SBL VARIABLE ANNUITY ACCOUNT XIV
N-4, 2000-12-19
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                                                              File No.
                                                              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
                         Amendment No.  2                                    |X|
                                      -----

                        (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.

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                              SUBJECT TO COMPLETION

                 PRELIMINARY PROSPECTUS DATED DECEMBER 18, 2000

                        _______________ 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. Each Subaccount invests in a corresponding mutual fund (the
"Underlying Fund"). The Subaccounts currently available under the Contract are:

o  AIM Capital Appreciation                    o  Rydex Basic Materials
o  Federated High Income Bond II               o  Rydex Biotechnology
o  Federated U.S. Government Securities II     o  Rydex Consumer Products
o  Fidelity VIP II Contrafund                  o  Rydex Electronics
o  Fidelity VIP II Index 500                   o  Rydex Energy
o  Fidelity VIP II Investment-Grade Bond       o  Rydex Energy Services
o  Fidelity VIP III Growth Opportunities       o  Rydex Financial Services
o  Franklin Small Cap                          o  Rydex Health Care
o  MF Neuberger & Berman Guardian Trust    o  Rydex Internet
o  Neuberger Berman Partners                   o  Rydex Leisure
o  Money Market                                o  Rydex Precious Metals
o  OppenheimerFunds Global                     o  Rydex Retailing
o  Rydex Arktos                                o  Rydex Technology
o  Rydex Nova                                  o  Rydex Telecommunications
o  Rydex OTC                                   o  Rydex Transportation
o  Rydex Ursa                                  o  Rydex Utilities
o  Rydex Large Cap Europe                      o  Strong Opportunity
o  Rydex Large Cap Japan                       o  Templeton Developing Markets
o  Rydex Banking                               o  Templeton International

   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.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 25.

   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 February __, 2001, 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,  You may  obtain  a  Statement  of
Additional  Information  or a  prospectus  for any of the  Underlying  Funds  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 36 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.

--------------------------------------------------------------------------------
   INFORMATION  CONTAINED  HEREIN IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

   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.

   YOU SHOULD READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.

   EXPENSES FOR THIS CONTRACT,  IF PURCHASED WITH AN EXTRA CREDIT RIDER,  MAY BE
HIGHER THAN EXPENSES FOR A CONTRACT WITHOUT AN EXTRA CREDIT RIDER. 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:  JANUARY __, 2001
--------------------------------------------------------------------------------
       The variable annuity covered by this Prospectus is the subject of a
  pending patent application in the United States Patent and Trademark Office.
--------------------------------------------------------------------------------

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

                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS...............................................................    5
SUMMARY...................................................................    5
  PURPOSE OF THE CONTRACT.................................................    5
  THE SEPARATE ACCOUNT AND THE FUNDS......................................    6
  PURCHASE PAYMENTS.......................................................    6
  CONTRACT BENEFITS.......................................................    6
  FREE-LOOK RIGHT.........................................................    6
  CHARGES AND DEDUCTIONS..................................................    6
    Contingent Deferred Sales Charge......................................    6
    Mortality and Expense Risk Charge.....................................    7
    Optional Rider Charges................................................    7
    Administration Charge.................................................    8
    Account Administration Charge.........................................    8
    Premium Tax Charge....................................................    8
    Other Expenses........................................................    8
  CONTACTING SECURITY BENEFIT.............................................    8
EXPENSE TABLE.............................................................    8
  CONTRACTUAL EXPENSES....................................................    9
  ANNUAL SEPARATE ACCOUNT EXPENSES........................................    9
  OPTIONAL RIDER EXPENSES.................................................    9
  ANNUAL UNDERLYING FUND EXPENSES.........................................   10
  EXAMPLES................................................................   11
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE FUNDS...   12
  SECURITY BENEFIT LIFE INSURANCE COMPANY.................................   12
  PUBLISHED RATINGS.......................................................   12
  SEPARATE ACCOUNT........................................................   13
  UNDERLYING FUNDS........................................................   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............................................   16
  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............................................   21
  UNDERLYING FUND EXPENSES................................................   21
OPTIONAL RIDER CHARGES....................................................   21
  GUARANTEED MINIMUM INCOME BENEFIT.......................................   21
  ANNUAL STEPPED UP DEATH BENEFIT.........................................   21
  GUARANTEED GROWTH DEATH BENEFIT.........................................   22
  COMBINED ANNUAL STEPPED UP AND GUARANTEED GROWTH DEATH BENEFIT..........   22
  EXTRA CREDIT............................................................   23
  WAIVER OF WITHDRAWAL CHARGE.............................................   23
  ALTERNATIVE WITHDRAWAL CHARGE...........................................   24
ANNUITY PERIOD............................................................   24
  GENERAL.................................................................   24
  ANNUITY OPTIONS.........................................................   25
    Option 1--Life Income.................................................   25
    Option 2--Life Income with Guaranteed Payments of 5,
      10, 15 or 20 Years..................................................   25
    Option 3--Life with Installment or Unit Refund Option.................   25
    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..................................................   26
MORE ABOUT THE CONTRACT...................................................   26
  OWNERSHIP...............................................................   26
    Joint Owners..........................................................   26
  DESIGNATION AND CHANGE OF BENEFICIARY...................................   26
  DIVIDENDS...............................................................   27
  PAYMENTS FROM THE SEPARATE ACCOUNT......................................   27
  PROOF OF AGE AND SURVIVAL...............................................   27
  MISSTATEMENTS...........................................................   27
  RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS........................   27
FEDERAL TAX MATTERS.......................................................   28
  INTRODUCTION............................................................   28
  TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT.................   28
    General...............................................................   28
    Charge for Security Benefit Taxes.....................................   28
    Diversification Standards.............................................   28
  INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS............   29
    Surrenders or Withdrawals Prior to the Annuity Start Date.............   29
    Surrenders or Withdrawals on or after the Annuity Start Date..........   29
    Penalty Tax on Certain Surrenders and Withdrawals.....................   29
  ADDITIONAL CONSIDERATIONS...............................................   30
    Distribution-at-Death Rules...........................................   30
    Gift of Annuity Contracts.............................................   30
    Contracts Owned by Non-Natural Persons................................   30
    Multiple Contract Rule................................................   30
    Possible Tax Changes..................................................   30
    Transfers, Assignments or Exchanges of a Contract.....................   30
  QUALIFIED PLANS.........................................................   30
    Section 403(b)........................................................   31
    Section 408 and 408A..................................................   31
    Rollovers.............................................................   32
    Tax Penalties.........................................................   32
    Withholding...........................................................   33
OTHER INFORMATION.........................................................   33
  VOTING OF UNDERLYING FUND SHARES........................................   33
  SUBSTITUTION OF INVESTMENTS.............................................   33
  CHANGES TO COMPLY WITH LAW AND AMENDMENTS...............................   34
  REPORTS TO OWNERS.......................................................   34
  TELEPHONE TRANSFER PRIVILEGES...........................................   34
  LEGAL PROCEEDINGS.......................................................   34
  LEGAL MATTERS...........................................................   34
PERFORMANCE INFORMATION...................................................   35
ADDITIONAL INFORMATION....................................................   36
  REGISTRATION STATEMENT..................................................   36
  FINANCIAL STATEMENTS....................................................   36
STATEMENT OF ADDITIONAL INFORMATION.......................................   36
APPENDIX A - IRA Disclosure Statement
APPENDIX B - Roth IRA Disclosure Statement

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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.
--------------------------------------------------------------------------------

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.

   ANNUITY UNIT -- A unit of measure used to calculate variable annuity payments
under Options 1 through 4, 7 and 8.

   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 VALUE -- The total value of your Contract 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.

   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.

   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 Underlying Fund.

   SUBACCOUNT  -- A division of the Separate  Account of Security  Benefit which
invests in a  corresponding  Underlying  Fund.  Currently,  38  Subaccounts  are
available under the Contract.

   UNDERLYING  FUND -- A  mutual  fund  or  series  thereof  that  serves  as an
investment vehicle for its corresponding Subaccount.

   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 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.

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 THE FUNDS -- The Separate Account is currently  divided
into 38 accounts, each referred to as a Subaccount. See "Separate Account," page
13. Each Subaccount invests exclusively in shares of an Underlying Fund, each of
which has a different investment objective or objectives. The Subaccounts are as
follows:

o  AIM Capital Appreciation                    o  Rydex Basic Materials
o  Federated High Income Bond II               o  Rydex Biotechnology
o  Federated U.S. Government Securities II     o  Rydex Consumer Products
o  Fidelity VIP II Contrafund                  o  Rydex Electronics
o  Fidelity VIP II Index 500                   o  Rydex Energy
o  Fidelity VIP II Investment-Grade Bond       o  Rydex Energy Services
o  Fidelity VIP III Growth Opportunities       o  Rydex Financial Services
o  Franklin Small Cap                          o  Rydex Health Care
o  MF Neuberger & Berman Guardian Trust    o  Rydex Internet
o  Neuberger Berman Partners                   o  Rydex Leisure
o  Money Market                                o  Rydex Precious Metals
o  OppenheimerFunds Global                     o  Rydex Retailing
o  Rydex Arktos                                o  Rydex Technology
o  Rydex Nova                                  o  Rydex Telecommunications
o  Rydex OTC                                   o  Rydex Transportation
o  Rydex Ursa                                  o  Rydex Utilities
o  Rydex Large Cap Europe                      o  Strong Opportunity
o  Rydex Large Cap Japan                       o  Templeton Developing Markets
o  Rydex Banking                               o  Templeton International

   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 Underlying  Fund in which
such Subaccount invests. You bear the investment risk for amounts allocated to a
Subaccount.

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,
subject to certain restrictions as described in "The Contract," page 13.

   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. See "Full and Partial  Withdrawals,"  page 16
and "Federal  Tax  Matters,"  page 28 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 24.

