the same  extent as if you
had allocated Contract Value to the Subaccounts.  However, no partial withdrawal
request will be processed which would result in the withdrawal of Contract Value
from  the  Loan  Account.  See  "Full  and  Partial  Withdrawals,"  page  17 and
"Systematic  Withdrawals,"  page 17. In  addition,  to the same extent as Owners
with  Contract  Value  in the  Subaccounts,  the  Owner  of a  Contract  used in
connection  with a Qualified  Plan may obtain a loan if so  permitted  under the
terms of the Qualified Plan. See "Loans," page 28.

PAYMENTS  FROM THE FIXED  ACCOUNT -- Full and partial  withdrawals,  loans,  and
transfers  from the Fixed  Account may be delayed  for up to six months  after a
written  request in proper  form is  received  by  Security  Benefit at its Home
Office. During the period of deferral,  interest at the applicable interest rate
or rates will  continue to be credited  to the  amounts  allocated  to the Fixed
Account.

MORE ABOUT THE CONTRACT

OWNERSHIP -- The Owner is the person named as such in the  application or in any
later change shown in Security Benefit's records.  While living, the Owner alone
has the right to receive all  benefits and exercise all rights that the Contract
grants or  Security  Benefit  allows.  The Owner may be an entity  that is not a
living person such as a trust or corporation  referred to herein as "Non-natural
Persons." See "Federal Tax Matters," page 29.

   JOINT  OWNERS.  The  Joint  Owners  will be  joint  tenants  with  rights  of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner. Any Contract transaction requires the signature of all persons named
jointly.

DESIGNATION  AND CHANGE OF  BENEFICIARY  -- The  Designated  Beneficiary  is the
person having the right to the death benefit,  if any, payable upon the death of
the  Owner or Joint  Owner  prior to the  Annuity  Start  Date.  The  Designated
Beneficiary  is the first person on the following  list who is alive on the date
of death of the Owner or the Joint  Owner:  the  Owner;  the  Joint  Owner;  the
Primary Beneficiary; the Secondary Beneficiary; the Annuitant; or if none of the
above are alive, the Owner's estate.  The Primary  Beneficiary is the individual
named as such in the application or any later change shown in Security Benefit's
records.  The Primary Beneficiary will receive the death benefit of the Contract
only if he or she is alive on the date of death of both the  Owner and any Joint
Owner prior to the Annuity Start Date. Because the death benefit of the Contract
goes to the first  person on the above list who is alive on the date of death of
any  Owner,  careful  consideration  should be given to the  manner in which the
Contract is registered,  as well as the designation of the Primary  Beneficiary.
The Owner may change the Primary  Beneficiary  at any time while the Contract is
in force by written  request on forms provided by Security  Benefit and received
by  Security  Benefit  at its Home  Office.  The  change  will not be binding on
Security  Benefit  until it is received  and  recorded at its Home  Office.  The
change  will be  effective  as of the date this form is  signed  subject  to any
payments made or other actions  taken by Security  Benefit  before the change is
received and recorded. A Secondary Beneficiary may be designated.  The Owner may
designate a permanent  Beneficiary  whose rights  under the  Contract  cannot be
changed without his or her consent.

   Reference should be made to the terms of a particular  Qualified Plan and any
applicable  law for any  restrictions  or  limitations  on the  designation of a
Beneficiary.

DIVIDENDS  -- The  Contract  does not share in the surplus  earnings of Security
Benefit, and no dividends will be paid.

PAYMENTS  FROM THE  SEPARATE  ACCOUNT -- Security  Benefit  will pay any full or
partial  withdrawal  benefit  or death  benefit  proceeds  from  Contract  Value
allocated to the Subaccounts,  and will effect a transfer between Subaccounts or
from a Subaccount to the Fixed Account on the Valuation Date a proper request is
received  at Security  Benefit's  Home  Office.  However,  Security  Benefit can
postpone  the  calculation  or payment of such a payment or  transfer of amounts
from the  Subaccounts to the extent  permitted  under  applicable  law, which is
currently permissible only for any period:

*  During  which the New York Stock  Exchange  is closed  other  than  customary
   weekend and holiday closings,

*  During  which  trading  on the New  York  Stock  Exchange  is  restricted  as
   determined by the SEC,

*  During which an emergency,  as  determined by the SEC,  exists as a result of
   which  (i)  disposal  of  securities  held  by the  Separate  Account  is not
   reasonably practicable, or (ii) it is not reasonably practicable to determine
   the value of the assets of the Separate Account, or

*  For such other  periods as the SEC may by order permit for the  protection of
   investors.

PROOF OF AGE AND  SURVIVAL  --  Security  Benefit  may  require  proof of age or
survival of any person on whose life annuity payments depend.

MISSTATEMENTS  -- If you  misstate  the age or sex of an  Annuitant or age of an
Owner, the correct amount paid or payable by Security Benefit under the Contract
shall be such as the Contract  Value would have  provided for the correct age or
sex (unless unisex rates apply).

LOANS -- If you own a Contract  issued in connection with a retirement plan that
is qualified  under Section 403(b) of the Internal  Revenue Code, you may borrow
money under your Contract  using the Contract Value as the only security for the
loan. You may obtain a loan by submitting a proper  written  request to Security
Benefit.  A loan must be taken prior to the Annuity Start Date. The minimum loan
that may be taken is $1,000.  The  maximum  loan that can be taken is  generally
equal to the lesser of: (1)  $50,000  reduced by the excess of: (a) the  highest
outstanding loan balance within the preceding  12-month period ending on the day
before the date the loan is made; over (b) the  outstanding  loan balance on the
date the loan is made; or (2) 50% of the Contract Value or $10,000, whichever is
greater.  The Internal Revenue Code requires aggregation of all loans made to an
individual  employee  under a single  employer  plan.  However,  since  Security
Benefit has no information concerning outstanding loans with other providers, we
will  only use  information  available  under  annuity  contracts  issued by us.
Reference should be made to the terms of your particular  Qualified Plan for any
additional loan restrictions.

   When an eligible Owner takes a loan, Contract Value in an amount equal to the
loan amount is transferred from the Subaccounts and/or the Fixed Account into an
account called the "Loan  Account."  Amounts  allocated to the Loan Account earn
3%,  the  minimum  rate of  interest  guaranteed  under  the Fixed  Account.  In
addition, 10% of the loaned amount will be held in the Fixed Account as security
for the loan and will earn the Current Rate.

   Interest  will be charged  for the loan and will  accrue on the loan  balance
from the  effective  date of any  loan.  The loan  interest  rate  will be 5.5%.
Because the Contract  Value  maintained in the Loan Account (which will earn 3%)
will always be equal in amount to the outstanding loan balance,  the net cost of
a loan is 2.5%.

   Loans must be repaid within five years,  unless Security  Benefit  determines
that the loan is to be used to acquire your principal  residence,  in which case
the loan must be repaid  within 30 years.  You must make loan  repayments  on at
least a quarterly  basis, and you may prepay your loan at any time. Upon receipt
of a loan payment,  Security Benefit will transfer  Contract Value from the Loan
Account to the Fixed Account  and/or the  Subaccounts  according to your current
instructions  with respect to purchase payments in an amount equal to the amount
by which the payment reduces the amount of the loan outstanding.

   If you do not make any required  loan payment  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans with a  quarterly  repayment  schedule,  your total  outstanding  loan
balance will be deemed to be in default for tax reporting  purposes.  The entire
loan  balance,  with any  accrued  interest,  will be  reported as income to the
Internal Revenue Service ("IRS").  Once a loan has gone into default,  regularly
scheduled  payments  will not be accepted.  No new loans will be allowed while a
loan is in default. Interest will continue to accrue on a loan in default and if
such  interest is not paid by December 31 of each year,  it will be added to the
outstanding  balance of the loan and will be reported to the IRS. Contract Value
equal to the amount of the  accrued  interest  will be  transferred  to the Loan
Account.  If a loan continues to be in default,  the total  outstanding  balance
will be deducted from Contract Value upon the Owner's  attaining age 59 1/2. The
Contract will be  automatically  terminated if the outstanding loan balance on a
loan in default  equals or exceeds the Withdrawal  Value.  The proceeds from the
Contract will be used to repay the debt and any  applicable  withdrawal  charge.
Because of the adverse tax  consequences  associated  with defaulting on a loan,
you should carefully  consider your ability to repay the loan and should consult
with a tax advisor before requesting a loan.

   While the amount to secure the loan is held in the Loan  Account,  you forego
the investment experience of the Subaccounts and the Current Rate of interest on
the Fixed Account.  Outstanding Contract Debt will reduce the amount of proceeds
paid  upon  full  withdrawal,  upon  payment  of the  death  benefit,  and  upon
annuitization.  In addition, no partial withdrawal will be processed which would
result in the withdrawal of Contract Value from the Loan Account.

   You should consult with your tax adviser on the effect of a loan.

   Loans are not  available in certain  states  pending  department of insurance
approval.  If loans are later  approved by the insurance  department of a state,
Security  Benefit  intends  to make  loans  available  to all  Owners  of 403(b)
contracts in that state at that time,  but there can be no assurance  that loans
will be approved.  Prospective  Owners  should  contact  their agent  concerning
availability of loans in their state.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS -- Generally,  a Qualified Plan
may not provide for the distribution or withdrawal of amounts  accumulated under
the Plan until after a fixed number of years,  the attainment of a stated age or
upon  the  occurrence  of  a  specific  event  such  as  hardship,   disability,
retirement, death or termination of employment. Therefore, if you own a Contract
purchased in connection with a Qualified Plan, you may not be entitled to make a
full or partial withdrawal,  as described in this Prospectus,  unless one of the
above-described conditions has been satisfied. For this reason, you should refer
to the terms of your particular  Qualified  Plan, the Internal  Revenue Code and
other  applicable law for any limitation or  restriction  on  distributions  and
withdrawals, including the 10% penalty tax that may be imposed in the event of a
distribution  from a Qualified Plan before the  participant  reaches age 59 1/2.
See the discussion under "Tax Penalties," page 34.