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 as of the  Valuation  Date on
which we receive your  Contract any Contract  Value,  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, excluding any Credit Enhancements,  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  payments  under 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 0.85%,  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 ........................       1.10%
         At least $25,000 but less than $100,000 ..       0.95%
         $100,000 or more .........................       0.85%
         --------------------------------------------------------------

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  Rider,  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.  You may not select
Riders with a total charge that exceeds 2.00% of Contract Value.  Currently,  it
is not possible to exceed this limit even if you selected each Rider  available;
however, Security Benefit may make additional Riders available in the future and
you would only be permitted  to select  Riders with a maximum  combined  cost of
2.00% 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% or 5%, 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%              0.25%
                              5%              0.40%
                         ------------------------------

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:

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

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

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

The charge for this Rider is 0.25%.  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%,  5%, 6% or 7%, as elected in the
application. The charge for this Rider is as follows:

                         ------------------------------
                         INTEREST RATE     RIDER CHARGE
                         ------------------------------
                              3%              0.15%
                              5%              0.25%
                              6%              0.30%
                              7%              0.35%
                         ------------------------------

See "Guaranteed Growth Death Benefit," page 22.

   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
0.30%.  See "Combined  Annual Stepped Up and Guaranteed  Growth Death  Benefit,"
page 22.

   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 Credit Enhancement rate selected as set forth below:

                    ----------------------------------------
                    CREDIT ENHANCEMENT RATE     RIDER CHARGE
                    ----------------------------------------
                              3%                   0.45%
                              4%                   0.60%
                              5%                   0.75%
                    ----------------------------------------

See "Extra Credit," page 23.

   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.

   ALTERNATIVE  WITHDRAWAL  CHARGE.  This Rider makes  available an  alternative
withdrawal charge schedule as set forth below.

                      -----------------------------------
                      PURCHASE PAYMENT AGE     WITHDRAWAL
                           (IN YEARS)            CHARGE
                      -----------------------------------
                           1 and over              0%
                      -----------------------------------

The charge for this Rider is 0.35%.  See "Alternative  Withdrawal  Charge," page
24.

   ADMINISTRATION CHARGE. Security Benefit deducts a daily administration charge
equal to an annual  rate of each  Subaccount's  average  daily net  assets.  The
amount of this charge differs by Subaccount and ranges from 0.25% to 0.60%.  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 each Underlying Fund
are paid by the Underlying  Fund and are reflected in the net asset value of its
shares. The Owner indirectly bears a pro rata portion of such fees and expenses.
See the prospectus for each Underlying 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 under the Contract.  The
table  reflects  any  contractual  charges,  expenses of the  Separate  Account,
optional Rider charges,  and charges and expenses of the Underlying  Funds.  The
table  does  not  reflect   premium   taxes  that  may  be  imposed  by  various
jurisdictions. See "Premium Tax Charge," page 20.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  page 19. For a more complete  description  of the  Underlying
Funds' costs and expenses, see each Underlying Fund's 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)
--------------------------------------------------------------------------------
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,  excluding  Credit  Enhancements,  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 16 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.
================================================================================


================================================================================
ANNUAL SEPARATE ACCOUNT EXPENSES (as a percentage of each
Subaccount's average daily net assets)
--------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge ............................   1.10%(1)
Annual Administration Charge ........................................   0.60%(2)
                                                                        ----
Total Separate Account Annual Expenses ..............................   1.70%
--------------------------------------------------------------------------------
1.  The  mortality  and expense  risk charge is reduced for larger  Contracts as
    follows:  Less than $25,000 - 1.10%; At least $25,000 but less than $100,000
    - 0.95%;  $100,000 or more - 0.85%.  The  mortality  and expense risk charge
    during the Annuity Period is 1.25% for Annuity Options 1 through 4, 7 and 8.

2.  The  administration  charge  differs by Subaccount  and ranges from 0.25% to
    0.60% on an annual  basis.  See  "Administration  Charge,"  page 20 for more
    information.
================================================================================


================================================================================
OPTIONAL RIDER EXPENSES (as a percentage of Contract Value)
--------------------------------------------------------------------------------
                                                             INTEREST     RIDER
                                                               RATE       CHARGE
--------------------------------------------------------------------------------
Guaranteed Minimum                                              3%        0.25%
Income Benefit Rider                                            5%        0.40%
--------------------------------------------------------------------------------
Annual Stepped Up                                              ---        0.25%
Death Benefit Rider
--------------------------------------------------------------------------------
                                                                3%        0.15%
Guaranteed Growth                                               5%        0.25%
Death Benefit Rider                                             6%        0.30%
                                                                7%        0.35%
--------------------------------------------------------------------------------
Combined Annual Stepped Up Death Benefit Rider                  5%        0.30%
and Guaranteed Growth Death Benefit Rider
--------------------------------------------------------------------------------
                                                                3%        0.45%
Extra Credit Rider                                              4%        0.60%
                                                                5%        0.75%
--------------------------------------------------------------------------------
Waiver of Withdrawal Charge Rider                              ---        0.05%
--------------------------------------------------------------------------------
Alternative Withdrawal Charge Rider                            ---        0.35%
================================================================================


================================================================================
ANNUAL UNDERLYING FUND EXPENSES
(as a percentage of each Underlying Fund's average daily net assets)
--------------------------------------------------------------------------------
                                          ADVISORY       OTHER       TOTAL FUND
                                           FEE(1)     EXPENSES(2)    EXPENSES(1)
--------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund
--------------------------------------------------------------------------------
Federated High Income Bond Fund II
--------------------------------------------------------------------------------
Federated Fund for U.S.
Government Securities II
--------------------------------------------------------------------------------
Fidelity VIP Contrafund
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Index 500
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Investment Grade
Bond Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities
Portfolio Service Class II
--------------------------------------------------------------------------------
Franklin Small Cap Fund Class 2
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Guardian Portfolio
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Partners Portfolio
--------------------------------------------------------------------------------
SBL Fund, Series D (Global)
--------------------------------------------------------------------------------
Money Market
--------------------------------------------------------------------------------
Rydex Arktos
--------------------------------------------------------------------------------
Rydex Nova
--------------------------------------------------------------------------------
Rydex OTC
--------------------------------------------------------------------------------
Rydex Ursa
--------------------------------------------------------------------------------
Rydex Large Cap Europe
--------------------------------------------------------------------------------
Rydex Large Cap Japan
--------------------------------------------------------------------------------
Rydex Banking
--------------------------------------------------------------------------------
Rydex Basic Materials
--------------------------------------------------------------------------------
Rydex Biotechnology
--------------------------------------------------------------------------------
Rydex Consumer Products
--------------------------------------------------------------------------------
Rydex Electronics
--------------------------------------------------------------------------------
Rydex Energy
--------------------------------------------------------------------------------
Rydex Energy Services
--------------------------------------------------------------------------------
Rydex Financial Services
--------------------------------------------------------------------------------
Rydex Health Care
--------------------------------------------------------------------------------
Rydex Internet
--------------------------------------------------------------------------------
Rydex Leisure
--------------------------------------------------------------------------------
Rydex Precious Metals
--------------------------------------------------------------------------------
Rydex Retailing
--------------------------------------------------------------------------------
Rydex Technology
--------------------------------------------------------------------------------
Rydex Telecommunications
--------------------------------------------------------------------------------
Rydex Transportation
--------------------------------------------------------------------------------
Rydex Utilities
--------------------------------------------------------------------------------
Strong Opportunity Fund II
--------------------------------------------------------------------------------
Templeton Developing Markets
Securities Fund Class 2
--------------------------------------------------------------------------------
Templeton International
Securities Fund Class 2
================================================================================

EXAMPLES -- The examples presented below assume the maximum separate account and
optional  Rider charges of 3.70%.  The examples show the expenses that you would
pay at the end of  one,  three,  five or ten  years  (except  for the  _________
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
--------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund
--------------------------------------------------------------------------------
Federated High Income Bond Fund II
--------------------------------------------------------------------------------
Federated Fund for U.S.
Government Securities II
--------------------------------------------------------------------------------
Fidelity VIP Contrafund
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Index 500
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Investment Grade
Bond Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities
Portfolio Service Class II
--------------------------------------------------------------------------------
Franklin Small Cap Fund Class 2
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Guardian Portfolio
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Partners Portfolio
--------------------------------------------------------------------------------
SBL Fund, Series D (Global)
--------------------------------------------------------------------------------
Rydex Money Market
--------------------------------------------------------------------------------
Rydex Arktos
--------------------------------------------------------------------------------
Rydex Nova
--------------------------------------------------------------------------------
Rydex OTC
--------------------------------------------------------------------------------
Rydex Ursa
--------------------------------------------------------------------------------
Rydex Large Cap Europe
--------------------------------------------------------------------------------
Rydex Large Cap Japan
--------------------------------------------------------------------------------
Rydex Banking
--------------------------------------------------------------------------------
Rydex Basic Materials
--------------------------------------------------------------------------------
Rydex Biotechnology
--------------------------------------------------------------------------------
Rydex Consumer Products
--------------------------------------------------------------------------------
Rydex Electronics
--------------------------------------------------------------------------------
Rydex Energy
--------------------------------------------------------------------------------
Rydex Energy Services
--------------------------------------------------------------------------------
Rydex Financial Services
--------------------------------------------------------------------------------
Rydex Health Care
--------------------------------------------------------------------------------
Rydex Internet
--------------------------------------------------------------------------------
Rydex Leisure
--------------------------------------------------------------------------------
Rydex Precious Metals
--------------------------------------------------------------------------------
Rydex Retailing
--------------------------------------------------------------------------------
Rydex Technology
--------------------------------------------------------------------------------
Rydex Telecommunications
--------------------------------------------------------------------------------
Rydex Transportation
--------------------------------------------------------------------------------
Rydex Utilities
--------------------------------------------------------------------------------
Strong Opportunity Fund II
--------------------------------------------------------------------------------
Templeton Developing Markets
Securities Fund Class 2
--------------------------------------------------------------------------------
Templeton International
Securities Fund Class 2
================================================================================

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

================================================================================
                                               1         3         5        10
                                              YEAR     YEARS     YEARS     YEARS
--------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund
--------------------------------------------------------------------------------
Federated High Income Bond Fund II
--------------------------------------------------------------------------------
Federated Fund for U.S.
Government Securities II
--------------------------------------------------------------------------------
Fidelity VIP Contrafund
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Index 500
Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Investment Grade
Bond Portfolio Service Class II
--------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities
Portfolio Service Class II
--------------------------------------------------------------------------------
Franklin Small Cap Fund Class 2
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Guardian Portfolio
--------------------------------------------------------------------------------
Neuberger Berman Advisers
Management Trust Partners Portfolio
--------------------------------------------------------------------------------
SBL Fund, Series D (Global)
--------------------------------------------------------------------------------
Rydex Money Market
--------------------------------------------------------------------------------
Rydex Arktos
--------------------------------------------------------------------------------
Rydex Nova
--------------------------------------------------------------------------------
Rydex OTC
--------------------------------------------------------------------------------
Rydex Ursa
--------------------------------------------------------------------------------
Rydex Large Cap Europe
--------------------------------------------------------------------------------
Rydex Large Cap Japan
--------------------------------------------------------------------------------
Rydex Banking
--------------------------------------------------------------------------------
Rydex Basic Materials
--------------------------------------------------------------------------------
Rydex Biotechnology
--------------------------------------------------------------------------------
Rydex Consumer Products
--------------------------------------------------------------------------------
Rydex Electronics
--------------------------------------------------------------------------------
Rydex Energy
--------------------------------------------------------------------------------
Rydex Energy Services
--------------------------------------------------------------------------------
Rydex Financial Services
--------------------------------------------------------------------------------
Rydex Health Care
--------------------------------------------------------------------------------
Rydex Internet
--------------------------------------------------------------------------------
Rydex Leisure
--------------------------------------------------------------------------------
Rydex Precious Metals
--------------------------------------------------------------------------------
Rydex Retailing
--------------------------------------------------------------------------------
Rydex Technology
--------------------------------------------------------------------------------
Rydex Telecommunications
--------------------------------------------------------------------------------
Rydex Transportation
--------------------------------------------------------------------------------
Rydex Utilities
--------------------------------------------------------------------------------
Strong Opportunity Fund II
--------------------------------------------------------------------------------
Templeton Developing Markets
Securities Fund Class 2
--------------------------------------------------------------------------------
Templeton International
Securities Fund Class 2
================================================================================

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE FUNDS

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  $8.7 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  Contract  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 38 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 corresponding  Underlying Fund.  Security Benefit may
in the future establish  additional  Subaccounts of the Separate Account,  which
may  invest  in other  Underlying  Funds or in other  securities  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.

UNDERLYING  FUNDS -- Each Underlying 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 Underlying Fund. Each Underlying Fund pursues different
investment objectives and policies.

   Shares of the  Underlying  Funds  currently  are not publicly  traded  mutual
funds.  They are  available  only as investment  options in variable  annuity or
variable life insurance  policies issued by life insurance  companies or in some
cases, through participation in certain qualified pension or retirement plans.

   Because  the  Underlying  Funds may  serve as  investment  vehicles  for both
variable  life  insurance   policies  and  variable  annuity  contracts  ("mixed
funding")  and  shares  of the  Underlying  Funds  also may be sold to  separate
accounts of other insurance  companies  ("shared  funding"),  material conflicts
could occur.  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 possible that the interests of
Owners of various  contracts for which the Underlying  Funds serve as investment
media  might  at some  time be in  conflict.  However,  Security  Benefit,  each
Underlying  Fund's Board of Directors,  and any other  insurance  companies that
participate in the  Underlying  Funds are required to monitor events in order to
identify any material conflicts that arise from mixed and/or shared funding.  If
such a conflict were to occur,  Security  Benefit would take steps  necessary to
protect Owners including  withdrawal of the Separate Account from  participation
in the  Underlying  Fund(s)  involved  in the  conflict.  This  might  force the
Underlying Fund to sell securities at disadvantageous prices.

   A summary of the investment  objective of each of the Underlying Funds is set
forth as Appendix A to this  Prospectus.  We cannot  assure that any  Underlying
Fund will achieve its objective.  More detailed  information is contained in the
prospectus  of  each  Underlying  Fund,  including   information  on  the  risks
associated with its investments and investment techniques.

   Prospectuses for the Underlying Funds should be read in conjunction with this
Prospectus.

THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a flexible  purchase  payment  deferred  variable  annuity.  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.

   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 (age 85 in  Florida).  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 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. The allocations may be a whole dollar amount or
a  whole  percentage.   Available   allocation   alternatives   include  the  38
Subaccounts.

   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 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.  Security Benefit does not currently charge a fee
for this option.

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.  Security  Benefit does not currently  charge a fee for this
option.

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.

   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 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

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

o  Payment of purchase payments,

o  Full and partial withdrawals, and

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

The  amounts  allocated  to a  Subaccount  will be  invested  in  shares  of the
corresponding  Underlying  Fund. The investment  performance of each  Subaccount
will  reflect  increases  or  decreases  in the net asset value per share of the
corresponding Underlying Fund and any dividends or distributions declared by the
Underlying Fund. Any dividends or distributions from any Underlying Fund will be
automatically  reinvested in shares of the same Underlying Fund, 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 an 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 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   Underlying  Fund,  (2)  any  dividends  or
distributions  paid by the  corresponding  Underlying Fund, (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  0.85%,  and (5) the  administration  charge  under the
Contract.

   The minimum mortality and expense risk charge of 0.85% and the administration
charge,  which ranges from 0.25% to 0.60%,  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 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.  See the discussion of vesting of Credit
Enhancements under "Extra Credit," page 23.

   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.  Any withdrawal charge will be deducted from remaining  Contract Value,
provided there is sufficient  Contract Value available.  Alternatively,  you may
request that any withdrawal charge be deducted from your payment.  Upon payment,
your Contract Value will be reduced by an amount equal to the payment,  plus any
applicable  withdrawal charge, or if you requested that any withdrawal charge be
deducted  from your  payment,  your payment will be reduced by the amount of any
such charge.  Contract  Value will also be reduced by a percentage of any Credit
Enhancements that have not yet vested. See "Extra Credit," page 23. 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,  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.

   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 27. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 28.

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,  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 23. 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, 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.

   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 28.

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 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 25.

   The death benefit  proceeds will be the death benefit reduced by any pro rata
account charge and any uncollected  premium tax. If the age of each Owner was 80
or younger on the  Contract  Date and 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 any Owner  was age 81 or older on the  Contract  Date,  or if 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.

   If you purchased one or more of the optional  Riders that provide an enhanced
death  benefit,  your death benefit will be  determined  in accordance  with the
terms of the Rider. See the discussion of Annual Stepped Up Death Benefit Rider,
Guaranteed  Growth  Death  Benefit  Rider,  and Combined  Annual  Stepped Up and
Guaranteed  Growth Death Benefit  Rider.  Your death benefit  proceeds under the
Rider will be the death benefit  reduced by any pro rata account  charge and any
uncollected premium tax.

   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  28  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,
excluding any Credit  Enhancements,  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.  For purposes of
determining the withdrawal charge, withdrawals are considered to come first from
purchase  payments in the order they were received and then from  earnings.  The
withdrawal  charge does not apply to  withdrawals of 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  payments  under 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 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 0.85%,  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 ........................       1.10%
         At least $25,000 but less than $100,000 ..       0.95%
         $100,000 or more .........................       0.85%
         --------------------------------------------------------------

During the Annuity Period,  the mortality and expense risk charge is 1.25% under
Options 1  through  4, 7 and 8, in lieu of the  amounts  set  forth  above.  The
mortality and expense risk charge is intended to compensate Security Benefit for
certain  mortality and expense risks  Security  Benefit  assumes in offering and
administering the Contract 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  percentage  rate of each  Subaccount's  average  daily  net
assets.  The  administration  charge varies by  Subaccount  and is 0.25% for the
OppenheimerFunds  Global Subaccount;  0.45% for the Money Market,  Rydex Arktos,
Rydex  Nova,  Rydex OTC,  Rydex Ursa,  Rydex  Large Cap Europe,  Rydex Large Cap
Japan, Rydex Banking, Rydex Basic Materials, Rydex Biotechnology, Rydex Consumer
Products,  Rydex  Electronics,   Rydex  Energy,  Rydex  Energy  Services,  Rydex
Financial  Services,  Rydex Health Care,  Rydex Internet,  Rydex Leisure,  Rydex
Precious Metals, Rydex Retailing,  Rydex Technology,  Rydex  Telecommunications,
Rydex  Transportation and Rydex Utilities  Subaccounts;  0.50% for the Federated
High Income Bond II,  Fidelity  VIP II  Contrafund,  Fidelity  VIP II Index 500,
Fidelity VIP II Investment-Grade  Bond and Fidelity VIP III Growth Opportunities
Subaccounts;  0.55% for the Strong Opportunity Subaccount; and 0.60% for the AIM
Capital  Appreciation,  Federated U.S. Government  Securities II, Franklin Small
Cap,  Neuberger & Berman Guardian Trust,  Neuberger Berman  Partners,  Templeton
Developing Markets, and Templeton International Subaccounts. 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  from   Contract   Value  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.  This charge is not deducted
during the Annuity  Period if one of the Annuity  Options 1 through 4, 7 or 8 is
chosen.  The  purpose of the charge is to  compensate  Security  Benefit for the
expenses associated with administration of the Contract.

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 1.10% (1.25%
during the Annuity Period) of each  Subaccount's  average daily net assets;  (2)
the  administration  charge  will not  exceed  an  annual  rate of 0.60% 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.