   Section   403(b)  imposes   restrictions   on  certain   distributions   from
tax-sheltered  annuity contracts meeting the requirements of Section 403(b). The
restrictions  apply to tax years beginning on or after January 1, 1989.  Section
403(b) requires that distributions from Section 403(b)  tax-sheltered  annuities
that are  attributable  to employee  contributions  made after December 31, 1988
under a salary reduction agreement begin only after the employee (i) reaches age
59 1/2, (ii) separates from service,  (iii) dies, (iv) becomes disabled,  or (v)
incurs a hardship.  Furthermore,  distributions  of gains  attributable  to such
contributions  accrued  after  December  31,  1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
residence,  or  paying  certain  tuition  expenses,  that may ONLY be met by the
distribution.

   If you own a Contract  purchased as a  tax-sheltered  Section  403(b) annuity
contract,  you  will  not,  therefore,  be  entitled  to make a full or  partial
withdrawal,  as described in this Prospectus,  in order to receive proceeds from
the Contract attributable to contributions under a salary reduction agreement or
any gains  credited to such Contract  after  December 31, 1988 unless one of the
above-described  conditions  has been  satisfied.  In the case of  transfers  of
amounts  accumulated  in a different  Section  403(b)  contract to this Contract
under a Section 403(b) program, the withdrawal constraints described above would
not apply to the amount transferred to the Contract  attributable to the Owner's
December 31, 1988 account  balance under the old contract,  provided the amounts
transferred  between  contracts  qualified  as a  tax-free  exchange  under  the
Internal  Revenue  Code.  An Owner of a  Contract  may be able to  transfer  the
Contract's Withdrawal Value to certain other investment alternatives meeting the
requirements  of Section 403(b) that are available  under an employer's  Section
403(b) arrangement.

   The  distribution  or  withdrawal  of amounts  under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore,  you should carefully consider the tax consequences of a distribution
or withdrawal  under a Contract and you should  consult a competent tax adviser.
See "Federal Tax Matters," below.

FEDERAL TAX MATTERS

INTRODUCTION -- The Contract described in this Prospectus is designed for use by
individuals in retirements  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement of Additional  Information is general in nature and is not intended to
be an exhaustive discussion of all questions that might arise in connection with
a Contract.  It is based upon Security  Benefit's  understanding  of the present
federal income tax laws as currently interpreted by the Internal Revenue Service
("IRS"),  and is not intended as tax advice. No representation is made regarding
the likelihood of  continuation of the present federal income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of the tax
laws and the  fact  that tax  results  will  vary  according  to the  particular
circumstances of the individual involved and, if applicable, the Qualified Plan,
a person should consult with a qualified tax adviser regarding the purchase of a
Contract,  the selection of an Annuity  Option under a Contract,  the receipt of
annuity payments under a Contract or any other transaction involving a Contract.
SECURITY BENEFIT DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX
CONSEQUENCES  ARISING  FROM,  ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACT.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT --

   GENERAL.  Security  Benefit  intends to be taxed as a life insurance  company
under Part I,  Subchapter L of the Code.  Because the operations of the Separate
Account form a part of Security  Benefit,  Security  Benefit will be responsible
for any federal  income taxes that become  payable with respect to the income of
the Separate Account and its Subaccounts.

   CHARGE FOR SECURITY BENEFIT TAXES. A charge may be made for any federal taxes
incurred by Security Benefit that are attributable to the Separate Account,  the
Subaccounts  or to the  operations  of  Security  Benefit  with  respect  to the
Contracts or attributable to payments,  premiums, or acquisition costs under the
Contracts. Security Benefit will review the question of a charge to the Separate
Account,  the Subaccounts or the Contracts for Security  Benefit's federal taxes
periodically.  Charges may become  necessary  if, among other  reasons,  the tax
treatment of Security  Benefit or of income and expenses  under the Contracts is
ultimately  determined to be other than what Security Benefit currently believes
it to be, if there are  changes  made in the  federal  income tax  treatment  of
variable  annuities at the insurance  company level,  or if there is a change in
Security Benefit's tax status.

   Under  current  laws,  Security  Benefit  may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  Security Benefit reserves the right to charge the Separate Account or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

   DIVERSIFICATION  STANDARDS.  Each  Series of the SBL Fund will be required to
adhere to  regulations  adopted by the Treasury  Department  pursuant to Section
817(h) of the Code prescribing asset diversification requirements for investment
companies whose shares are sold to insurance  company separate  accounts funding
variable  contracts.  Pursuant  to  these  regulations,  on the last day of each
calendar quarter (or on any day within 30 days thereafter),  no more than 55% of
the total assets of a Series may be represented by any one  investment,  no more
than 70% may be  represented  by any two  investments,  no more  than 80% may be
represented by any three investments, and no more than 90% may be represented by
any four  investments.  For purposes of Section  817(h),  securities of a single
issuer  generally  are treated as one  investment  but  obligations  of the U.S.
Treasury and each U.S.  Governmental  agency or  instrumentality  generally  are
treated as securities of separate  issuers.  The Separate  Account,  through the
Series,  intends  to comply  with the  diversification  requirements  of Section
817(h).

   In  certain  circumstances,  owners  of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated  asset  account may cause the investor  (i.e.,  the contract  owner),
rather than the insurance  company,  to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

   The  ownership  rights under the  Contract  are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the Owner has additional  flexibility in allocating  purchase payments
and Contract Values. These differences could result in an Owner being treated as
the owner of a pro rata  portion  of the  assets  of the  Separate  Account.  In
addition,  Security  Benefit does not know what standards will be set forth,  if
any, in the  regulations or rulings which the Treasury  Department has stated it
expects to issue.  Security Benefit  therefore  reserves the right to modify the
Contract,  as it deems  appropriate,  to  attempt to prevent an Owner from being
considered the owner of a pro rata share of the assets of the Separate  Account.
Moreover, in the event that regulations or rulings are adopted,  there can be no
assurance that the Series will be able to operate as currently  described in the
Prospectus,  or that the SBL Fund will not have to change any Series' investment
objective or investment policies.

INCOME  TAXATION OF ANNUITIES IN  GENERAL--NON-QUALIFIED  PLANS -- Section 72 of
the Code governs the taxation of annuities.  In general, a contract owner is not
taxed on  increases  in value  under an  annuity  contract  until  some  form of
distribution is made under the contract.  However,  the increase in value may be
subject to tax currently under certain  circumstances.  See "Contracts  Owned by
Non-Natural  Persons"  on  page  32  and   "Diversification   Standards"  above.
Withholding of federal income taxes on all  distributions may be required unless
a recipient who is eligible elects not to have any amounts withheld and properly
notifies Security Benefit of that election.

   SURRENDERS OR  WITHDRAWALS  PRIOR TO THE ANNUITY START DATE.  Code Section 72
provides  that amounts  received upon a total or partial  withdrawal  (including
systematic  withdrawals)  from a  Contract  prior  to  the  Annuity  Start  Date
generally  will be treated as gross  income to the extent that the cash value of
the Contract immediately before the withdrawal (determined without regard to any
surrender charge in the case of a partial withdrawal) exceeds the "investment in
the  contract."  The  "investment  in the contract" is that portion,  if any, of
purchase  payments  paid  under  a  Contract  less  any  distributions  received
previously  under the Contract  that are  excluded  from the  recipient's  gross
income.  The taxable portion is taxed at ordinary income tax rates. For purposes
of this  rule,  a pledge or  assignment  of a  contract  is treated as a payment
received on account of a partial withdrawal of a Contract.

   SURRENDERS OR WITHDRAWALS ON OR AFTER THE ANNUITY START DATE. Upon a complete
surrender,  the  receipt is  taxable  to the  extent  that the cash value of the
Contract  exceeds the  investment in the Contract.  The taxable  portion of such
payments will be taxed at ordinary income tax rates.

   For fixed annuity payments,  the taxable portion of each payment generally is
determined by using a formula known as the "exclusion  ratio," which establishes
the ratio that the investment in the Contract bears to the total expected amount
of annuity payments for the term of the Contract.  That ratio is then applied to
each payment to determine the non-taxable portion of the payment.  The remaining
portion of each payment is taxed at ordinary income rates.  For variable annuity
payments,  the taxable  portion of each payment is determined by using a formula
known as the "excludable  amount," which establishes the non-taxable  portion of
each payment. The non-taxable portion is a fixed dollar amount for each payment,
determined by dividing the  investment in the Contract by the number of payments
to be made. The remainder of each variable annuity payment is taxable.  Once the
excludable  portion of annuity  payments  to date equals the  investment  in the
Contract, the balance of the annuity payments will be fully taxable.

   PENALTY TAX ON CERTAIN  SURRENDERS AND  WITHDRAWALS.  With respect to amounts
withdrawn or distributed  before the taxpayer  reaches age 59 1/2, a penalty tax
is imposed  equal to 10% of the portion of such amount  which is  includable  in
gross income.  However,  the penalty tax is not applicable to  withdrawals:  (i)
made  on or  after  the  death  of the  owner  (or  where  the  owner  is not an
individual,  the  death  of  the  "primary  annuitant,"  who is  defined  as the
individual  the events in whose life are of primary  importance in affecting the
timing and amount of the payout under the Contract);  (ii)  attributable  to the
taxpayer's  becoming  totally  disabled  within  the  meaning  of  Code  Section
72(m)(7);  (iii)  which are part of a series  of  substantially  equal  periodic
payments  (not  less  frequently  than  annually)  made  for the  life  (or life
expectancy) of the taxpayer,  or the joint lives (or joint life expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

   If the penalty tax does not apply to a surrender or withdrawal as a result of
the application of item (iii) above, and the series of payments are subsequently
modified  (other than by reason of death or  disability),  the tax for the first
year in which the modification occurs will be increased by an amount (determined
by the  regulations)  equal to the tax that would have been imposed but for item
(iii) above,  plus interest for the deferral period,  if the modification  takes
place (a) before  the close of the  period  which is five years from the date of
the first  payment and after the taxpayer  attains age 59 1/2, or (b) before the
taxpayer reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS --

   DISTRIBUTION-AT-DEATH RULES. In order to be treated as an annuity contract, a
contract  must provide the following two  distribution  rules:  (a) if any owner
dies on or after the Annuity Start Date,  and before the entire  interest in the
Contract has been  distributed,  the  remainder of the owner's  interest will be
distributed  at least as quickly as the method in effect on the  owner's  death;
and (b) if any owner dies before the Annuity Start Date, the entire  interest in
the Contract must generally be  distributed  within five years after the date of
death, or, if payable to a designated  beneficiary,  must be annuitized over the
life of that  designated  beneficiary or over a period not extending  beyond the
life expectancy of that  beneficiary,  commencing within one year after the date
of death of the owner. If the sole  designated  beneficiary is the spouse of the
deceased owner,  the Contract  (together with the deferral of tax on the accrued
and future  income  thereunder)  may be  continued  in the name of the spouse as
owner.