UNDERLYING  FUND EXPENSES -- Each Subaccount of the Separate  Account  purchases
shares  at the net  asset  value  of the  corresponding  Underlying  Fund.  Each
Underlying Fund's net asset value reflects the investment advisory fee and other
expenses that are deducted from the assets of the  Underlying  Fund.  These fees
and expenses are not deducted from the Subaccounts, but are paid from the assets
of the corresponding  Underlying Fund. 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 each  Underlying  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  Rider,  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.  You may not select
Riders with a total charge that exceeds 2.00% of Contract Value.  Currently,  it
is not possible to exceed this limit even if you selected each Rider  available;
however, Security Benefit may make additional Riders available in the future and
you would only be permitted  to select  Riders with a maximum  combined  cost of
2.00% 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% or 5%, as elected in the application. (Security
Benefit  will  credit a maximum  rate of 4% for amounts  allocated  to the Money
Market Subaccount.)

   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 25. The Annuity  rates for this Rider 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%              0.25%
                              5%              0.40%
                         ------------------------------

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
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 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:

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

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

o  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 0.25%. See the discussion under "Death Benefit,"
page 18.

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
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%, 5%, 6% or
7%, as elected in the application.  (Security Benefit will credit a maximum rate
of 4% for  amounts  allocated  to the Money  Market  Subaccount.)  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.

   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 Contract Value, as set forth in item 2 above.

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

                         ------------------------------
                         INTEREST RATE     RIDER CHARGE
                         ------------------------------
                              3%              0.15%
                              5%              0.25%
                              6%              0.30%
                              7%              0.35%
                         ------------------------------

See the discussion under "Death Benefit," page 18.

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).

   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 0.30%. See the discussion under "Death Benefit,"
page 18.

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 Credit  Enhancement  rate
selected as set forth below:

                    ----------------------------------------
                    CREDIT ENHANCEMENT 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 and  the  discussions  of  the  Annual  Stepped  Up,
Guaranteed  Growth and Combined  Annual Stepped Up and  Guaranteed  Growth Death
Benefits, above.

   Security  Benefit expects to make a profit from the charge for this Rider and
funds  payment  of the  Credit  Enhancements  through  the Rider  charge and the
vesting  schedule.  The Extra  Credit Rider would make sense for you only if you
expect your  average  annual  return (net of  expenses of the  Contract  and the
Underlying  Funds) to exceed the applicable amount set forth in the table below.
The returns below  represent the amount that must be earned EACH year during the
seven-year  period  beginning  on the Rider's date of issue to break even on the
Rider. If your actual returns are greater than this amount, you will profit from
the purchase of the Rider.  If your actual returns are less,  for example,  in a
down  market,  you will be worse off than if you had not  purchased  the  Rider.
Please  note that the  returns  below are net of Contract  and  Underlying  Fund
expenses  so that you would need to earn the amount in the table plus the amount
of applicable expenses to break even on the Rider.

                      -----------------------------------
                                         RATE OF RETURN
                      INTEREST RATE     (NET OF EXPENSES)
                      -----------------------------------
                           3%                 6.85%
                           4%                 7.45%
                           5%                 8.05%
                      -----------------------------------

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 Security Benefit.  Security Benefit 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.

ALTERNATIVE  WITHDRAWAL  CHARGE -- This Rider  makes  available  an  alternative
withdrawal charge schedule as set forth below.

                      -----------------------------------
                      PURCHASE PAYMENT AGE     WITHDRAWAL
                           (IN YEARS)            CHARGE
                      -----------------------------------
                           1 and over              0%
                      -----------------------------------

The charge for this Rider is 0.35%.  If you have also  purchased an Extra Credit
Rider,  you may forfeit all or part of any Credit  Enhancement in the event of a
full or partial withdrawal. See "Extra Credit," page 23.

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 95th 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.  If you do not select an  Annuity  Option,
annuity  payments will not begin until you make a selection,  which may be after
the Annuity  Start Date.  See  "Selection  of an Option,"  page 26. 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.  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.
The proceeds  under the Contract will be equal to your Contract  Value as of the
Annuity Start Date,  reduced by any applicable  premium taxes 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.  The amount of each Annuity  Payment is determined  by dividing  Contract
Value by the number of Annuity  Payments  remaining  in the  period.  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. This
option  differs from Option 5 in that Annuity  Payments  are  calculated  on the
basis of Annuity  Units.  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. Security Benefit calculates variable annuity payments under
Options 1 through 4, 7 and 8 using Annuity  Units.  The value of an Annuity Unit
for each  Subaccount is determined as of each  Valuation  Date and was initially
$1.00.  The Annuity Unit value of a Subaccount  as of any  subsequent  Valuation
Date is determined by adjusting the Annuity Unit value on the previous Valuation
Date for (1) the interim  performance of the corresponding  Underlying Fund; (2)
any dividends or distributions  paid by the  corresponding  Underlying Fund; (3)
the mortality and expense risk and administration  charges;  (4) the charges, if
any, that may be assessed by the Company for taxes attributable to the operation
of the Subaccount; and (5) the assumed interest rate.

   Security  Benefit  determines  the number of Annuity  Units used to calculate
each variable  annuity payment as of the Annuity Start Date. As discussed above,
the Contract  specifies  annuity rates for Options 1 through 4, 7 and 8 for each
$1,000 applied to an Annuity  Option.  The proceeds under the Contract as of the
Annuity  Start Date,  are divided by $1,000 and the result is  multiplied by the
rate per $1,000 specified in the annuity tables to determine the initial annuity
payment for a variable annuity and the guaranteed  monthly annuity payment for a
fixed annuity.

   On the Annuity  Start Date,  Security  Benefit  divides the initial  variable
annuity  payment  by the  value  as of that  date of the  Annuity  Unit  for the
applicable  Subaccount  to determine  the number of Annuity  Units to be used in
calculating  subsequent  annuity  payments.  If variable  annuity  payments  are
allocated  to more than one  Subaccount,  the  number of  Annuity  Units will be
determined  by  dividing  the portion of the initial  variable  annuity  payment
allocated to a Subaccount by the value of that  Subaccount's  Annuity Unit as of
the Annuity Start Date. The initial variable annuity payment is allocated to the
Subaccounts in the same  proportion as the Contract Value is allocated as of the
Annuity  Start  Date.  The number of  Annuity  Units will  remain  constant  for
subsequent  annuity  payments,  unless the Owner  exchanges  Annuity Units among
Subaccounts or makes a withdrawal under Option 7.

   Subsequent variable annuity payments are calculated by multiplying the number
of Annuity  Units  allocated to a Subaccount by the value of the Annuity Unit as
of the date of the annuity payment.  If the annuity payment is allocated to more
than one  Subaccount,  the  annuity  payment is equal to the sum of the  payment
amount determined for each Subaccount.

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,  Security
Benefit does not allow annuity  payments to be deferred  beyond the  Annuitant's
95th birthday.

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 28.

   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 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:

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

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

o  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

o  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).

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 32.

   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 Underlying 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 an Underlying Fund 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
Underlying  Funds,  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  Underlying  Funds  will be able to  operate  as  currently
described  in the  Prospectus,  or that the  Underlying  Funds  will not have to
change their 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  30  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.  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 32.

   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 31. 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 32.

   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 UNDERLYING  FUND SHARES -- Security  Benefit is the legal owner of the
shares  of  Underlying  Fund  held by the  Subaccounts.  Security  Benefit  will
exercise  voting rights  attributable to the shares of each Underlying Fund held
in the  Subaccounts at any regular and special  meetings of the  shareholders of
the Underlying 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  Underlying  Funds 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
Underlying Fund 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 Underlying Fund 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 the Underlying Fund for determining shareholders eligible to vote
at the meeting of the Underlying 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 the Underlying Funds.  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.

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 Underlying Funds should
no longer  be  available  for  investment,  or if  Security  Benefit  management
believes  further  investment  in shares of any or all of the  Underlying  Funds
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may substitute shares of another  Underlying 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 Underlying 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  de-registered  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  Subaccounts
and any other  information  required  by law.  Security  Benefit  will also send
confirmations   upon  purchase  payments,   transfers,   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  annual and  semiannual  reports  containing  financial
statements for those Underlying Funds  corresponding to the Subaccounts to which
you have allocated your Contract Value.  Such reports will include a list of the
portfolio securities of the Underlying Fund, as required by the 1940 Act, and/or
such other reports the federal securities laws may require.

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 any Underlying
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 __, 2001,
certain  of  the  Underlying  Funds  were  in  existence  prior  to  that  date.
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 the Underlying Funds.

   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  Underlying  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.  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
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
EXPERTS....................................................................   6
FINANCIAL STATEMENTS.......................................................   6

                                   APPENDIX A
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OBJECTIVES FOR UNDERLYING FUNDS

--------------------------------------------------------------------------------
There is no guarantee that the investment  objective of any Underlying Fund will
be met.
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AIM VARIABLE INSURANCE FUNDS -- AIM Variable Insurance Funds, an open-end series
management investment company, is a Delaware business trust.  Currently,  shares
of the Trust are sold only to insurance  company  separate  accounts to fund the
benefits of variable annuity contracts and variable life insurance policies.

   AIM V.I. CAPITAL  APPRECIATION FUND. AIM V.I. Capital  Appreciation Fund (the
"Fund")  is a  series  portfolio  of the AIM  Variable  Insurance  Funds.  A I M
Advisors, Inc. serves as the Fund's investment adviser.

   INVESTMENT OBJECTIVE:  To seek growth of capital. The Fund seeks to meet this
objective by investing  principally  in common stocks of companies the portfolio
managers believe are likely to benefit from new or innovative products, services
or processes  as well as those that have  experienced  above-average,  long-term
growth in earnings and have excellent prospects for future growth. The portfolio
managers  consider  whether  to sell a  particular  security  when  any of those
factors  materially  change.  The Fund may also  invest  up to 25% of its  total
assets in foreign securities.  Any percentage limitations with respect to assets
of the Fund are applied at the time of purchase.

FEDERATED INSURANCE SERIES -- Federated Insurance Series, an open-end management
investment  company,  was established as a Massachusetts  business trust under a
Declaration of trust dated  September 15, 1993. The Trust offers its shares only
as investment vehicles for variable annuity and variable life insurance products
of insurance  companies.  Federated Advisers serves as the investment adviser of
the Federated Insurance Series and its portfolios.

   FEDERATED  HIGH INCOME BOND FUND II.  Federated High Income Bond Fund II (the
"Fund") is a portfolio of Federated Insurance Series.

   INVESTMENT OBJECTIVE: To seek high current income by investing primarily in a
professionally managed,  diversified portfolio of fixed income securities. While
there is no assurance  that the Fund will achieve its investment  objective,  it
endeavors to do so by following its investment strategies.  The Fund pursues its
investment  objective  by investing in a  diversified  portfolio of  high-yield,
lower-rated  corporate  bonds (also known as "junk bonds").  The Fund limits its
investments to those that would enable it to qualify as a permissible investment
for variable  annuity  contracts and variable life insurance  policies issued by
insurance companies.

   FEDERATED FUND FOR U.S.  GOVERNMENT  SECURITIES  II.  Federated Fund For U.S.
Government  Securities  II (the "Fund") is a portfolio  of  Federated  Insurance
Series.

   INVESTMENT  OBJECTIVE:  The Fund seeks to provide current income. While there
is no  assurance  that  the Fund  will  achieve  its  investment  objective,  it
endeavors to do so by following its investment strategies.  The Fund pursues its
investment  objective by investing at least 65% of its assets in U.S. government
securities,  including  mortgage  backed  securities  issued by U.S.  government
agencies. In addition, the Fund may invest up to 35% of its assets in investment
grade  non-governmental   mortgage  backed  securities.   The  Fund  limits  its
investments to those that would enable it to qualify as a permissible investment
for variable  annuity  contracts and variable life insurance  policies issued by
insurance companies.

FIDELITY VARIABLE  INSURANCE PRODUCTS FUND II -- The Fidelity Variable Insurance
Products Fund II (VIP II) is an open-end management investment company organized
as a  Massachusetts  business  trust on March 21, 1988.  The  Fidelity  Variable
Insurance Products Fund II's shares are purchased by insurance companies to fund
benefits under variable life insurance and variable  annuity  contracts.  FMR is
the investment adviser of VIP II and its portfolios.

   FIDELITY  VIP  II   CONTRAFUND(R)   -  SERVICE   CLASS  2.  Fidelity  VIP  II
Contrafund(R)  (the  "Fund")  is a  portfolio  of  Fidelity  Variable  Insurance
Products Fund II. Effective  January 1, 2001, FMR Co., Inc.  ("FMRC") will serve
as subadviser to the fund. On behalf of VIP II Contrafund,  FMR has entered into
subadvisory  agreements  with Fidelity  Management & Research  (U.K.) Inc. ("FMR
U.K.") and Fidelity  Management & Research (Far East) Inc. ("FMR Far East").  On
behalf  of VIP II  Contrafund,  FMR Far  East  has  entered  into a  subadvisory
agreement with Fidelity Investments Japan Limited ("FIJ").

   INVESTMENT OBJECTIVE: To seek long-term appreciation.  The Fund seeks to meet
this objective by:

o  Normally investing primarily in common stocks.

o  Investing in  securities  of  companies  whose value it believes is not fully
   recognized by the public.

o  Investing in domestic and foreign issuers.

o  Investing in either "growth" stocks or "value" stocks or both.

o  Using fundamental  analysis of each issuer's financial condition and industry
   position and market and economic conditions to select investments.

   FIDELITY VIP II INDEX 500 - SERVICE  CLASS 2.  Fidelity VIP II Index 500 (the
"Fund") is a portfolio of Fidelity  Variable  Insurance  Products  Fund II. FMRC
serves as subadviser to the Fund.

   INVESTMENT OBJECTIVE: To seek investment results that correspond to the total
return of common stocks publicly traded in the United States,  as represented by
the Standard & Poor's  500(SM) Index (S&P  500(R)).  The Fund seeks to meet this
objective by:

o  Normally  investing at least 80% of assets in common  stocks  included in the
   S&P 500.

o  Using   statistical   sampling   techniques   based   on  such   factors   as
   capitalization,  industry exposures,  dividend yield,  price/earnings  ratio,
   price/book ratio, and earnings growth.

o  Lending securities to earn income for the Fund.

   FIDELITY  VIP II  INVESTMENT  GRADE BOND - SERVICE  CLASS 2.  Fidelity VIP II
Investment  Grade Bond (the  "Fund") is a portfolio  of VIP II. On behalf of VIP
II, the Fund has entered into a sub-advisory agreement with Fidelity Investments
Money Management, Inc. ("FIMM").

   INVESTMENT  OBJECTIVE:  To seek a high level of current  income as consistent
with the preservation of capital. The Fund seeks to meet this objective by:

o  Normally investing in U.S.  dollar-denominated  investment-grade bonds (those
   of medium and high quality).

o  Managing the Fund to have similar  overall  interest  rate risk to the Lehman
   Brothers Aggregate Bond Index.

o  Allocating assets across different market sectors and maturities.

o  Analyzing a  security's  structural  features  and current  pricing,  trading
   opportunities, and the credit quality of its issuer to select investments.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND III -- The Fidelity Variable Insurance
Products  Fund  III  (VIP  III) is an  open-end  management  investment  company
organized as a Massachusetts  business trust on March 14, 1994. VIP III's shares
are  purchased  by insurance  companies to fund  benefits  under  variable  life
insurance and variable annuity  contracts.  FMR is the investment adviser of VIP
III and its portfolios.

   VIP III GROWTH  OPPORTUNITIES - SERVICE CLASS 2. VIP III Growth Opportunities
(the "Fund") is a portfolio of Fidelity  Variable  Insurance  Products Fund III.
Effective  January 1, 2001,  FMRC will serve as subadviser to the portfolio.  On
behalf of the Fund, FMR has entered into  subadvisory  agreements  with FMR U.K.
and FMR Far  East.  On  behalf  of the  Fund,  FMR Far East has  entered  into a
subavisory agreement with FIJ.

   INVESTMENT  OBJECTIVE:  To seek to provide capital growth.  The Fund seeks to
meet this objective by:

o  Normally investing primarily in common stocks.

o  Potentially investing in other types of securities, including bonds which may
   be lower-quality debt securities

o  Investing in domestic and foreign issuers

o  Investing in either "growth" stocks or "value" stocks or both.

o  Using fundamental  analysis of each issuer's financial condition and industry
   position and market and economic conditions to select investments.

FRANKLIN  TEMPLETON  VARIABLE  INSURANCE  PRODUCTS  TRUST -- Franklin  Templeton
Variable Insurance Products Trust is an open-end  management  investment company
organized  as a  Massachusetts  business  trust  on  April  26,  1988.  Franklin
Templeton  Variable  Insurance  Products Trust shares are purchased by insurance
companies to fund benefits under  variable life  insurance and variable  annuity
contracts.

   FRANKLIN SMALL CAP FUND.  Franklin Small Cap Fund (the "Fund") is a portfolio
of the Franklin Templeton Variable Insurance Products Trust.  Franklin Advisers,
Inc. serves as the investment manager for the Fund.

   INVESTMENT OBJECTIVE:  To seek long-term capital growth. The Fund pursues its
investment objective by, under normal market conditions,  investing at least 65%
of its total assets in the equity securities of U.S. small capitalization (small
cap)  companies.  For this Fund,  small cap companies are those  companies  with
market cap values not exceeding (i) $1.5 billion; or (ii) the highest market cap
value in the Russell 2000 Index;  whichever is greater, at the time of purchase.
In addition,  to its main investments,  the Fund may invest in equity securities
of larger companies.  When suitable  opportunities  are available,  the Fund may
also invest in initial  public  offerings of  securities,  and may invest a very
small  portion of its assets in private  or  illiquid  securities,  such as late
stage venture capital financings.

THE NEUBERGER BERMAN ADVISERS  MANAGEMENT TRUST -- The Neuberger Berman Advisers
Management Trust is a diversified,  open-end  management  company organized as a
Delaware business trust on May 23, 1994.  Portfolios of the Trust are offered to
insurance  companies  to serve as an  investment  vehicle  under their  variable
annuity  and  variable  life  insurance  contracts.  The  investment  manager is
Neuberger Berman Management,  Inc. in connection with Neuberger Berman,  LLC, as
sub-adviser.

   MF NEUBERGER & BERMAN  GUARDIAN  TRUST.  The MF  Neuberger & Berman  Guardian
Trust  (the  "Fund") is a series of the  Neuberger  Berman  Advisers  Management
Trust.

   INVESTMENT OBJECTIVE: To seek long-term growth of capital;  current income is
a secondary goal. To pursue these objectives,  the Fund invests mainly in common
stocks of large capitalization companies. Because the managers tend to find that
undervalued  stocks may be more  common in certain  sectors of the  economy at a
given time, the Fund may emphasize those sectors.

   The  Fund  seeks to  reduce  risk by  diversifying  among a large  number  of
companies across many different industries and economic sectors, and by managing
its overall exposure to a wide variety of risk factors.

   NEUBERGER BERMAN PARTNERS. Neuberger Berman Partners (the "Fund") is a series
of the Neuberger Berman Advisers Management Trust.

   INVESTMENT  OBJECTIVE:  To seek growth of capital.  To pursue this objective,
the  Fund  invests  mainly  in  common  stocks  of  mid-to-large  capitalization
companies.  The Fund seeks to reduce risk by  diversifying  among many companies
and industries.  The managers look for well-managed companies whose stock prices
are believed to be undervalued.

THE  RYDEX  VARIABLE  TRUST -- The  Rydex  Variable  Trust,  a  non-diversified,
open-end investment company,  was organized as a Delaware business trust on June
11, 1998. Shares of the Trust's portfolios are available  exclusively for use as
the  investment  vehicle  for  variable  annuity  and  variable  life  insurance
products,  as well as for certain  pension,  profit sharing and other retirement
plans.  Rydex Global  Advisors  serves as investment  adviser and manager of the
portfolios of the Trust.