   Generally,  for purposes of determining when  distributions  must begin under
the foregoing rules, where an owner is not an individual,  the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions  must  commence,  unless the sole  Designated  Beneficiary  is the
deceased owner's spouse.

   GIFT OF ANNUITY CONTRACTS.  Generally,  gifts of non-tax qualified  Contracts
prior to the Annuity  Start Date will  trigger tax on the gain on the  Contract,
with the donee getting a stepped-up basis for the amount included in the donor's
income. The 10% penalty tax and gift tax also may be applicable.  This provision
does not apply to transfers between spouses or incident to a divorce.

   CONTRACTS  OWNED  BY  NON-NATURAL  PERSONS.  If the  Contract  is  held  by a
non-natural  person (for  example,  a  corporation)  the income on that Contract
(generally  the increase in net surrender  value less the purchase  payments) is
includable  in  taxable  income  each  year.  The rule does not apply  where the
Contract is acquired by the estate of a decedent,  where the Contract is held by
certain types of  retirement  plans,  where the Contract is a qualified  funding
asset for structured  settlements,  where the Contract is purchased on behalf of
an  employee  upon  termination  of a  qualified  plan,  and in the  case  of an
immediate annuity.  An annuity contract held by a trust or other entity as agent
for a natural person is considered held by a natural person.

   MULTIPLE  CONTRACT  RULE.  For  purposes  of  determining  the  amount of any
distribution  under Code Section 72(e) (amounts not received as annuities)  that
is includable in gross income, all Non-Qualified annuity contracts issued by the
same  insurer to the same  contract  owner  during any  calendar  year are to be
aggregated and treated as one contract. Thus, any amount received under any such
contract  prior  to  the  contract's  Annuity  Start  Date,  such  as a  partial
surrender,  dividend,  or loan, will be taxable (and possibly subject to the 10%
penalty tax) to the extent of the combined income in all such contracts.

   In  addition,  the  Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly subject to the 10% penalty tax) to the extent of the combined income in
all such  contracts and  regardless of whether any amount would  otherwise  have
been excluded from income because of the "exclusion ratio" under the contract.

   POSSIBLE TAX CHANGES.  In recent  years,  legislation  has been proposed that
would have adversely  modified the federal  taxation of certain  annuities,  and
President Clinton's  fiscal-year 1999 Budget proposal includes a provision that,
if adopted, would impose new taxation on owners of variable annuities.  There is
always the  possibility  that the tax  treatment  of  annuities  could change by
legislation  or other  means  (such as IRS  regulations,  revenue  rulings,  and
judicial decisions).  Moreover,  although unlikely, it is also possible that any
legislative change could be retroactive (that is, effective prior to the date of
such change).

   TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT. A transfer of ownership of
a Contract,  the designation of an Annuitant,  Payee or other Beneficiary who is
not also the Owner, the selection of certain Annuity Start Dates or the exchange
of a Contract may result in certain tax  consequences  to the Owner that are not
discussed  herein.  An  Owner  contemplating  any  such  transfer,   assignment,
selection or exchange should contact a competent tax adviser with respect to the
potential effects of such a transaction.

QUALIFIED  PLANS -- The Contract may be used with Qualified  Plans that meet the
requirements  of  Section  403(b),  408 or  408A  of the  Code.  The  tax  rules
applicable to participants in such Qualified Plans vary according to the type of
plan and the terms and conditions of the plan itself.  No attempt is made herein
to provide more than general  information about the use of the Contract with the
various types of Qualified Plans.  These Qualified Plans may permit the purchase
of the Contracts to accumulate  retirement savings under the plans.  Adverse tax
or other  legal  consequences  to the plan,  to the  participant  or to both may
result if this Contract is assigned or  transferred to any individual as a means
to  provide  benefit   payments,   unless  the  plan  complies  with  all  legal
requirements  applicable  to such  benefits  prior to transfer of the  Contract.
Owners,  Annuitants,  and  Beneficiaries,  are cautioned  that the rights of any
person to any benefits  under such  Qualified  Plans may be subject to the terms
and conditions of the plans themselves or limited by applicable law,  regardless
of the terms and conditions of the Contract issued in connection therewith.  For
example,  Security  Benefit  may accept  beneficiary  designations  and  payment
instructions  under  the terms of the  Contract  without  regard to any  spousal
consents that may be required under the Employee  Retirement Income Security Act
of 1974 (ERISA).  Consequently,  an Owner's  Beneficiary  designation or elected
payment option may not be enforceable.

   The  amounts  that may be  contributed  to  Qualified  Plans are  subject  to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into Security Benefit's Contract administration procedures. Owners,
participants   and   beneficiaries   are  responsible   for   determining   that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law.

   The following are brief  descriptions of the various types of Qualified Plans
and the use of the Contract therewith:

   SECTION  403(B).  Code Section  403(b)  permits  public school  employees and
employees  of  certain  types  of   charitable,   educational   and   scientific
organizations  specified in Section  501(c)(3)  of the Code to purchase  annuity
contracts,  and,  subject  to  certain  limitations,  to  exclude  the amount of
purchase  payments  from gross  income for tax  purposes.  The  Contract  may be
purchased in connection with a Section 403(b) annuity program.

   Section 403(b)  annuities must generally be provided under a plan which meets
certain minimum  participation,  coverage,  and nondiscrimination  requirements.
Each  employee's  interest in a  retirement  plan  qualified  under Code Section
403(b) must generally be  distributed or begin to be distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
distributions  must not extend  beyond the life of the  employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

   If an employee dies before  reaching his or her required  beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the year of the employee's  death to a designated  beneficiary and are
made over the life of the beneficiary (or over a period not extending beyond the
life  expectancy  of the  beneficiary).  If the  designated  beneficiary  is the
employee's  surviving  spouse,  distributions  may be delayed until the employee
would have reached age 70 1/2.

   If an employee dies after  reaching his or her required  beginning  date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

   A  Section   403(b)   annuity   contract  may  be  purchased   with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

   Amounts used to purchase  Section 403(b)  annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

   A Section 403(b) annuity  contract must prohibit the distribution of employee
contributions  (including earnings thereon) until the employee:  (i) attains age
59 1/2, (ii) terminates  employment;  (iii) dies; (iv) becomes disabled;  or (v)
incurs a financial  hardship  (earnings may not be  distributed  in the event of
hardship).

   Distributions  from a Section 403(b)  annuity  contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" page 34.

   SECTIONS 408 AND 408A. INDIVIDUAL  RETIREMENT  ANNUITIES.  Section 408 of the
Code permits eligible  individuals to establish  individual  retirement programs
through the purchase of Individual  Retirement Annuities  ("traditional  IRAs").
The Contract may be  purchased as an IRA. The IRAs  described in this  paragraph
are called "traditional IRAs" to distinguish them from the new "Roth IRAs" which
became available in 1998. (Roth IRAs are described below.)

   IRAs are subject to  limitations on the amount that may be  contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending  upon  the  circumstances  of  the  individual,   contributions  to  a
traditional IRA may be made on a deductible or  non-deductible  basis.  IRAs may
not be transferred,  sold,  assigned,  discounted or pledged as collateral for a
loan or other obligation. The annual premium for an IRA may not be fixed and may
not exceed $2,000 (except in the case of a rollover contribution). Any refund of
premium  must be applied to the payment of future  premiums  or the  purchase of
additional benefits.

   Sale of the Contract for use with IRAs may be subject to special requirements
imposed by the Internal  Revenue  Service.  Purchasers  of the Contract for such
purposes will be provided with such supplementary information as may be required
by the Internal Revenue Service or other appropriate  agency,  and will have the
right to revoke the Contract under certain circumstances. See the IRA Disclosure
Statement that accompanies this Prospectus.

   In general, traditional IRAs are subject to minimum distribution requirements
similar to those  applicable to retirement  plans qualified under Section 403(b)
of the Code;  however,  the  required  beginning  date for  traditional  IRAs is
generally  the date that the  contract  owner  reaches age 70 1/2--the  contract
owner's  retirement date, if any, will not affect his or her required  beginning
date. See "Section 403(b)," page 33. Distributions from IRAs are generally taxed
under Code Section 72. Under these rules, a portion of each  distribution may be
excludable from income.  The amount  excludable from the individual's  income is
the amount of the  distribution  that  bears the same ratio as the  individual's
nondeductible contributions bears to the expected return under the IRA.

   Distributions  from a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
IRA may be eligible to be rolled over to a retirement  plan qualified under Code
Section 401(a) or a Section 403(b) annuity contract. See "Rollovers" on page 34.

   ROTH IRAS. Section 408A of the Code permits eligible individuals to establish
a Roth IRA, a new type of IRA which became  available in 1998.  The Contract may
be purchased as a Roth IRA. Contributions to a Roth IRA are not deductible,  but
withdrawals  that meet certain  requirements  are not subject to federal  income
tax.  Sale of the  contract  for use with Roth IRAs may be  subject  to  special
requirements imposed by the Internal Revenue Service. Purchasers of the Contract
for such purposes will be provided with such supplementary information as may be
required by the Internal Revenue Service or other appropriate  agency,  and will
have the right to revoke  the  Contract  under  certain  requirements.  Unlike a
traditional  IRA,  Roth IRAs are not  subject to minimum  required  distribution
rules during the contract owner's lifetime.  Generally, however, the amount in a
remaining  Roth IRA must be  distributed  by the end of the fifth year after the
death of the contract owner.