   RYDEX U.S.  GOVERNMENT MONEY MARKET FUND. Rydex U.S.  Government Money Market
Fund (the "Fund") is a series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE: To seek security of principal, high current income, and
liquidity.  The Fund invests  primarily in money  market  instruments  issued or
guaranteed as to principal and interest by the U.S. Government,  its agencies or
instrumentalities, and enters into repurchase agreements fully collateralized by
U.S. Government securities.

   RYDEX  ARKTOS  FUND.  Rydex Arktos Fund (the "Fund") is a series of the Rydex
Variable Trust.

   INVESTMENT  OBJECTIVE:  To  seek  investment  results  that  will  match  the
performance of a specific benchmark. The Fund's current benchmark is the inverse
of the performance of the NASDAQ 100 Index(TM). Unlike a traditional index fund,
the Fund's  benchmark is to perform  exactly  opposite the NASDAQ 100 Index(TM),
and the Fund will not own the securities included in the Index.  Instead, as its
primary investment  strategy,  the Fund engages to a significant extent in short
sales of  securities,  futures  contracts  and options on:  securities,  futures
contracts,  and  stock  indexes.  On a day to day  basis,  the Fund  holds  U.S.
Government securities to collateralize these futures and options contracts.  The
Fund may also enter into repurchase agreements.

   RYDEX  NOVA  FUND.  Rydex  Nova  Fund (the  "Fund")  is a series of the Rydex
Variable Trust.

   INVESTMENT  OBJECTIVE:  To seek investment results that match the performance
of a specific  benchmark on a daily basis. The Fund's current  benchmark is 150%
of the performance of the S&P 500 Index(R). If the Fund meets its objective, the
value of the Fund's shares will tend to increase on a daily basis by 150% of the
value of any increase in the S&P 500 Index.  When the value of the S&P 500 Index
declines,  the value of the Fund's  shares should also decrease on a daily basis
by 150% of the value of any  decrease in the Index  (e.g.,  if the S&P 500 Index
goes down by 5%, the value of the Fund's  shares  should go down by 7.5% on that
day). Unlike a traditional index fund, as its primary investment  strategy,  the
Fund invests to a significant extent in leveraged  instruments,  such as futures
contracts and options on securities,  futures contracts,  and stock indices,  as
well as equity  securities.  Futures  and options  contracts  enable the Fund to
pursue its objective  without investing  directly in the securities  included in
the benchmark,  or in the same proportion that those  securities are represented
in that  benchmark.  On a  day-to-day  basis,  the Fund  holds  U.S.  Government
securities  or cash  equivalents  to  collateralize  these  futures  and options
contracts. The Fund also may enter into repurchase agreements.

   RYDEX OTC FUND. Rydex OTC Fund (the "Fund") is a series of the Rydex Variable
Trust.

   INVESTMENT  OBJECTIVE:  To  seek  investment  results  that  correspond  to a
benchmark for over-the-counter  securities.  The Fund's current benchmark is the
NASDAQ 100 Index(R) (the "Index").  If the Funds meets its objective,  the value
of the Fund's shares will tend to increase on a daily basis by the amount of the
increase in value of the NASDAQ 100 Index. However, when the value of the NASDAQ
100 Index  declines,  the value of the Fund's  shares  should also decrease on a
daily basis by the amount of the decease in value of the Index. The Fund invests
principally in securities of companies included in the NASDAQ 100 Index. It also
may invest in other  instruments  whose performance is expected to correspond to
that of the Index, and may engage in futures and options transactions.  The Fund
may  also  purchase  U.S.  Government   securities  and  enter  into  repurchase
agreements.

   RYDEX  URSA  FUND.  Rydex  Ursa  Fund (the  "Fund")  is a series of the Rydex
Variable Trust.

   INVESTMENT  OBJECTIVE:   To  seek  investment  results  that  will  inversely
correlate to the  performance  of the S&P 500 Index (the  "Index").  If the Fund
meets its objective, the value of the Fund's shares will tend to increase during
times when the value of the S&P 500 Index is  decreasing.  When the value of the
S&P 500 Index is  increasing,  however,  the value of the Fund's  shares  should
decrease on a daily basis by an inversely proportionate amount (e.g., if the S&P
500 Index goes up by 5%, the value of the Fund's  share  should go down by 5% on
that day).  Unlike a traditional  index fund, the Fund's benchmark is to perform
exactly  opposite  the S&P 500 Index,  and the Fund will not own the  securities
included in the Index.  Instead,  as its primary investment  strategy,  the Fund
invests to a significant  extent in futures contracts and options on securities,
futures contracts, and stock indices. On a day-to-day basis, the Fund holds U.S.
Government  securities or cash  equivalents to  collateralize  these futures and
options  contracts.  The Fund may  enter  into  repurchase  agreements  and sell
securities short.

   RYDEX LARGE CAP EUROPE  FUND.  Rydex Large Cap Europe Fund (the  "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT  OBJECTIVE:  To seek  investment  results  that  correlate  to the
performance of a specific  benchmark.  The Fund's  current  benchmark is the Dow
Jones Stoxx 50(SM) Index  ("Stoxx 50 Index").  The Fund invests  principally  in
securities  of  companies  included  on the  Stoxx  50  Index  and in  leveraged
instruments,  such as  futures  contracts  and  options on  securities,  futures
contracts,  and stock indices.  Futures and options contracts, if used properly,
may enable the Fund to meet its objective by increasing  the Fund's  exposure to
the securities  included in its benchmark or to securities whose  performance is
highly correlated to its benchmark.  The Fund's investment  adviser will attempt
to  consistently  apply leverage to increase the Fund's  exposure to 125% of the
Stoxx 50 Index. The Fund holds U.S. Government securities or cash equivalents to
collateralize these futures and options contracts.  The Fund also may enter into
equity swap transactions and repurchase agreements.

   RYDEX  LARGE CAP JAPAN  FUND.  Rydex  Large Cap Japan Fund (the  "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT  OBJECTIVE:  To seek  investment  results  that  correlate  to the
performance of a specific  benchmark.  The Fund's current benchmark is the Topix
100 Index. The Fund invests  principally in securities of companies  included on
the Topix 100 Index and in leveraged instruments,  such as futures contracts and
options on securities, futures contracts, and stock indices. Futures and options
contracts,  if used  properly,  may  enable  the Fund to meet its  objective  by
increasing the Fund's exposure to the securities included in its benchmark or to
securities whose performance is highly  correlated to its benchmark.  The Fund's
investment  adviser will attempt to consistently  apply leverage to increase the
Fund's exposure to 125% of the Topix 100 Index.  The Fund holds U.S.  Government
securities  or cash  equivalents  to  collateralize  these  futures  and options
contracts.  The Fund also may enter into equity swap transactions and repurchase
agreements.

   RYDEX BANKING FUND.  Rydex Banking Fund (the "Fund") is a series of the Rydex
Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the banking sector,  including  commercial banks (and their
holding companies) and savings and loan institutions ("Banking Companies").  The
Fund invests substantially all of its assets in a portfolio of equity securities
of Banking  Companies  that are traded in the United  States.  The Fund may also
invest in futures and options  transactions,  purchase ADRs and U.S.  Government
securities, and enter into repurchase agreements.

   RYDEX BASIC  MATERIALS  FUND.  Rydex Basic  Materials  Fund (the "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in the mining,  manufacture, or sale of basic materials, such as lumber,
steel,  iron,  aluminum,  concrete,  chemicals  and  other  basic  building  and
manufacturing   materials  ("Basic  Materials  Companies").   The  Fund  invests
substantially  all of its assets in a portfolio  of equity  securities  of Basic
Materials  Companies  that are  traded in the United  States.  The Fund may also
invest in futures and options  transactions,  purchase ADRs and U.S.  Government
securities, and enter into repurchase agreements.

   RYDEX  BIOTECHNOLOGY  FUND. Rydex Biotechnology Fund (the "Fund") is a series
of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the biotechnology industry, including companies involved in
research and development,  genetic or other biological  engineering,  and in the
design,  manufacture,  or sale of related  biotechnology  products  or  services
("Biotechnology Companies"). The Fund invests substantially all of its assets in
a portfolio of equity  securities of Biotechnology  Companies that are traded in
the United States. The Fund may also invest in futures and options transactions,
purchase  ADRs  and  U.S.  Government  securities,  and  enter  into  repurchase
agreements.

   RYDEX CONSUMER  PRODUCTS FUND. Rydex Consumer Products Fund (the "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in  manufacturing  finished  goods and services  both  domestically  and
internationally ("Consumer Products Companies").  The Fund invests substantially
all of its assets in a  portfolio  of equity  securities  of  Consumer  Products
Companies  that are traded in the  United  States.  The Fund may also  invest in
futures and options transactions,  purchase ADRs and U.S. Government securities,
and enter into repurchase agreements.

   RYDEX  ELECTRONICS  FUND. Rydex  Electronics Fund (the "Fund") is a series of
the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that  are  involved  in  the   electronics   sector,   including   semiconductor
manufacturers  and  distributors,  and  makers and  vendors of other  electronic
components and devices ("Electronics Companies"). The Fund invests substantially
all of its assets in a portfolio of equity  securities of Electronics  Companies
that are traded in the United  States.  The Fund may also  invest in futures and
options transactions,  purchase ADRs and U.S. Government  securities,  and enter
into repurchase agreements.

   RYDEX  ENERGY  FUND.  Rydex Energy Fund (the "Fund") is a series of the Rydex
Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
involved  in the  energy  field,  including  the  exploration,  production,  and
development  of oil,  gas,  coal and  alternative  sources  of  energy  ("Energy
Companies").  The Fund invests substantially all of its assets in a portfolio of
equity securities of Energy Companies that are traded in the United States.  The
Fund may also invest in futures and options transactions, purchase ADRs and U.S.
Government securities, and enter into repurchase agreements.