   The Internal Revenue Service has not reviewed the Contract for  qualification
as a Roth IRA and has not addressed in a ruling of general applicability whether
a death benefit  provision  such as the provision in the Contract  comports with
Roth IRA qualification requirements.

   ROLLOVERS.  A "rollover" is the tax-free  transfer of a distribution from one
Qualified Plan to another.  Distributions which are rolled over are not included
in the employee's gross income until some future time.

   If any  portion  of the  balance to the  credit of an  employee  in a Section
403(b) plan is paid to the employee in an "eligible  rollover  distribution" and
the  employee  transfers  any  portion of the amount  received  to an  "eligible
retirement plan," then the amount so transferred is not includable in income. An
"eligible  rollover  distribution"  generally means any distribution that is not
one of a series of periodic payments made for the life of the distributee or for
a  specified  period of at least ten years.  In  addition,  a  required  minimum
distribution will not qualify as an eligible rollover  distribution.  A rollover
must be completed within 60 days after receipt of the distribution.

   In the case of a Section 403(b) plan, an "eligible  retirement  plan" will be
another  Section  403(b)  plan or an  individual  retirement  account or annuity
described in Code Section 408.

   A Section  403(b) plan must  generally  provide a  participant  receiving  an
eligible rollover distribution,  the option to have the distribution transferred
directly to another eligible retirement plan.

   The owner of an IRA may make a tax-free  rollover  of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution  from  his or her  IRA and  within  60  days  roll  it over  into a
retirement  plan qualified  under Code Section 401(a) if all of the funds in the
IRA are  attributable  to a rollover from a Section  401(a) plan.  Similarly,  a
distribution from an IRA may be rolled over to a Section 403(b) plan only if all
of the funds in the IRA are  attributable  to a rollover  from a Section  403(b)
annuity.

   TAX PENALTIES.  PREMATURE  DISTRIBUTION TAX.  Distributions  from a Qualified
Plan  before the  participant  reaches  age 59 1/2 are  generally  subject to an
additional tax equal to 10% of the taxable portion of the distribution.  The 10%
penalty tax does not apply to  distributions:  (i) made on or after the death of
the employee;  (ii) attributable to the employee's  disability;  (iii) which are
part of a series  of  substantially  equal  periodic  payments  made  (at  least
annually) for the life (or life  expectancy)  of the employee or the joint lives
(or joint life  expectancies)  of the employee and a designated  beneficiary and
which begin after the employee terminates  employment;  (iv) made to an employee
after  termination  of  employment  after  reaching  age 55; (v) made to pay for
certain  medical  expenses;  (vi)  that  are  exempt  withdrawals  of an  excess
contribution;  (vii) that is rolled over or transferred in accordance  with Code
requirements;  or (viii) that is transferred  pursuant to a decree of divorce or
separate maintenance or written instrument incident to such a decree.

   The  exception  to the 10%  penalty tax  described  in item (iv) above is not
applicable to IRAs. However, distributions from an IRA to unemployed individuals
can be made without  application of the 10% penalty tax to pay health  insurance
premiums in certain cases.  Starting  January 1, 1998,  there are two additional
exceptions  to the 10% penalty tax on  withdrawals  from IRAs before age 59 1/2:
withdrawals made to pay "qualified"  higher  education  expenses and withdrawals
made to pay certain "eligible first-time home buyer expenses."

   MINIMUM  DISTRIBUTION TAX. If the amount distributed from a Qualified Plan is
less than the minimum  required  distribution  for the year, the  participant is
subject to a 50% tax on the amount that was not properly distributed.

   WITHHOLDING.   Periodic   distributions  (e.g.,   annuities  and  installment
payments) from a Qualified Plan that will last for a period of ten or more years
are generally  subject to voluntary income tax withholding.  The amount withheld
on such periodic  distributions  is determined at the rate  applicable to wages.
The  recipient  of a  periodic  distribution  may  generally  elect  not to have
withholding apply.

   Nonperiodic  distributions  (e.g.,  lump sums and  annuities  or  installment
payments  of less than ten years)  from a  Qualified  Plan (other than IRAs) are
generally  subject  to  mandatory  20%  income  tax  withholding.   However,  no
withholding is imposed if the  distribution  is transferred  directly to another
eligible  Qualified Plan.  Nonperiodic  distributions from an IRA are subject to
income tax  withholding at a flat 10% rate. The recipient of such a distribution
may elect not to have withholding apply.

   The above description of the federal income tax consequences of the different
types of  Qualified  Plans which may be funded by the  Contract  offered by this
Prospectus is only a brief summary and is not intended as tax advice.  The rules
governing  the  provisions of Qualified  Plans are  extremely  complex and often
difficult to comprehend.  Anything less than full compliance with the applicable
rules, all of which are subject to change, may have adverse tax consequences.  A
prospective  Owner  considering  adoption of a Qualified  Plan and purchase of a
Contract in connection  therewith should first consult a qualified and competent
tax adviser,  with regard to the  suitability  of the Contract as an  investment
vehicle for the Qualified Plan.

OTHER INFORMATION

VOTING OF SBL FUND SHARES --  Security  Benefit is the legal owner of the shares
of SBL Fund held by the  Subaccounts.  Security  Benefit  will  exercise  voting
rights  attributable  to the  shares  of each  Series  of the  Fund  held in the
Subaccounts at any regular and special  meetings of the shareholders of the Fund
on matters requiring  shareholder  voting under the 1940 Act. In accordance with
its view of presently  applicable law, Security Benefit will exercise its voting
rights based on instructions received from persons having the voting interest in
corresponding  Subaccounts.   However,  if  the  1940  Act  or  any  regulations
thereunder should be amended,  or if the present  interpretation  thereof should
change, and as a result Security Benefit determines that it is permitted to vote
the shares of the SBL Fund in its own right, it may elect to do so.

   The person having the voting  interest under a Contract is the Owner.  Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to  Security  Benefit  is
determined by dividing your Contract Value in the corresponding  Subaccount on a
particular  date by the net asset  value per share of the  Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the same date established by
SBL Fund for  determining  shareholders  eligible  to vote at the meeting of the
Fund. If required by the SEC,  Security  Benefit reserves the right to determine
in a different fashion the voting rights attributable to the shares of SBL Fund.
Voting instructions may be cast in person or by proxy.

   Voting rights  attributable  to your Contract Value in a Subaccount for which
no timely voting  instructions are received will be voted by Security Benefit in
the same  proportion  as the voting  instructions  that are received in a timely
manner for all Contracts participating in that Subaccount. Security Benefit will
also  exercise  the voting  rights from assets in each  Subaccount  that are not
otherwise  attributable to Owners,  if any, in the same proportion as the voting
instructions   that  are  received  in  a  timely   manner  for  all   Contracts
participating  in that  Subaccount.  Security  Benefit  generally  will exercise
voting  rights  attributable  to  shares  of the  Series of SBL Fund held in its
General  Account,  if any, in the same  proportion as votes cast with respect to
shares of the Series of the Fund held by the Separate Account and other separate
accounts of Security Benefit, in the aggregate.

SUBSTITUTION OF INVESTMENTS -- Security Benefit  reserves the right,  subject to
compliance with the law as then in effect, to make additions to, deletions from,
substitutions  for,  or  combinations  of the  securities  that  are held by the
Separate  Account  or  any  Subaccount  or  that  the  Separate  Account  or any
Subaccount  may  purchase.  If  shares  of any or all of the  Series of SBL Fund
should no longer be available for investment,  or if Security Benefit management
believes  further  investment  in shares of any or all of the Series of SBL Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may  substitute  shares of another  Series of SBL Fund or of a different
fund for shares  already  purchased,  or to be purchased in the future under the
Contract.  Security  Benefit may also purchase,  through the  Subaccount,  other
securities  for other  classes  or  contracts,  or permit a  conversion  between
classes of contracts on the basis of requests made by Owners.

   In connection  with a substitution  of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

   Security Benefit also reserves the right to establish additional  Subaccounts
of the  Separate  Account  that  would  invest in a new Series of SBL Fund or in
shares of  another  investment  company,  a series  thereof,  or other  suitable
investment  vehicle.  Security Benefit may establish new Subaccounts in its sole
discretion,  and will determine whether to make any new Subaccount  available to
existing  Owners.  Security  Benefit may also  eliminate  or combine one or more
Subaccounts if, in its sole discretion, marketing, tax, or investment conditions
so warrant.

   Subject to compliance  with  applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount to
another separate account or Subaccount.

   In the event of any such  substitution  or change,  Security  Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such  substitution or change. If Security
Benefit  believes it to be in the best interests of persons having voting rights
under the  Contracts,  the  Separate  Account may be  operated  as a  management
investment  company  under the 1940 Act or any other form  permitted by law. The
Separate  Account  may  be  deregistered  under  that  Act  in  the  event  such
registration  is no longer  required,  or it may be combined with other separate
accounts of Security Benefit or an affiliate thereof. Subject to compliance with
applicable law,  Security  Benefit also may combine one or more  Subaccounts and
may establish a committee,  board,  or other group to manage one or more aspects
of the operation of the Separate Account.

CHANGES TO COMPLY WITH LAW AND  AMENDMENTS  --  Security  Benefit  reserves  the
right,  without  the  consent of Owners,  to suspend  sales of the  Contract  as
presently  offered and to make any change to the  provisions of the Contracts to
comply with, or give Owners the benefit of, any federal or state statute,  rule,
or regulation,  including but not limited to requirements for annuity  contracts
and retirement plans under the Internal Revenue Code and regulations  thereunder
or any state statute or regulation.

REPORTS TO OWNERS -- Security Benefit will send you annually a statement setting
forth  a  summary  of the  transactions  that  occurred  during  the  year,  and
indicating  the  Contract  Value as of the end of each year.  In  addition,  the
statement will indicate the allocation of Contract Value among the Fixed Account
and the Subaccounts and any other information  required by law. Security Benefit
will also send  confirmations  upon purchase  payments,  transfers,  loans, loan
repayments,  and full and  partial  withdrawals.  Security  Benefit  may confirm
certain  transactions on a quarterly basis. These transactions include purchases
under an Automatic Investment Program, transfers under the Dollar Cost Averaging
and Asset Reallocation Options, systematic withdrawals and annuity payments.

   You will also receive an annual and semiannual  report  containing  financial
statements for SBL Fund,  which will include a list of the portfolio  securities
of each Series, as required by the 1940 Act, and/or such other reports as may be
required by federal securities laws.

TELEPHONE  TRANSFER  PRIVILEGES -- You may request a transfer of Contract  Value
and may make changes to an existing Dollar Cost Averaging or Asset  Reallocation
option by telephone if the Telephone  Transfer  section of the application or an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone are genuine and will not be liable for any losses due to fraudulent or
unauthorized  instructions  provided it complies with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the account  number and the Owner's tax  identification  number and such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer  request.  If all telephone lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  you may not be able to request  transfers by telephone and would
have to submit written requests.

   By authorizing telephone transfers,  you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers involving your Contract. You
agree that neither Security Benefit,  any of its affiliates,  nor SBL Fund, will
be liable for any loss,  damages,  cost, or expense (including  attorneys' fees)
arising out of any telephone  requests;  provided that Security  Benefit effects
such request in accordance  with its  procedures.  As a result of this policy on
telephone  requests,  you  bear  the risk of loss  arising  from  the  telephone
transfer  privilege.  Security Benefit may discontinue,  modify,  or suspend the
telephone transfer privilege at any time.

LEGAL  PROCEEDINGS  --  There  are no legal  proceedings  pending  to which  the
Separate  Account is a party,  or which  would  materially  affect the  Separate
Account.

LEGAL MATTERS -- Amy J. Lee, Esq., Associate General Counsel,  Security Benefit,
has passed  upon  legal  matters  in  connection  with the issue and sale of the
Contracts  described in this Prospectus,  Security Benefit's  authority to issue
the  Contracts  under Kansas law, and the validity of the forms of the Contracts
under Kansas law.

PERFORMANCE INFORMATION

   Performance  information  for  the  Subaccounts,   including  the  yield  and
effective  yield of the Money  Market  Subaccount,  the  yield of the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

   Current  yield  for the  Money  Market  Subaccount  will be based  on  income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment).  "Effective yield" for the Money Market Subaccount is
calculated in a manner similar to that used to calculate yield, but reflects the
compounding effect of earnings.

   For the  remaining  Subaccounts,  quotations  of  yield  will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in a Contract over a period of one,  five,
and ten years (or, if less, up to the life of the Subaccount),  and will reflect
any credit enhancement and the deduction of the account  administration  charge,
administration charge, mortality and expense risk charge and contingent deferred
sales charge and may simultaneously be shown for other periods.

   Quotations  of yield and  effective  yield do not  reflect  deduction  of the
contingent deferred sales charge, and total return figures may be quoted that do
not reflect  deduction of the charge.  If  reflected,  the  performance  figures
quoted would be lower. Such performance information will be accompanied by total
return figures that reflect  deduction of the  contingent  deferred sales charge
that would be imposed if Contract  Value were withdrawn at the end of the period
for which total return is quoted.

   Although the  Contracts  were not  available  for purchase  until October __,
2000, the underlying  investment vehicle of the Separate Account,  SBL Fund, has
been  in  existence  since  May  26,  1977.  Performance   information  for  the
Subaccounts  may also include  quotations of total return for periods  beginning
prior to the  availability of the Contracts that  incorporate the performance of
SBL Fund.

   Performance  information  for a Subaccount  may be  compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security:  (ii) other variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked  by other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in the Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

   Performance information for any Subaccount reflects only the performance of a
hypothetical  Contract  under which  Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality of the Series in which the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

   Reports  and  promotional  literature  may  also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) Security  Benefit's  rating or a rating of
Security Benefit's  claim-paying ability as determined by firms that analyze and
rate  insurance  companies  and  by  nationally  recognized  statistical  rating
organizations.

ADDITIONAL INFORMATION

REGISTRATION  STATEMENT -- A Registration  Statement under the 1933 Act has been
filed with the SEC relating to the offering  described in this Prospectus.  This
Prospectus  does not include all the  information  included in the  Registration
Statement,  certain  portions of which,  including  the  Statement of Additional
Information, have been omitted pursuant to the rules and regulations of the SEC.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington,  DC,  upon  payment  of the  SEC's  prescribed  fees and may also be
obtained from the SEC's web site (http://www.sec.gov).

FINANCIAL  STATEMENTS -- Consolidated  financial  statements of Security Benefit
Life Insurance  Company and  Subsidiaries  at December 31, 1999 and 1998 and for
each of the three years in the period ended  December 31, 1999, are contained in
the Statement of Additional Information.

STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial statements relating to Security Benefit Life Insurance Company and
Subsidiaries.  The Table of Contents of the Statement of Additional  Information
is set forth below:

TABLE OF CONTENTS --

                                                                            Page

GENERAL INFORMATION AND HISTORY............................................   3
   Safekeeping of Assets...................................................   3
DISTRIBUTION OF THE CONTRACT...............................................   3
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS......   3
   Section 403(b)..........................................................   3
   Section 408.............................................................   3
EXPERTS....................................................................   4
PERFORMANCE INFORMATION....................................................   4
FINANCIAL STATEMENTS.......................................................   6
<PAGE>
                          VARIABLE ANNUITY ACCOUNT XIV

                       STATEMENT OF ADDITIONAL INFORMATION

                             DATE: OCTOBER __, 2000

                      INDIVIDUAL PURCHASE PAYMENT DEFERRED
                            VARIABLE ANNUITY CONTRACT

                                    ISSUED BY
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497
                                 1-800-888-2461


This Statement of Additional  Information is not a prospectus and should be read
in conjunction with the current  Prospectus for the Variable Annuity Account XIV
dated October __, 2000, as it may be  supplemented  from time to time. A copy of
the Prospectus may be obtained from Security  Benefit by calling  1-800-888-2461
or by writing P.O. Box 750497, Topeka, Kansas 66675-0497.
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

GENERAL INFORMATION AND HISTORY..........................................     3
  Safekeeping of Assets..................................................     3

DISTRIBUTION OF THE CONTRACT.............................................     3

METHOD OF DEDUCTING THE EXCESS CHARGE ...................................     3

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS....     4
  Section 403(b).........................................................     4
  Section 408............................................................     4

PERFORMANCE INFORMATION..................................................     4

FINANCIAL STATEMENTS.....................................................     6
<PAGE>
GENERAL INFORMATION AND HISTORY

For a description of the Flexible  Purchase  Payment  Deferred  Variable Annuity
Contract (the "Contract"),  Security Benefit Life Insurance  Company  ("Security
Benefit"),  and the SBL Variable  Annuity Account XIV (the "Separate  Account"),
see  the  Prospectus.   This  Statement  of  Additional   Information   contains
information  that  supplements the information in the Prospectus.  Defined terms
used in this Statement of Additional  Information have the same meaning as terms
defined in the section entitled "Definitions" in the Prospectus.

SAFEKEEPING OF ASSETS -- Security  Benefit is responsible for the safekeeping of
the assets of the  Subaccounts.  These  assets,  which  consist of shares of the
Series of SBL Fund in  non-certificated  form,  are held separate and apart from
the  assets  of  Security  Benefit's  General  Account  and its  other  separate
accounts.

DISTRIBUTION OF THE CONTRACT

Security  Distributors,  Inc. ("SDI") is Principal  Underwriter of the Contract.
SDI is registered as a broker/dealer with the Securities and Exchange Commission
("SEC")  under  the  Securities  Exchange  Act of 1934  and is a  member  of the
National Association of Securities Dealers,  Inc. ("NASD").  The offering of the
Contracts is continuous.

Subject  to  arrangements  with  Security  Benefit,  the  Contract  is  sold  by
independent  broker/dealers  who are members of the NASD and who become licensed
to sell variable annuities for SBL, and by certain financial  institutions.  SDI
acts as principal underwriter on behalf of Security Benefit for the distribution
of the Contract.  SDI is not compensated  under its Distribution  Agreement with
Security Benefit.

The  compensation  payable by SDI under these  arrangements may vary, but is not
expected to exceed in the aggregate 6.5% of purchase payments and 1% of contract
value on an annualized basis.

METHOD OF DEDUCTING THE EXCESS CHARGE

The minimum  mortality and expense risk charge of 0.60%, and the  administration
charge of 0.15%,  on an annual  basis,  of each  Subaccount's  average daily net
assets,  are  factored  into the  accumulation  unit  value or  "price"  of each
Subaccount on each Valuation  Date.  Security  Benefit deducts any mortality and
expense  risk charge  above the minimum  charge and the charge for any  optional
Riders (the "Excess Charge") on a monthly basis.

Each  Subaccount  declares a monthly  dividend and Security  Benefit deducts the
Excess  Charge  from  this  monthly   dividend  upon  its  reinvestment  in  the
Subaccount.  The Excess Charge is a percentage of your Contract Value  allocated
to the Subaccount as of the reinvestment date. The monthly dividend is paid only
for the purpose of collecting the Excess Charge.  Assuming that you owe a charge
above the  minimum  mortality  and expense  risk  charge and the  administration
charge,  your Contract Value will be reduced in the amount of your Excess Charge
upon  reinvestment  of  the  Subaccount's  monthly  dividend.  Security  Benefit
reserves the right to compute and deduct the Excess Charge from each  Subaccount
on each Valuation Date.

Security  Benefit will declare a dividend for each  Subaccount  on one Valuation
Date of each  calendar  month  ("Record  Date").  Security  Benefit will pay the
dividend  on a  subsequent  Valuation  Date  ("Reinvestment  Date")  within five
Valuation  Dates of the Record Date.  Such dividend will be declared as a dollar
amount per Accumulation Unit.