   RYDEX ENERGY  SERVICES  FUND.  Rydex Energy  Services  Fund (the "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the energy  services  field,  including  those that provide
services  and  equipment  in the areas of oil,  coal,  and gas  exploration  and
production ("Energy Services Companies").  The Fund invests substantially all of
its assets in a portfolio of equity securities of Energy Services Companies that
are traded in the United States. The Fund may also invest in futures and options
transactions,  purchase  ADRs and U.S.  Government  securities,  and enter  into
repurchase agreements.

   RYDEX FINANCIAL  SERVICES FUND. Rydex Financial Services Fund (the "Fund") is
a series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the financial services sector,  including commercial banks,
savings and loan associations,  insurance companies,  brokerage  companies,  and
real estate and leasing companies  ("Financial  Services  Companies").  The Fund
invests  substantially  all of its assets in a portfolio of equity securities of
Financial  Services Companies that are traded in the United States. The Fund may
also  invest  in  futures  and  options  transactions,  purchase  ADRs  and U.S.
Government  securities,   and  enter  into  repurchase  agreements.   Under  SEC
regulations,  the Fund may not  invest  more than 5% of its total  assets in the
equity securities of any company that derives more than 15% of its revenues from
brokerage or investment management activities.

   RYDEX  HEALTH CARE FUND.  Rydex  Health Care Fund (the "Fund") is a series of
the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the health care  industry  ("Health Care  Companies").  The
Fund invests substantially all of its assets in a portfolio of equity securities
of Health Care Companies that are traded in the United States. The Fund may also
invest in futures and options  transactions,  purchase ADRs and U.S.  Government
securities, and enter into repurchase agreements.

   RYDEX  INTERNET  FUND.  Rydex  Internet  Fund (the "Fund") is a series of the
Rydex Variable Trust.

   INVESTMENT  OBJECTIVE:  The Fund seeks capital  appreciation  by investing in
companies  that  provide  products  or services  designed  for or related to the
Internet  ("Internet  Companies").  The Fund  invests  substantially  all of its
assets in equity securities of Internet  Companies that are traded in the United
States.  Internet  Companies  are  involved in all aspects of  research,  design
development,  manufacturing or distribution of products or services for use with
the  Internet  or  Internet-related   businesses.  Such  companies  may  provide
information  or  entertainment  services over the  Internet;  sell or distribute
goods  and  services  over  the  Internet;  provide  infrastructure  systems  or
otherwise provide hardware, software or support which impacts Internet commerce;
or provide Internet access to consumers and businesses.  Internet  Companies may
also include  companies that provide  intranet and extranet  services.  The Fund
will  maintain  an adequate  representation  of the  various  industries  in the
Internet sector.  The Fund may also engage in futures and options  transactions,
purchase  ADRs  and  U.S.  Government  securities,  and  enter  into  repurchase
agreements.

   RYDEX LEISURE FUND.  Rydex U.S.  Leisure Fund (the "Fund") is a series of the
Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in leisure and entertainment  businesses,  including hotels and resorts,
casinos,  radio and  television  broadcasting  and  advertising,  motion picture
production,  toys  and  sporting  goods  manufacture,   musical  recordings  and
instruments, alcohol and tobacco, and publishing ("Leisure Companies"). The Fund
invests  substantially  all of its assets in a portfolio of equity securities of
Leisure Companies that are traded in the United States. The Fund may also invest
in  futures  and  options  transactions,   purchase  ADRs  and  U.S.  Government
securities, and enter into repurchase agreements.

   RYDEX  PRECIOUS  METALS FUND.  Rydex  Precious  Metals Fund (the "Fund") is a
series of the Rydex Variable Trust.

   INVESTMENT  OBJECTIVE:  The Fund seeks to  provide  capital  appreciation  by
investing in U.S. and foreign companies that are involved in the precious metals
sector,  including exploration,  mining,  production and development,  and other
precious metals-related services ("Precious Metals Companies"). The Fund invests
substantially  all of  its  assets  in  equity  securities  of  Precious  Metals
Companies that are traded in the United States and foreign  countries.  Precious
metals include gold, silver, platinum and other precious metals. Precious Metals
Companies include precious metal  manufacturers;  distributors of precious metal
products,  such  as  jewelry,  metal  foil or  bullion;  mining  and  geological
exploration  companies;  and companies which provide services to Precious Metals
Companies.  The  Fund may also  engage  in  futures  and  options  transactions,
purchase  ADRs  and  U.S.  Government  securities,  and  enter  into  repurchase
agreements.

   RYDEX  RETAILING  FUND.  Rydex Retailing Fund (the "Fund") is a series of the
Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in  merchandising  finished  goods and  services,  including  department
stores,  restaurant  franchises,  mail  order  operations  and  other  companies
involved in selling  products to  consumers  ("Retailing  Companies").  The Fund
invests  substantially  all of its assets in a portfolio of equity securities of
Retailing  Companies  that are  traded in the United  States.  The Fund may also
invest in futures and options  transactions,  purchase ADRs and U.S.  Government
securities, and enter into repurchase agreements.

   RYDEX  TECHNOLOGY FUND. Rydex Technology Fund (the "Fund") is a series of the
Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
that are involved in the  technology  sector,  including  computer  software and
service    companies,     semiconductor     manufacturers,     networking    and
telecommunications   equipment   manufacturers,   PC  hardware  and  peripherals
companies  ("Technology  Companies").  The Fund invests substantially all of its
assets in a portfolio of equity  securities  of  Technology  Companies  that are
traded in the United  States.  The Fund may also  invest in futures  and options
transactions,  purchase  ADRs and U.S.  Government  securities,  and enter  into
repurchase agreements.

   RYDEX  TELECOMMUNICATIONS FUND. Rydex Telecommunications Fund (the "Fund") is
a series of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in the development,  manufacture,  or sale of communications services or
communications  equipment  ("Telecommunications  Companies").  The Fund  invests
substantially  all  of  its  assets  in a  portfolio  of  equity  securities  of
Telecommunications  Companies that are traded in the United States. The Fund may
also  invest  in  futures  and  options  transactions,  purchase  ADRs  and U.S.
Government  securities,  and enter into  repurchase  agreements.  Although  many
established  Telecommunications  Companies pay an  above-average  dividend,  the
Fund's  investment  decisions are primarily based on growth potential and not on
income.

   RYDEX TRANSPORTATION FUND. Rydex Transportation Fund (the "Fund") is a series
of the Rydex Variable Trust.

   INVESTMENT OBJECTIVE:  To seek capital appreciation by investing in companies
engaged in providing transportation services or companies engaged in the design,
manufacture,  distribution, or sale of transportation equipment ("Transportation
Companies").  The Fund invests substantially all of its assets in a portfolio of
equity  securities  of  Transportation  Companies  that are traded in the United
States. The Fund may also invest in futures and options  transactions,  purchase
ADRs and U.S. Government securities, and enter into repurchase agreements.

   RYDEX  UTILITIES  FUND.  Rydex Utilities Fund (the "Fund") is a series of the
Rydex Variable Trust.

   INVESTMENT  OBJECTIVE:  The Fund seeks capital  appreciation  by investing in
companies  that  operate  public  utilities  ("Utilities  Companies").  The Fund
invests  substantially  all of its  assets in  equity  securities  of  Utilities
Companies that are traded in the United States.  Utilities Companies may include
companies involved in the manufacturing,  production, generation,  transmission,
distribution or sales of gas or electric energy;  water supply, waste and sewage
disposal;  and  companies  that receive a majority of their  revenues from their
public  utility  operations.  The Fund may also  engage in futures  and  options
transactions,  purchase  ADRs and U.S.  Government  securities,  and enter  into
repurchase agreements.

SBL FUND -- SBL Fund, an open-end  management  investment  company of the series
type, is organized as a Kansas  corporation.  SBL Fund offers its shares only as
investment  vehicles for variable  annuity and variable life insurance  products
issued by Security Benefit.

   SERIES D (OPPENHEIMERFUNDS  GLOBAL). Series D (OppenheimerFunds  Global) (the
"Fund") is a series of SBL Fund. The investment manager for SBL Fund is Security
Management Company, LLC, a wholly owned subsidiary of Security Benefit. Security
Management   Company   has   entered   into  a   sub-advisory   agreement   with
OppenheimerFunds, Inc., which serves as the sub-adviser to the Fund.

   INVESTMENT  OBJECTIVE:  To seek long-term growth of capital primarily through
investment in common stocks and  equivalents  of companies of foreign  countries
and the United States. The Fund pursues its objective by investing, under normal
circumstances, in a diversified portfolio of securities with at least 65% of its
total assets in at least three countries, one of which may be the United States.
The Fund primarily  invests in foreign and domestic common stocks or convertible
stocks   of   growth-oriented   companies   considered   to  have   appreciation
possibilities. The Fund may actively trade its investments without regard to the
length of time they have been owned by the Fund.  Investments in debt securities
may be made in uncertain market conditions.

   To lower the  risks of  foreign  investing,  such as  currency  fluctuations,
OppenheimerFunds  diversifies broadly across countries and industries.  The Fund
can buy and sell futures contracts (and options on such contracts) to manage its
exposure to changes in securities  prices and foreign  currencies  and to adjust
its exposure to certain markets.

STRONG OPPORTUNITY FUND II -- Strong Opportunity Fund II, Inc. (the "Fund") is a
diversified,  open-ended management  investment company.  Shares of the Fund are
only offered and sold to the separate  accounts of insurance  companies  for the
purpose of funding variable annuity and variable life insurance  contracts.  The
Fund has entered into an Advisory Agreement with Strong Capital Management, Inc.