For each  Subaccount,  any  Owner as of the  Record  Date  will  receive  on the
Reinvestment Date a net dividend equal to:

1.  the amount of dividend per Accumulation Unit; times

2.  the number of  Accumulation  Units  allocated  to the  Subaccount  as of the
    Record Date; less

3.  the amount of the Excess Charge for that Subaccount;  provided that Security
    Benefit will not deduct any Excess Charge from the first dividend  following
    the Contract Date.

The net dividend will be reinvested on the Reinvestment Date at the Accumulation
Unit Value determined as of the close of that date in Accumulation  Units of the
Subaccount.

An example of this  process is as follows.  Assuming  Contract  Value of $50,000
allocated to the Equity  Subaccount  and no Riders,  the Excess  Charge would be
computed as follows:

             ------------------------------------------------------
             Mortality and Expense Risk Charge...........     0.70%
             Plus:  Optional Rider Charge................   +  N/A
             Less:  Minimum Charge.......................   - 0.60%
                                                              -----
             Excess Charge on an Annual Basis............     0.10%
             ------------------------------------------------------

Further assuming 5,000 Accumulation Units with an Accumulation Unit Value of $10
per unit on  December  30 and a gross  dividend  of $0.25 per unit  declared  on
December 31 (Record Date), the net dividend amount would be as follows:

--------------------------------------------------------------------------------
Accumulation Unit Value as of Valuation Date before Record Date...     $10.00
Accumulation Unit Value as of Reinvestment Date...................     $ 9.75
                                                                        -----
Gross Dividend Per Unit...........................................     $ 0.25
Less:  Excess Charge Per Unit.....................................   - $ 0.00085
                                                                        --------
Net Dividend Per Unit.............................................     $ 0.24915
Times:  Number of Accumulation Units..............................   x     5,000
                                                                        --------
Net Dividend Amount...............................................     $1,245.75
--------------------------------------------------------------------------------

The  net  dividend  amount  would  be  reinvested  on the  Reinvestment  Date in
Accumulation Units of the Equity Subaccount,  as follows: $0.24915 (net dividend
per unit) divided by $9.75 (Accumulation Unit value as of the Reinvestment Date)
times 5,000 Units equals 127.769  Accumulation  Units. On the Reinvestment Date,
127.769  Accumulation Units are added to Contract Value for a total of 5,127.769
Accumulation  Units  after  the  dividend  reinvestment.  Contract  Value on the
Reinvestment  Date  is  equal  to  5,127.769   Accumulation  Units  times  $9.75
(Accumulation  Unit Value as of the  Reinvestment  Date) for a Contract Value of
$49,995.75 after the dividend reinvestment.

After the  Annuity  Start Date,  Security  Benefit  will deduct a mortality  and
expense  risk charge of 1.25% under  Annuity  Options 1 through 4, 7 and 8. This
charge is factored into the annuity unit values on each Valuation Date.  Monthly
dividends  are payable after the Annuity Start Date only with respect to Annuity
Options 5 and 6.

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION  403(B) --  Contributions  to 403(b)  annuities are  excludable  from an
employee's  gross  income  if they do not  exceed  the  smallest  of the  limits
calculated under Sections 402(g), 403(b)(2), and 415 of the Code. The applicable
limit will depend upon whether the  annuities  are  purchased  with  employer or
employee  contributions.  Rollover contributions are not subject to these annual
limits.

Section 402(g) generally limits an employee's salary reduction  contributions to
a 403(b)  annuity to $10,500 a year. The $10,500 limit will be reduced by salary
reduction  contributions to other types of retirement plans. An employee with at
least 15 years of service  for a  "qualified  employer"  (i.e.,  an  educational
organization,  hospital,  home health service agency, health and welfare service
agency,  church or convention or association  of churches)  generally may exceed
the $10,500 limit by $3,000 per year,  subject to an aggregate  limit of $15,000
for all years.

Section  403(b)(2)  provides an overall  limit on employer and  employee  salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

    (i)  the amount  determined by multiplying 20% of the employee's  includable
         compensation  by the  number  of his or her years of  service  with the
         employer, over

   (ii)  the total  amount  contributed  to  retirement  plans  sponsored by the
         employer,  that were  excludable  from his or her gross income in prior
         years.

Section  415(c)  also  provides an overall  limit on the amount of employer  and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION  408 --  Premiums  (other  than  rollover  contributions)  paid  under a
Contract used in connection with an individual  retirement annuity (IRA) that is
described in Section 408 of the Internal  Revenue Code are subject to the limits
on  contributions  to IRA's under Section  219(b) of the Internal  Revenue Code.
Under  Section   219(b)  of  the  Code,   contributions   (other  than  rollover
contributions)  to an IRA are  limited  to the  lesser of $2,000 per year or the
Owner's annual  compensation.  Spousal IRAs allow an owner and his or her spouse
to contribute up to $2,000 to their  respective IRAs so long as joint tax return
is filed and joint  income is $4,000 or more.  The  maximum  amount  the  higher
compensated  spouse may  contribute for the year is the lesser of $2,000 or 100%
of that  spouse's  compensation.  The maximum the lower  compensated  spouse may
contribute  is  the  lesser  of  (i)  $2,000  or  (ii)  100%  of  that  spouse's
compensation  plus  the  amount  by  which  the  higher   compensated   spouse's
compensation exceeds the amount the higher compensated spouse contributes to his
or her IRA.  The  extent to which an Owner may  deduct  contributions  to an IRA
depends on the gross  income of the Owner and his or her spouse for the year and
whether either participate in an employer-sponsored retirement plan.

Premiums under a Contract used in connection with a simplified  employee pension
plan described in Section 408 of the Internal Revenue Code are subject to limits
under Section  402(h) of the Internal  Revenue Code.  Section  402(h)  currently
limits employer contributions and salary reduction  contributions (if permitted)
under  a  simplified  employee  pension  plan  to the  lesser  of (a) 15% of the
compensation  of the participant in the Plan, or (b) $30,000.  Salary  reduction
contributions, if any, are subject to additional annual limits.

PERFORMANCE INFORMATION

Performance  information for the Subaccounts of the Separate Account,  including
the yield and total  return of all  Subaccounts,  may appear in  advertisements,
reports, and promotional literature provided to current or prospective Owners.

Quotations of yield for the Money Market  Subaccount will be based on the change
in the value,  exclusive  of capital  changes and income  other than  investment
income,  of a hypothetical  investment in a Contract over a particular seven day
period,  less a  hypothetical  charge  reflecting  deductions  from the Contract
during  the  period  (the  "base  period")  and  stated as a  percentage  of the
investment at the start of the base period (the "base period return").  The base
period return is then  annualized by  multiplying  by 365/7,  with the resulting
yield figure  carried to at least the nearest one hundredth of one percent.  Any
quotations of effective  yield for the Money Market  Subaccount  assume that all
dividends received during an annual period have been reinvested.  Calculation of
"effective  yield"  begins with the same "base period  return" used in the yield
calculation,  which is then annualized to reflect weekly compounding pursuant to
the following formula:

             Effective Yield = [(Base Period Return + 1)^365/7] - 1

For the seven-day period ended December 31, 1999, the yield for the Money Market
Subaccount was 4.16% and the effective yield for the Money Market Subaccount was
4.24%.

Quotations of yield for the Subaccounts, other than the Money Market Subaccount,
will be based on all  investment  income per  Accumulation  Unit earned during a
particular  30-day  period,  less  expenses  accrued  during  the  period  ("net
investment  income"),  and will be computed by dividing net investment income by
the value of the Accumulation  Unit on the last day of the period,  according to
the following formula:

                           YIELD = 2[(a-b + 1)^6 - 1]
                                      ---
                                      cd

where  a = net  investment  income  earned  during  the  period  by  the  Series
           attributable to shares owned by the Subaccount,

       b = expenses accrued for the period (net of any reimbursements),

       c = the average daily number of Accumulation Units outstanding during the
           period that were entitled to receive dividends, and

       d = the maximum offering price per  Accumulation  Unit on the last day of
           the period.

Quotations of average annual total return for any  Subaccount  will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment  in a Contract over a period of one, five and ten years (or, if less,
up to the Subaccount , calculated pursuant to the following formula: P(1 + T)n =
ERV (where P = a hypothetical  initial payment of $1,000, T = the average annual
total return, n = the number of years, and ERV = the ending  redeemable value of
a hypothetical  $1,000 payment made at the beginning of the period).  Quotations
of total return may  simultaneously  be shown for other periods and will include
total return for periods  beginning prior to availability of the Contract.  Such
total return figures are based upon the performance of the respective  Series of
SBL Fund, adjusted to reflect the maximum charges imposed under the Contract.

Average  annual  total  return  figures  reflect  the  deduction  of the maximum
mortality  and  expense  risk  and  optional   Rider   charges  of  1.85%,   the
administration  charges,  the account  administration  charge and the contingent
deferred  sales charge.  Total return  figures may be quoted that do not reflect
deduction of the  contingent  deferred  sales charge and reflect  mortality  and
expense and optional  Rider  charges of 1.05%.  The  contingent  deferred  sales
charge and maximum mortality and expense and optional Rider charges if reflected
would lower the level of return quoted. Total return figures that do not reflect
deduction  of all charges  will be  accompanied  by total  return  figures  that
reflect such charges.

Quotations of total return for any  Subaccount  of the Separate  Account will be
based on a hypothetical  investment in an Account over a certain period and will
be computed by subtracting  the initial value of the investment  from the ending
value and dividing the  remainder by the initial value of the  investment.  Such
quotations of total return will reflect the deduction of all applicable  charges
to the  contract  and the  separate  account  (on an annual  basis)  except  the
applicable contingent deferred sales charge.