   INVESTMENT  OBJECTIVE:  To seek capital growth. The Fund invests primarily in
stocks of  medium-capitalization  companies that the Fund's manager believes are
under-priced,  yet have  attractive  growth  prospects.  The  manager  bases his
analysis on a company's  "private market  value"--the price an investor would be
willing to pay for the entire company given its  management,  financial  health,
and growth  potential.  The manager  determines a company's private market value
based on a fundamental  analysis of a company's  cash flows,  asset  valuations,
competitive  situation,  and franchise value. To a limited extent,  the Fund may
also invest in foreign  securities.  The manager may sell a stock when its price
no longer  compares  favorably  with the company's  private  market  value.  The
manager  may  invest  up to  30% of the  Fund's  assets  in  cash  or  cash-type
securities  (high-quality,  short-term debt securities  issued by  corporations,
financial  institutions,  or  the  U.S.  government)  as a  temporary  defensive
position to avoid losses during adverse market conditions. This could reduce the
benefit  to the fund if the  market  goes  up.  In this  case,  the fund may not
achieve its investment goal.

FRANKLIN  TEMPLETON  VARIABLE  INSURANCE  PRODUCTS  TRUST -- Franklin  Templeton
Variable Insurance Products Trust is an open-end  management  investment company
organized  as a  Massachusetts  business  trust  on  April  26,  1988.  Franklin
Templeton  Variable  Insurance  Products Trust shares are purchased by insurance
companies to fund benefits under  variable life  insurance and variable  annuity
contracts.

   TEMPLETON  DEVELOPING  MARKETS FUND.  Templeton  Developing Markets Fund (the
"Fund") is a portfolio of the Franklin  Templeton  Variable  Insurance  Products
Trust.  Templeton Asset Management Ltd. serves as the investment manager for the
Fund.

   INVESTMENT OBJECTIVE:  To seek long-term capital  appreciation.  Under normal
market  conditions,  the fund will  invest  at least 65% of its total  assets in
emerging market equity securities.  Emerging market securities generally include
equity securities that trade in emerging markets or are issued by companies that
derive  significant  revenue from goods,  services,  or sales produced,  or have
their principal activities or significant assets, in emerging market countries.

   Emerging market countries  generally  include those considered to be emerging
by the World Bank, the International Finance Corporation, the United Nations, or
the  countries'  authorities.  These  countries  are  typically  located  in the
Asia-Pacific region,  Eastern Europe, Central and South America, and Africa. The
Fund  may  from  time  to  time  have  significant  investments  in one or  more
countries.

   In addition to its main  investments,  the Fund may invest  significantly  in
securities of issuers in developed market countries.

   TEMPLETON  INTERNATIONAL FUND. Templeton International Fund (the "Fund") is a
portfolio of the Franklin Templeton Variable Insurance Products Trust. Templeton
Investment Counsel, Inc. serves as the investment manager for the Fund.

   INVESTMENT  OBJECTIVE:  To seek long-term capital growth. Under normal market
conditions,  the fund will  invest  at least  65% of its total  assets in equity
securities of companies  located  outside the U.S.,  including those in emerging
markets.  While there are no set percentage targets,  the Fund generally invests
in large to medium cap companies with market  capitalization values (share price
multiplied  by the number of common  stock shares  outstanding)  greater than $2
billion.

                           _________ VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                               DATE: ______, 2001

                      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 dated
______,  2001,  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.

                                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

EXPERTS.....................................................................  6

FINANCIAL STATEMENTS........................................................  6

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
Underlying Funds 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"),  a  wholly-owned  subsidiary of Security
Benefit,  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  Security  Benefit,  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 0.25% of
contract value on an annualized basis.

METHOD OF DEDUCTING THE EXCESS CHARGE

The minimum  mortality and expense risk charge of 0.85%, and the  administration
charge, which ranges from 0.25% to 60%, 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  OppenheimerFunds  Global Subaccount and no Riders,  the Excess
Charge would be computed as follows:

              ----------------------------------------------------
              Mortality and Expense Risk Charge..........    0.95%
              Plus:  Optional Rider Charge...............  + N/A
              Less:  Minimum Charge......................  - 0.85%
                                                             ----
              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  OppenheimerFunds  Global  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 Rydex 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 Rydex 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

Quotations  of yield for the  Subaccounts,  other  than the Rydex  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 Underlying Fund
          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  Underlying  Funds,  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 3.10%,  the maximum
administration  charge of 0.60%, the account  administration  charge of $30, and
the contingent deferred sales charge. Total return figures may be quoted that do
not  reflect  deduction  of the  contingent  deferred  sales  charge and account
administration  charge of $30;  provided  that such  figures do not  reflect the
addition of any Credit  Enhancement.  The  contingent  deferred sales charge and
account  administration  charge  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.

Total return  figures also may be quoted that assume the Owner has  purchased an
Extra  Credit  Rider  and,  as  such,   will  reflect  any   applicable   Credit
Enhancements; however, such total return figures will also reflect the deduction
of any contingent deferred sales charge.

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 Underlying 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.

EXPERTS

The 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,  included in this Statement of Additional
Information have been audited by Ernst & Young LLP,  independent  auditors,  for
the periods indicated in their reports thereon appearing  elsewhere herein,  and
are included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

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 8.

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.

                                     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(a)
               (2)  Not Applicable
               (3)  (a)  Service Facilities Agreement(b)
                    (b)  Marketing Organization Agreement(g)
                    (c)  SBL Variable Products Broker/Dealer Sales Agreement(h)
                    (d)  SBL   Variable    Product   Sales   Agreement    (3-Way
                         Agreement)(a)
                    (e)  To be filed by Amendment
               (4)  (a)  Individual Contract (Form V6029 11-00)
                    (b)  Individual Contract-Unisex (Form V6029U 11-00)
                    (c)  Tax-Sheltered Annuity Endorsement (Form 6832A R9-96)(c)
                    (d)  Withdrawal   Charge  Waiver   Endorsement  (Form  V6051
                         3-96)(c)
                    (e)  Waiver  of  Withdrawal   Charge  for  Terminal  Illness
                         Endorsement (Form V6051 TI 2-97)(c)
                    (f)  Individual  Retirement Annuity Endorsement (Form V6849A
                         1-97)(d)
                    (g)  Roth IRA Endorsement (Form V6851 10-97)(d)
                    (h)  403a Endorsement (Form V6057 10-98)(e)
                    (i)  Annual  Stepped  Up Death  Benefit  Rider  (Form  V6063
                         8-00)(a)
                    (j)  Guaranteed  Growth Death  Benefit  Rider (Form  V6063-1
                         8-00)(a)
                    (k)  Annual Stepped Up and  Guaranteed  Growth Death Benefit
                         Rider (Form V6063-2 8-00)(a)
                    (l)  Disability Rider (Form V6064 8-00)(a)
                    (m)  Guaranteed Income Benefit Rider (Form V6065 8-00)(a)
                    (n)  Credit Enhancement Rider (Form V6067 8-00)(a)
                    (o)  Alternate Withdrawal Charge Rider (Form V6069 10-00)
               (5)  (a)  Application (Form V9493 11-00)
                    (b)  Application - Unisex (Form V9493U 11-00)
               (6)  (a)  Composite of Articles of Incorporation of SBL(f)
                    (b)  Bylaws of SBL(f)
               (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.,  Pat A.
                    Loconto, Frank C. Sabatini, and Robert C. Wheeler

(a)  Incorporated  herein by reference  to the  Exhibits  filed with the initial
     Registration Statement No. 333-41180 (filed July 11, 2000).

(b)  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).

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

(d)  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).

(e)  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).

(f)  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).

(g)  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).

(h)  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).

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:

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

           Security Benefit Mutual                   Kansas                ---
           Holding Company
           (Holding Company)

           Security Benefit Corp.                    Kansas               100%
           (Holding Company)

           Security Benefit Life                     Kansas               100%
           Insurance Company
           (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                 Kansas               100%
           Agency, Inc.
           (Insurance Agency)

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

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

           Security Financial Resources             Delaware              100%
           Collective Investments, LLC
           (Private Fund)

           First Security Benefit Life              New York              100%
           Insurance and Annuity
           Company of New York

          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 14, 2000 the  approximate  percentage  of ownership by the
          separate accounts for each company is as follows:

                  Security Growth and Income Fund.....   23.0%
                  SBL Fund............................  100.0%
                  Security Ultra Fund.................   50.0%

ITEM 27.  NUMBER OF CONTRACTOWNERS

          As of November 30, 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)P.  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.

                                   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 15th day of  December,
2000.

SIGNATURES AND TITLES

Howard R. Fricke                 SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman of            (The Depositor)
the Board, and Chief
Executive Officer
                                 By:              HOWARD R. FRICKE
Kris A. Robbins                     --------------------------------------------
Director, President and             Howard R. Fricke, Chairman of the Board and
Chief Operating Officer             Chief Executive Officer as Attorney-In-Fact
                                    for the Officers and directors whose Names
Sister Loretto Marie Colwell        Appear Opposite
Director

John C. Dicus                    VARIABLE ANNUITY ACCOUNT XIV
Director                         (The Registrant)

William W. Hanna                 By:   SECURITY BENEFIT LIFE INSURANCE COMPANY
Director                               (The Depositor)

John E. Hayes, Jr.
Director                         By:             HOWARD R. FRICKE
                                      ------------------------------------------
Pat A. Loconto                        Howard R. Fricke, Chairman of the Board
Director                              and Chief Executive Officer

Frank C. Sabatini
Director                         By:             DONALD J. SCHEPKER
                                      ------------------------------------------
Robert C. Wheeler                     Donald J. Schepker, Senior Vice President
Director                              Chief Financial Officer and Treasurer

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

                                 Date:  December 15, 2000

                                  EXHIBIT INDEX

 (1)  None

 (2)  None

 (3)  (a)  None
      (b)  None
      (c)  None
      (d)  None
      (e)  None

 (4)  (a)  Individual Contract (Form V6029  11-00)
      (b)  Individual Contract - Unisex (Form V6029U  11-00)
      (c)  None
      (d)  None
      (e)  None
      (f)  None
      (g)  None
      (h)  None
      (i)  None
      (j)  None
      (k)  None
      (l)  None
      (m)  None
      (n)  None
      (o)  Alternate Withdrawal Charge Rider (Form V6069  10-00)

 (5)  (a)  Application (Form V9493  11-00)
      (b)  Application - Unisex (Form V9493U  11-00)

 (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


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