Performance  information  for a  Subaccount  may be  compared,  in  reports  and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other variable  annuity
separate  accounts,  insurance  products  funds,  or other  investment  products
tracked by Lipper Analytical  Services,  a widely used independent research firm
which ranks mutual funds and other investment  companies by overall performance,
investment  objectives,  and assets, or tracked by The Variable Annuity Research
and Data Service ("VARDS"),  an independent service which monitors and ranks the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

Performance  information  for any Subaccount  reflects only the performance of a
hypothetical  Contract  under which an Owner's  Contract Value is allocated to a
Subaccount  during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the Series of the Mutual
Fund in which the Subaccount invests, and the market conditions during the given
time period,  and should not be  considered as a  representation  of what may be
achieved in the future.

Reports and promotional  literature may also contain other information including
(i) the ranking of any  Subaccount  derived  from  rankings of variable  annuity
separate  accounts,  insurance  products  funds,  or other  investment  products
tracked by Lipper  Analytical  Services or by other rating services,  companies,
publications,  or other persons who rank separate  accounts or other  investment
products  on overall  performance  or other  criteria,  and (ii) the effect of a
tax-deferred  compounding on a Subaccount's  investment  returns,  or returns in
general, which may be illustrated by graphs, charts, or otherwise, and which may
include  a  comparison,  at  various  points  in  time,  of the  return  from an
investment  in a  Contract  (or  returns in  general)  on a  tax-deferred  basis
(assuming one or more tax rates) with the return on a taxable basis.

FINANCIAL STATEMENTS

The consolidated  balance sheets of Security Benefit Life Insurance  Company and
Subsidiaries  as of  December  31,  1999 and 1998 and the  related  consolidated
statements of income,  changes in stockholder's  equity, and cash flows for each
of the three years in the period ended  December 31, 1999, are set forth herein,
starting on page 7.

The consolidated financial statements of Security Benefit Life Insurance Company
and   Subsidiaries,   which  are  included  in  this   Statement  of  Additional
Information,  should be  considered  only as bearing on the  ability of Security
Benefit  to meet  its  obligations  under  the  Contracts.  They  should  not be
considered as bearing on the  investment  performance  of the assets held in the
Separate Account.
<PAGE>
                                     PART C
                                OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

          a.  Financial Statements

              To be filed by amendment.

          b.  Exhibits

               (1)  Resolution of the Board of Directors of Security Benefit
                    Life Insurance Company authorizing establishment of the
                    Separate Account
               (2)  Not Applicable
               (3)  (a)  Service Facilities Agreement(a)
                    (b)  Marketing Organization Agreement(b)
                    (c)  SBL Variable Products Broker/Dealer Sales Agreement(c)
                    (d)  SBL Variable Product Sales Agreement (3-Way Agreement)
                    (e)  SBL Variable Products Schedule of Commissions
                         (to be filed by amendment)
               (4)  (a)  Individual Contract (Form V6029 8-00)
                    (b)  Individual Contract-Unisex (Form V6029U 8-00)
                    (c)  Tax-Sheltered Annuity Endorsement (Form 6832A R9-96)(d)
                    (d)  Withdrawal Charge Waiver Endorsement
                         (Form V6051 3-96)(d)
                    (e)  Waiver of Withdrawal Charge for Terminal Illness
                         Endorsement (Form V6051 TI 2-97)(d)
                    (f)  Individual Retirement Annuity Endorsement
                         (Form V6849A 1-97)(e)
                    (g)  Annuity Loan Provisions Endorsement
                         (Form V6846-1 7-97)(a)
                    (h)  Roth IRA Endorsement (Form V6851 10-97)(e)
                    (i)  Section 457 Endorsement (Form V6054 1-98)(e)
                    (j)  403a Endorsement (Form V6057 10-98)(f)
                    (k)  Annual Stepped Up Death Benefit Rider (Form V6063 8-00)
                    (l)  Guaranteed Growth Death Benefit Rider
                         (Form V6063-1 8-00)
                    (m)  Annual Stepped Up and Guaranteed Growth Death Benefit
                         Rider (Form V6063-2 8-00)
                    (n)  Disability Rider (Form V6064 8-00)
                    (o)  Guaranteed Income Benefit Rider (Form V6065 8-00)
                    (p)  Credit Enhancement Rider (Form V6067 8-00)
                    (q)  Asset Allocation Rider (Form V6068 8-00)
               (5)  (a)  Application (Form V9493 8-00)
                    (b)  Application - Unisex (Form V9493U 8-00)
               (6)  (a)  Composite of Articles of Incorporation of SBL(g)
                    (b)  Bylaws of SBL(g)
               (7)  Not Applicable
               (8)  Not Applicable
               (9)  Opinion of Counsel
              (10)  Not Applicable
              (11)  Not Applicable
              (12)  Not Applicable
              (13)  Not Applicable
              (14)  Powers of Attorney of Howard R. Fricke, Kris A. Robbins,
                    Sister Loretto Marie Colwell, John C. Dicus, Steven J.
                    Douglass, William W. Hanna, John E. Hayes, Jr., Frank C.
                    Sabatini, and Robert C. Wheeler


(a)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature 's  Post-Effective  Amendment No. 1 under the  Securities  Act of
     1933  and  Amendment  No. 2 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 333-23723 (filed October 15, 1997).

(b)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature's  Post-Effective  Amendment No. 23 under the  Securities  Act of
     1933 and Amendment No. 22 under the  Investment  Company Act of 1940 to the
     Registration Statement 2-89328 (filed May 1, 2000).

(c)  Incorporated  herein by  reference  to  Exhibits  filed  with the  Variflex
     Separate Account  Post-Effective  Amendment No. 22 under the Securities Act
     of 1933 and  Amendment No. 21 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (filed April 29, 1999).

(d)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature  Initial  Registration  Statement No.  333-23723 (filed March 16,
     1997).

(e)  Incorporated  herein by  reference  to the  Exhibits  filed  with  Variflex
     Signature's Post-Effective Amendment No. 2 under the Securities Act of 1933
     and  Amendment  No.  3  under  the  Investment   Company  Act  of  1940  to
     Registration Statement 333-23723 (filed April 30, 1998).

(f)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature's Post-Effective Amendment No. 4 under the Securities Act of 1933
     and  Amendment  No.  5  under  the  Investment  Company  Act of 1940 to the
     Registration Statement 333-23723 (filed April 30, 1999).

(g)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Separate Account's Post-Effective Amendment No. 20 under the Securities Act
     of 1933 and  Amendment No. 19 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (Filed August 17, 1998).
<PAGE>
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

          NAME AND PRINCIPAL
          BUSINESS ADDRESS                 POSITIONS AND OFFICES WITH DEPOSITOR

          Howard R. Fricke*                Chairman of the Board,
                                           Chief Executive Officer and Director

          Kris A. Robbins*                 President, Chief Operating Officer
                                           and Director

          Sister Loretto Marie Colwell     Director
          1700 SW 7th Street
          Topeka, Kansas 66606

          John C. Dicus                    Director
          700 Kansas Avenue
          Topeka, Kansas 66603

          Steven J. Douglass               Director
          3231 East 6th Street
          Topeka, Kansas 66607

          William W. Hanna                 Director
          P.O. Box 2256
          Wichita, Kansas 67201

          John E. Hayes, Jr.               Director
          200 Gulf Blvd.
          Belleair, Florida 33786

          Frank C. Sabatini                Director
          120 SW 6th Street
          Topeka, Kansas 66603

          Robert C. Wheeler                Director
          P.O. Box 148
          Topeka, Kansas 66601

          Pat A. Loconto                   Director
          1633 Broadway, 35th Fl.
          New York, NY  10019-6754

          Donald J. Schepker*              Senior Vice President,
                                           Chief Financial Officer and Treasurer

          Roger K. Viola*                  Senior Vice President,
                                           General Counsel and Secretary

          Malcolm E. Robinson*             Senior Vice President and
                                           Assistant to the Chairman and CEO

          John D. Cleland*                 Senior Vice President

          Terry A. Milberger*              Senior Vice President

          Venette K. Davis*                Senior Vice President

          J. Craig Anderson*               Senior Vice President

          Gregory J. Garvin*               Senior Vice President

          James R. Schmank*                Senior Vice President

          Kalman Bakk, Jr.*                Senior Vice President

          Amy J. Lee*                      Associate General Counsel, Vice
                                           President and Assistant Secretary

          Thomas A. Swank*                 Senior Vice President and
                                           Chief Investment Officer

          *Located at 700 Harrison Street, Topeka, Kansas 66636.

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

          The Depositor,  Security Benefit Life Insurance Company ("SBL" or "the
          Company"), is owned by Security Benefit Corp. through the ownership of
          700,000  of SBL's  700,010  issued  and  outstanding  shares of common
          stock. One share of SBL's issued and outstanding common stock is owned
          by each director of SBL, in accordance with the requirements of Kansas
          law. Security Benefit Corp. is wholly owned by Security Benefit Mutual
          Holding  Company  ("SBMHC"),  which  in  turn  is  controlled  by  SBL
          policyholders.  As of December  31, 1999 no one person holds more than
          approximately  0.0004% of the voting power of SBMHC. The Registrant is
          a segregated asset account of SBL.

          The  following  chart  indicates  the persons  controlled  by or under
          common control with SBL Variable Annuity Account XIV or SBL:

<TABLE>
<CAPTION>
                                                                              PERCENT OF VOTING
                                                      JURISDICTION OF     SECURITIES OWNED BY SBMHC
                           NAME                        INCORPORATION      (DIRECTLY OR INDIRECTLY)
                           ----                       ---------------     -------------------------

          <S>                                             <C>                        <C>
          Security Benefit Mutual Holding Company         Kansas                     ---
          (Holding Company)

          Security Benefit Corp.                          Kansas                     100%
          (Holding Company)

          Security Benefit Life Insurance Company         Kansas                     100%
          (Stock Life Insurance Company)

          Security Benefit Group, Inc.                    Kansas                     100%
          (Holding Company)

          Security Management Company, LLC                Kansas                     100%
          (Investment Adviser)

          Security Distributors, Inc.                     Kansas                     100%
          (Broker/Dealer, Principal
          Underwriter of Mutual Funds)

          First Advantage Insurance Agency, Inc.          Kansas                     100%
          (Insurance Agency)

          Security Benefit Academy, Inc.                  Kansas                     100%
          (Daycare Company)

          Security Financial Resources, Inc.              Kansas                     100%
          (Financial Services)

          First Security Benefit Life Insurance           New York                   100%
          and Annuity Company of New York
</TABLE>

          SBL is also the  depositor of the  following  separate  accounts:  SBL
          Variable  Annuity  Accounts  I,  III,  IV and  X,  SBL  Variable  Life
          Insurance  Account Varilife,  Security Varilife Separate Account,  SBL
          Variable  Annuity  Account VIII  (Variflex  LS), SBL Variable  Annuity
          Account VIII (Variflex  Signature),  SBL Variable Annuity Account VIII
          (Extra  Credit),   Variable  Annuity  Account  XI,  Variflex  Separate
          Account,  T.  Rowe  Price  Variable  Annuity  Account,  and  Parkstone
          Variable Annuity Separate Account.

          Through the above-referenced separate accounts, SBL might be deemed to
          control the open-end management  investment companies listed below. As
          of December 31, 1999 the  approximate  percentage  of ownership by the
          separate accounts for each company is as follows:

                   Security Growth and Income Fund....   40.0%
                   SBL Fund...........................  100.0%
                   Security Ultra Fund................   42.0%
                   Advisor's Fund.....................  100.0%

ITEM 27.  NUMBER OF CONTRACTOWNERS

          As of June 1, 2000,  there were no owners of the contract issued under
          SBL Variable Annuity Account XIV.

ITEM 28.  INDEMNIFICATION

          The bylaws of Security Benefit Life Insurance Company provide that the
          Company  shall,  to the extent  authorized by the laws of the State of
          Kansas,  indemnify  officers  and  directors  for certain  liabilities
          threatened  or incurred in connection  with such person's  capacity as
          director or officer.

          The Articles of Incorporation include the following provision:

                (a) No  director  of the  Corporation  shall  be  liable  to the
             Corporation or its  stockholders for monetary damages for breach of
             his or her  fiduciary  duty as a director,  PROVIDED  that  nothing
             contained in this Article shall eliminate or limit the liability of
             a director (a) for any breach of the director's  duty of loyalty to
             the Corporation or its stockholders,  (b) for acts or omissions not
             in good faith or which involve intentional  misconduct or a knowing
             violation of law, (c) under the  provisions  of K.S.A.  17-6424 and
             amendments  thereto,  or (d) for any  transaction  from  which  the
             director  derived an  improper  personal  benefit.  If the  General
             Corporation Code of the State of Kansas is amended after the filing
             of these Articles of  Incorporation  to authorize  corporate action
             further   eliminating   or  limiting  the  personal   liability  of
             directors,  then the  liability  of a director  of the  Corporation
             shall be eliminated or limited to the fullest  extent  permitted by
             the General Corporation Code of the State of Kansas, as so amended.

                (b) Any repeal or modification of the foregoing paragraph by the
             stockholders  of the  Corporation  shall not  adversely  affect any
             right or  protection of a director of the  Corporation  existing at
             the time of such repeal or modification.

          Insofar  as   indemnification   for  a  liability  arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise,  the Depositor has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities  (other than the payment by the Depositor of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Depositor in the successful defense of any action, suit or proceeding)
          is  asserted  by such  director,  officer  or  controlling  person  in
          connection with the Securities being  registered,  the Depositor will,
          unless in the opinion of its counsel the matter has been  settled by a
          controlling precedent,  submit to a court of appropriate  jurisdiction
          the question of whether such  indemnification  by it is against public
          policy  as  expressed  in the Act and will be  governed  by the  final
          adjudication of such issue.

ITEM 29.  PRINCIPAL UNDERWRITER

          (a)  Security Distributors, Inc. ("SDI"), a subsidiary of SBL, acts as
               distributor  of the Contract  issued  under SBL Variable  Annuity
               Account  XIV.  SDI performs  similar  functions  for SBL Variable
               Annuity  Accounts I, III, IV and X, SBL Variable  Life  Insurance
               Account  Varilife,   Security  Varilife  Separate  Account,   SBL
               Variable  Annuity Account VIII (Variflex LS, Variflex  Signature,
               and Extra  Credit),  Variable  Annuity  Account XI, and Parkstone
               Variable  Annuity  Separate  Account.  SDI also acts as principal
               underwriter for the following management investment companies for
               which Security Management Company, LLC, an affiliate of SBL, acts
               as investment  adviser:  Security  Equity Fund,  Security  Income
               Fund,  Security Growth and Income Fund,  Security  Municipal Bond
               Fund, SBL Fund and Security Ultra Fund.

          (b)  NAME AND PRINCIPAL          POSITION AND OFFICES
               BUSINESS ADDRESS*           WITH UNDERWRITER

               Gregory J. Garvin           President and Director
               John D. Cleland             Vice President and Director
               James R. Schmank            Director
               Mark E. Young               Director
               Amy J. Lee                  Secretary
               Brenda M. Harwood           Treasurer and Director

               *700 Harrison, Topeka, Kansas 66636-0001

          (c)  Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

          All accounts and records required to be maintained by Section 31(a) of
          the 1940 Act and the rules  thereunder  are  maintained  by SBL at its
          administrative offices--700 SW Harrison, Topeka, Kansas 66636-0001.

ITEM 31.  MANAGEMENT SERVICES

          All management contracts are discussed in Part A or Part B.

ITEM 32.  UNDERTAKINGS

          (a)  Registrant   undertakes  that  it  will  file  a   post-effective
               amendment  to  this  Registration   Statement  as  frequently  as
               necessary to ensure that the audited financial  statements in the
               Registration  Statement  are never more than  sixteen (16) months
               old for so long as payments under the Variable Annuity  contracts
               may be accepted.

          (b)  Registrant  undertakes  that  it  will  include  as  part  of the
               Variable Annuity  contract  application a space that an applicant
               can check to request a Statement of Additional Information.

          (c)  Registrant  undertakes  to deliver any  Statement  of  Additional
               Information  and any  financial  statements  required  to be made
               available  under this Form  promptly upon written or oral request
               to SBL at the address or phone number listed in the prospectus.

          (d)  Subject  to the  terms and  conditions  of  Section  15(d) of the
               Securities Exchange Act of 1934, the Registrant hereby undertakes
               to  file  with  the  Securities  and  Exchange   Commission  such
               supplementary and periodic information, documents, and reports as
               may be prescribed  by any rule or  regulation  of the  Commission
               heretofore  or  hereafter  duly  adopted  pursuant  to  authority
               conferred in that Section.

          (e)  Depositor represents that the fees and charges deducted under the
               Contract,  in the  aggregate,  are  reasonable in relation to the
               services rendered,  the expenses expected to be incurred, and the
               risks assumed by the Depositor.

          (f)  SBL,  sponsor of the unit investment  trust, SBL Variable Annuity
               Account XIV,  hereby  represents that it is relying upon American
               Council  of Life  Insurance,  SEC  No-Action  Letter,  [1988-1989
               Transfer  Binder] Fed. Sec. L. Rep. (CCH) Paragraph  78,904 (Nov.
               28,  1988),  and  that it has  complied  with the  provisions  of
               paragraphs   (1)-(4)   of  such   no-action   letter   which  are
               incorporated herein by reference.
<PAGE>
                                   SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant has caused this Registration  Statement to be signed on its
behalf in the City of Topeka, State of Kansas on this 20th day of June, 2000.

SIGNATURES AND TITLES

Howard R. Fricke                SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman              (The Depositor)
of the Board, and
Chief Executive Officer         By: HOWARD R. FRICKE
                                    --------------------------------------------
Kris A. Robbins                     Howard R. Fricke, Chairman of the Board
Director, President and             and Chief Executive Officer as Attorney-
Chief Operating Officer             In-Fact for the Officers and Directors Whose
                                    Names Appear Opposite
Sister Loretto Marie Colwell
Director
                                VARIABLE ANNUITY ACCOUNT XIV
John C. Dicus                   (The Registrant)
Director
                                By: SECURITY BENEFIT LIFE INSURANCE COMPANY
William W. Hanna                    (The Depositor)
Director
                                By: HOWARD R. FRICKE
John E. Hayes, Jr.                  --------------------------------------------
Director                            Howard R. Fricke, Chairman of the Board
                                    and Chief Executive Officer
Frank C. Sabatini
Director
                                By: DOUGLAS D. NELSON
Robert C. Wheeler                   --------------------------------------------
Director                            Douglas D. Nelson, Vice President

Steven J. Douglass
Director                        (ATTEST): ROGER K. VIOLA
                                          --------------------------------------
                                          Roger K. Viola, Senior Vice President,
                                          General Counsel and Secretary


                                Date:  June 20, 2000
<PAGE>
                                  EXHIBIT INDEX

 (1)  Resolution

 (2)  None

 (3)  (a)  SBL Variable Product Sales Agreement (3-Way Agreement)
      (b)  SBL Variable Products Schedule of Commissions
           (to be filed by amendment)

 (4)  (a)  Individual Contract (Form V6029  8-00)
      (b)  Individual Contract - Unisex (Form V6029U  8-00)
      (c)  Annual Stepped Up Death Benefit Rider (Form V6063  8-00)
      (d)  Guaranteed Growth Death Benefit Rider (Form V6063-1  8-00)
      (e)  Annual Stepped Up and Guaranteed Growth Death Benefit Rider
           (Form V6063-2  8-00)
      (f)  Disability Rider (Form V6064  8-00)
      (g)  Guaranteed Income Benefit Rider (Form V6065  8-00)
      (h)  Credit Enhancement Rider (Form V6067  8-00)
      (i)  Asset Allocation Rider (Form V6068  8-00)

 (5)  (a)  Application (Form V9493  8-00)
      (b)  Application - Unisex (Form V9493U  8-00)

 (6)  (a)  None
      (b)  None

 (7)  None

 (8)  None

 (9)  Opinion of Counsel

(10)  None

(11)  None

(12)  None

(13)  None

(14)  Powers of Attorney


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission