VARIFLEX
485BPOS, 2000-05-01
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<PAGE>
                                                              File No. 333-36529
                                                              File No. 811-3957
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [_]
     Pre-Effective  Amendment No.                                            [_]
                                -----
     Post-Effective Amendment No. 3                                          [X]
                                -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [_]
                    Amendment No. 4                                          [X]
                                -----

                        (Check appropriate box or boxes)

                            VARIFLEX SEPARATE ACCOUNT
                                  (VARIFLEX ES)
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

                700 SW 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 of Process:                    Copies to:

Amy J. Lee, Associate General Counsel                    Jeffrey S. Puretz, Esq.
Security Benefit Group, Inc.                             Dechert, Price & Rhoads
700 SW Harrison Street                                   1775 Eye Street N.W.
Topeka, KS 66636-0001                                    Washington, DC 20005

Approximate Date of Proposed Public Offering:  May 1, 2000

It is proposed that this filing will become effective:

[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 2000, pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on May 1, 2000, pursuant to paragraph (a)(1) of Rule 485
[_] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[_] on May 1, 2000, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[_]this  post-effective   amendment  designates  a  new  effective  date  for  a
   previously filed post-effective amendment.

Title of  securities  being  registered:  Interests in a separate  account under
   group flexible premium deferred variable annuity contracts.
<PAGE>
                  VARIFLEX ES VARIABLE ANNUITY

                 GROUP FLEXIBLE PURCHASE PAYMENT
               DEFERRED VARIABLE ANNUITY CONTRACT

                ISSUED BY:                           MAILING ADDRESS:
SECURITY BENEFIT LIFE INSURANCE COMPANY  SECURITY BENEFIT LIFE 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  Variflex  ES  Variable   Annuity  Contract
("Variflex ES Contract" or the "Contract"), a flexible purchase payment deferred
variable annuity  contract,  offered by Security Benefit Life Insurance  Company
("Security Benefit").  The Contract is available for groups in connection with a
retirement  plan  qualified  under  Section  401,  403(b) or 457 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  Variflex
Separate  Account,  or to the  General  Account.  Each  Subaccount  invests in a
corresponding Series of SBL Fund. The Subaccounts  currently available under the
Contract are:


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

   Amounts  allocated to the General  Account will accrue interest at rates that
are paid by  Security  Benefit as  described  in "The Fixed  Account,"  page 22.
Contract Value in the Fixed Account is guaranteed by Security Benefit.


   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 21.

   You may return the Contract  according to the terms of its  Free-Look  Right.
See "Free-Look Right," page 5.


   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 May 1, 2000,  which has been filed
with  the  Securities  and  Exchange  Commission,  contains  certain  additional
information.  The Statement of Additional Information, as it may be supplemented
from time to time, is  incorporated  by reference  into this  Prospectus  and is
available at no charge by writing  Security  Benefit at 700 SW 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 33 of this Prospectus.


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

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

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

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 WILL GO UP AND DOWN AND YOU COULD LOSE MONEY.


DATE:  MAY 1, 2000

- --------------------------------------------------------------------------------
<PAGE>
                        TABLE OF CONTENTS

                                                                            Page

DEFINITIONS..............................................................     4

SUMMARY..................................................................     5
   PURPOSE OF THE CONTRACT...............................................     5
   THE SEPARATE ACCOUNT AND SBL FUND.....................................     5
   FIXED ACCOUNT.........................................................     5
   PURCHASE PAYMENTS.....................................................     5
   CONTRACT BENEFITS.....................................................     5
   FREE-LOOK RIGHT.......................................................     5
   CHARGES AND DEDUCTIONS................................................     5
     Contingent Deferred Sales Charge....................................     5
     Mortality and Expense Risk Charge...................................     6
     Administration Charge...............................................     6
     Premium Tax Charge..................................................     6
     Other Expenses......................................................     6
   CONTACTING SECURITY BENEFIT...........................................     6

EXPENSE TABLE............................................................     6
   CONTRACTUAL EXPENSES..................................................     7
   ANNUAL SEPARATE ACCOUNT EXPENSES......................................     7
   ANNUAL MUTUAL FUND EXPENSES...........................................     7
   EXAMPLES..............................................................     8

CONDENSED FINANCIAL INFORMATION..........................................     9


INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND...    11
   SECURITY BENEFIT LIFE INSURANCE COMPANY...............................    11
   PUBLISHED RATINGS.....................................................    11
   SEPARATE ACCOUNT......................................................    11
     SBL FUND............................................................    11
     Series A (Equity Series)............................................    12
     Series B (Large Cap Value Series)...................................    12
     Series C (Money Market Series)......................................    12
     Series D (Global Series)............................................    12
     Series E (Diversified Income Series)................................    12
     Series G (Large Cap Growth Series)..................................    12
     Series H (Enhanced Index Series)....................................    12
     Series I (International Series).....................................    12
     Series J (Mid Cap Growth Series)....................................    12
     Series K (Global Strategic Income Series)...........................    13
     Series L (Capital Growth Series)....................................    13
     Series M (Global Total Return Series)...............................    13
     Series N (Managed Asset Allocation Series)..........................    13
     Series O (Equity Income Series).....................................    13
     Series P (High Yield Series)........................................    13
     Series Q (Small Cap Value Series)...................................    13
     Series S (Social Awareness Series)..................................    13
     Series T (Technology Series)........................................    13
     Series V (Mid Cap Value Series).....................................    13
     Series W (Main Street Growth and Income(R)Series)...................    13
     Series X (Small Cap Growth Series)..................................    13
     Series Y (Select 25 Series).........................................    13
     The Investment Adviser..............................................    13


THE CONTRACT.............................................................    14
   GENERAL...............................................................    14
   APPLICATION FOR A CONTRACT............................................    14
   PURCHASE PAYMENTS.....................................................    14
   ALLOCATION OF PURCHASE PAYMENTS.......................................    14
   DOLLAR COST AVERAGING OPTION..........................................    15
   ASSET REALLOCATION OPTION.............................................    15
   TRANSFERS OF CONTRACT VALUE...........................................    16
   CONTRACT VALUE........................................................    16
   DETERMINATION OF CONTRACT VALUE.......................................    16
   FULL AND PARTIAL WITHDRAWALS..........................................    17
   SYSTEMATIC WITHDRAWALS................................................    17
   FREE-LOOK RIGHT.......................................................    18
   DEATH BENEFIT.........................................................    18

CHARGES AND DEDUCTIONS...................................................    19
   CONTINGENT DEFERRED SALES CHARGE......................................    19
   MORTALITY AND EXPENSE RISK CHARGE.....................................    20
   ADMINISTRATION CHARGE.................................................    20
   PREMIUM TAX CHARGE....................................................    20
   OTHER CHARGES.........................................................    20
   VARIATIONS IN CHARGES.................................................    20
   GUARANTEE OF CERTAIN CHARGES..........................................    20
   SBL FUND EXPENSES.....................................................    20

ANNUITY PERIOD...........................................................    21
   GENERAL...............................................................    21
   ANNUITY OPTIONS.......................................................    21
     Option 1--Life Income...............................................    21
     Option 2--Life Income with Guaranteed Payments of
       5, 10, 15 or 20 Years.............................................    22
     Option 3--Life with Installment Refund Option.......................    22
     Option 4--Joint and Last Survivor...................................    22
     Option 5--Payments for a Specified Period...........................    22
     Option 6--Payments of a Specified Amount............................    22
     Option 7--Period Certain............................................    22
     Option 8--Joint and Contingent Survivor Option......................    22
     Value of Variable Annuity Payments: Assumed Interest Rate...........    22
   SELECTION OF AN OPTION................................................    22

THE FIXED ACCOUNT........................................................    22
   INTEREST..............................................................    23
   DEATH BENEFIT.........................................................    23
   CONTRACT CHARGES......................................................    23
   TRADITIONAL GENERAL ACCOUNT OPTION....................................    23
   DCA PLUS ACCOUNT OPTION...............................................    24
   PAYMENTS FROM THE FIXED ACCOUNT.......................................    24

MORE ABOUT THE CONTRACT..................................................    24
   DESIGNATION AND CHANGE OF BENEFICIARY.................................    24
   DIVIDENDS.............................................................    24
   PAYMENTS FROM THE SEPARATE ACCOUNT....................................    24
   PROOF OF AGE AND SURVIVAL.............................................    25
   MISSTATEMENTS.........................................................    25
   LOANS.................................................................    25
   RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS......................    26

FEDERAL TAX MATTERS......................................................    26
   INTRODUCTION..........................................................    26
   TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT...............    27
     General.............................................................    27
     Charge for Security Benefit Taxes...................................    27
     Diversification Standards...........................................    27
   QUALIFIED PLANS.......................................................    27
     Section 401.........................................................    28
     Section 403(b)......................................................    29
     Section 457.........................................................    29
     Rollovers...........................................................    29
     Tax Penalties.......................................................    30
     Withholding.........................................................    30

OTHER INFORMATION........................................................    30
   VOTING OF SBL FUND SHARES.............................................    30
   SUBSTITUTION OF INVESTMENTS...........................................    31
   CHANGES TO COMPLY WITH LAW AND AMENDMENTS.............................    31
   REPORTS TO OWNERS.....................................................    31
   TELEPHONE TRANSFER PRIVILEGES.........................................    32
   LEGAL PROCEEDINGS.....................................................    32
   LEGAL MATTERS.........................................................    32

PERFORMANCE INFORMATION..................................................    32

ADDITIONAL INFORMATION...................................................    33
   REGISTRATION STATEMENT................................................    33
   FINANCIAL STATEMENTS..................................................    33

STATEMENT OF ADDITIONAL INFORMATION......................................    33


- --------------------------------------------------------------------------------
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 TO WHICH WE HAVE REFERRED  YOU. WE HAVE NOT  AUTHORIZED  ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
- --------------------------------------------------------------------------------

<PAGE>
DEFINITIONS

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

   ACCUMULATION  PERIOD -- The period commencing on the Contract Date and ending
on the  Annuity  Commencement  Date  or,  if  earlier,  when you  terminate  the
Contract,  either through a full withdrawal,  payment of charges,  or payment of
the death benefit proceeds.

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

   ANNUITANT -- The person that you designate to receive  annuity  payments.  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 COMMENCEMENT DATE -- The date when annuity payments are to begin.

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

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

   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 -- A certificate is issued by Security Benefit to Participants under
a Group  Allocated  Contract as evidence of your  benefits  under the  contract.
Certificates  under  Group  Allocated  Contracts  are  referred to herein as the
"Contract" or the "Contracts."

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

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

   CONTRACTOWNER OR OWNER -- The person in whose name the Contract is issued.

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

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


   DESIGNATED  BENEFICIARY  -- The person having the right to the death benefit,
if any,  payable  upon the  death of the  Participant  during  the  Accumulation
Period. The Designated Beneficiary is the first person on the following list who
is alive on the date of death of the Participant:  the Primary Beneficiary;  the
Secondary  Beneficiary;  or if neither of the above is alive, the  Participant's
estate.


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

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

   GROUP ALLOCATED  CONTRACT -- A master agreement between the Contractowner and
Security Benefit.

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

   PARTICIPANT -- A Participant under a Qualified Plan.


   PLAN -- The document or agreement defining the retirement  benefits and those
who are  eligible  to  receive  them.  The Plan is not part of the  Variflex  ES
Contract and Security Benefit is not a party to the Plan.


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


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

   SEPARATE  ACCOUNT -- The Variflex  Separate  Account.  A separate  account of
Security  Benefit  that  consists  of  twenty-two   accounts,   referred  to  as
Subaccounts, each of which invests in a corresponding Series of SBL Fund.

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


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

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

   WITHDRAWAL  VALUE -- The amount you will receive upon full  withdrawal of the
Contract.  It is equal to Contract  Value less any Contract Debt, any applicable
withdrawal  charges,  a pro  rata  administration  charge,  and any  uncollected
premium taxes.

SUMMARY

   This summary provides a brief overview of the more significant aspects of the
Contract.  Further  detail is  provided in this  Prospectus,  the  Statement  of
Additional  Information,   and  the  Contract.   Unless  the  context  indicates
otherwise,  the  discussion in this summary and the remainder of the  Prospectus
relate to the portion of the Contract involving the Separate Account.  The Fixed
Account is briefly  described  under  "The Fixed  Account,"  page 22, and in the
Contract.

   PURPOSE OF THE  CONTRACT  -- The group  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 a Contract on a group basis in connection  with a retirement
plan qualified under Section 401, 403(b) or 457 of the Internal  Revenue Code of
1986, as amended.  These plans are sometimes  referred to in this  Prospectus as
"Qualified Plans."


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


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

   FIXED  ACCOUNT -- You may allocate all or part of your  purchase  payments to
the Fixed Account, which is part of Security Benefit's General Account.  Amounts
that you allocate to the Fixed Account earn interest at rates  determined at the
discretion of Security Benefit and guaranteed to be at least an effective annual
rate of 3 percent. See "The Fixed Account," page 22.

   PURCHASE PAYMENTS -- The minimum purchase payment is $500, or if you elect an
Automatic Investment Program, is $25. See "Purchase Payments," page 14.

   CONTRACT  BENEFITS -- You may transfer  Contract Value among the  Subaccounts
and to and from the Fixed Account,  subject to certain restrictions as described
in "The Contract," page 14 and "The Fixed Account," page 22.

   At any time  before  the  Annuity  Commencement  Date,  you may  surrender  a
Contract for its Withdrawal Value, and may make partial  withdrawals,  including
systematic  withdrawals,  from Contract Value,  subject to certain  restrictions
described in "The Fixed  Account," page 22 and any  restrictions  imposed by the
Plan.  See "Full and Partial  Withdrawals,"  page 17 and "Federal Tax  Matters,"
page 26 for more information about withdrawals, including the 10 percent penalty
tax that may be imposed upon full and partial withdrawals  (including systematic
withdrawals) made prior to the Participant attaining age 59 1/2.

   The Contract  provides for a death benefit upon the death of the  Participant
prior to the Annuity Commencement Date. The death benefit will vary depending on
the Contract's investment results and the age of the Participant on the Contract
Date.  Security  Benefit will pay the death benefit  proceeds to the beneficiary
upon receipt of due proof of the Participant's death and instructions  regarding
payment.

   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 21.

   FREE-LOOK RIGHT -- You may return the Contract  within the Free-Look  Period,
which is generally a ten-day period beginning when you receive the Contract.  In
this event,  Security Benefit will refund to you purchase payments  allocated to
the Fixed Account plus the Contract  Value in the  Subaccounts  plus any charges
deducted from Contract Value in the  Subaccounts.  Security  Benefit will refund
purchase payments allocated to the Subaccounts rather than the Contract Value in
those states where it is required to do so.

   CHARGES AND  DEDUCTIONS  -- Security  Benefit does not deduct sales load from
purchase payments before allocating them to the 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
percent  of  purchase  payments  made  during  the year and,  in any  subsequent
Contract  Year,  to 10  percent  of  Contract  Value as of the first day of that
Contract  Year.  The  withdrawal  charge  generally  applies  to the  portion of
withdrawals in a Contract Year that exceeds the Free Withdrawal  amount for that
Contract Year. For the purpose of determining  any withdrawal  charge,  Security
Benefit deems  withdrawals to be made first from purchase payments and then from
earnings.  The  amount of the  charge  will  depend  on the  number of years the
purchase payment has been credited under the Contract according to the following
schedule:

- ------------------------- -------------------------
AGE OF PURCHASE PAYMENT
        IN YEARS             WITHDRAWAL CHARGE
- ------------------------- -------------------------
           1                         5%
           2                         5%
           3                         5%
           4                         5%
           5                         5%
      6 and later                    0%
- ------------------------- -------------------------

   The amount of the withdrawal charge assessed against your Contract will never
exceed 5 percent of purchase payments paid under the Contract.  In addition,  no
withdrawal  charge will be assessed upon: (1) payment of death benefit proceeds;
or (2) annuity  options  that  provide for  payments  for life or a period of at
least 5 years. See "Contingent Deferred Sales Charge," page 19, for a discussion
of other  circumstances  under  which  Security  Benefit  waives the  withdrawal
charge.

   MORTALITY AND EXPENSE RISK CHARGE.  Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for mortality and expense risks equal to an
annual rate of 1.0 percent of each  Subaccount's  average daily net assets.  See
"Mortality and Expense Risk Charge," page 20.

   ADMINISTRATION  CHARGE.  Security  Benefit  deducts  from  Contract  Value an
administration  charge of $15 on each  anniversary  of the  Contract  Date.  See
"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  annuitization  or upon full
withdrawal  if a  premium  tax  was  incurred  by  Security  Benefit  and is not
refundable.  Partial  withdrawals,  including  systematic  withdrawals,  may  be
subject to a premium tax charge if a premium  tax is incurred on the  withdrawal
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 percent to 3.5 percent. See "Premium Tax Charge," page 20.

   OTHER EXPENSES.  Security Benefit pays the operating expenses of the Separate
Account. Investment advisory fees and operating expenses of SBL Fund are paid by
the Fund and are  reflected  in the net asset  value of the Fund  shares.  For a
description of these charges and expenses, see the Prospectus for SBL Fund.

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

EXPENSE TABLE

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

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

- --------------------------------------------------------------------------------
CONTRACTUAL EXPENSES
- --------------------------------------------------------------------------------
Sales Load on Purchase Payments ........................................   None
Contingent Deferred Sales Charge (as a percentage of
  amount withdrawn attributable to purchase payments) ..................   5%(1)
Transfer Fee (per transfer) ............................................   None
Annual Administration Charge ...........................................    $15
- --------------------------------------------------------------------------------

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

<TABLE>

- ------------------------------------------------------------------------------------------------------------------
ANNUAL SBL FUND EXPENSES (as a percentage of each Series' average daily net assets)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                ESTIMATED                           TOTAL MUTUAL
                                                             BROKERAGE PLAN                        FUND EXPENSES
                                                ADVISORY      DISTRIBUTION         OTHER          (AFTER EXPENSE
                                                 FEE(2)      (12B-1)FEES(3)     EXPENSES(4)     REIMBURSEMENTS)(5)
<S>                                              <C>             <C>               <C>                 <C>
Equity (Series A) ...........................    0.75%           0.01%             0.06%               0.82%
Large Cap Value (Series B) ..................    0.75%           0.02%             0.07%               0.84%
Money Market (Series C) .....................    0.50%           0.00%             0.07%               0.57%
Global (Series D) ...........................    1.00%           0.00%             0.21%               1.21%
Diversified Income (Series E) ...............    0.75%           0.00%             0.07%               0.82%
Large Cap Growth (Series G) .................    1.00%           0.00%             0.36%               1.36%
Enhanced Index (Series H) ...................    0.75%           0.00%             0.29%               1.04%
International (Series I) ....................    1.10%           0.00%             1.15%               2.25%
Mid Cap Growth (Series J) ...................    0.75%           0.01%             0.07%               0.83%
Global Strategic Income (Series K) ..........    0.75%           0.00%             0.87%               1.62%
Capital Growth (Series L) ...................    1.00%           0.00%             0.36%               1.36%
Global Total Return (Series M) ..............    1.00%           0.00%             0.36%               1.36%
Managed Asset Allocation (Series N) .........    1.00%           0.00%             0.17%               1.17%
Equity Income (Series O) ....................    1.00%           0.00%             0.09%               1.09%
High Yield Series (Series P) ................    0.75%           0.00%             0.11%               0.86%
Small Cap Value (Series Q) ..................    1.00%           0.00%             0.36%               1.36%
Social Awareness (Series S) .................    0.75%           0.01%             0.07%               0.83%
Technology (Series T) .......................    1.00%           0.00%             0.95%               1.95%
Mid Cap Value (Series V) ....................    0.75%           0.02%             0.09%               0.86%
Main Street Growth and Income(R)(Series W) ..    1.00%           0.00%             0.22%               1.22%
Small Cap Growth (Series X) .................    1.00%           0.00%             0.33%               1.33%
Select 25 (Series Y) ........................    0.75%           0.01%             0.22%               0.98%
- ------------------------------------------------------------------------------------------------------------------
<FN>
1.  The amount of the  contingent  deferred  sales  charge is  determined  by reference to the number of years the
    purchase  payment has remained  credited under the Contract.  A free  withdrawal is available in each Contract
    Year equal to (1) 10 percent of purchase  payments in the first  Contract Year, and (2) 10 percent of Contract
    Value at the  beginning  of the  Contract  Year in each  subsequent  Contract  Year.  See  "Full  and  Partial
    Withdrawals," page 17 and "Contingent Deferred Sales Charge," page 19 for more information.

2.  During the fiscal year ended December 31, 1999,  the  Investment  Adviser waived the advisory fees of Series P
    and Series X. The Investment  Adviser ceased waiving the advisory fee of Series X effective  December 1, 1999.
    There can be no assurance that the Investment  Adviser will continue to waive Series P's advisory fee. Expense
    information for Series P and X has been restated to reflect the fees that would have been applicable had there
    been no fee waiver.

3.  Amounts  included as  distribution  expenses under this caption are estimates of the amounts to be received by
    the Fund's distributor under the Brokerage Plan in the current fiscal year in connection with the purchase and
    sale of securities held by the Fund.

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

5.  Total  expenses for Series I reflect fee waivers  and/or  reimbursements  of expenses.  In the absence of such
    waivers or reimbursements, Series I's actual expenses would have been 4.2%.
</FN>
- ------------------------------------------------------------------------------------------------------------------

</TABLE>


EXAMPLES -- The examples presented below show the expenses that you would pay at
the end of one,  three,  five or ten years  (except  for the  Large Cap  Growth,
Enhanced Index, International, Capital Growth, Small Cap Value, Technology, Main
Street Growth and Income(R), and Select 25 Subaccounts,  which show expenses for
only the one and three year periods).  The information  presented applies if, at
the  end  of  those  time  periods,  the  Contract  is (1)  surrendered,  or (2)
annuitized or otherwise not  surrendered.  The examples show expenses based upon
an allocation of $1,000 to each of the Subaccounts and a hypothetical  return of
5 percent.


   YOU SHOULD NOT CONSIDER THE EXAMPLES BELOW A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE 5 PERCENT
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 LESS
THAN THE ASSUMED AMOUNT.

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


- --------------------------------------------------------------------------------
                                                  1        3        5       10
                                                 YEAR    YEARS    YEARS    YEARS
- --------------------------------------------------------------------------------
Equity Subaccount ............................   $64     $104     $146     $220
Large Cap Value Subaccount ...................    64      105      147      222
Money Market Subaccount ......................    62       96      133      193
Global Subaccount ............................    68      116      166      261
Diversified Income Subaccount ................    64      104      146      220
Large Cap Growth Subaccount ..................    70      120      ---      ---
Enhanced Index Subaccount ....................    66      110      ---      ---
International Subaccount .....................    78      147      ---      ---
Mid Cap Growth Subaccount ....................    64      104      147      221
Global Strategic Income Subaccount ...........    72      128      187      301
Capital Growth Subaccount ....................    70      120      ---      ---
Global Total Return Subaccount ...............    69      120      174      276
Managed Asset Allocation Subaccount ..........    68      115      164      256
Equity Income Subaccount .....................    67      112      160      248
High Yield Subaccount ........................    65      105      148      224
Small Cap Value Subaccount ...................    70      120      ---      ---
Social Awareness Subaccount ..................    64      104      147      221
Technology Subaccount ........................    75      138      ---      ---
Mid Cap Value Subaccount .....................    65      105      148      224
Main Street Growth and Income(R) Subaccount ..    68      116      ---      ---
Small Cap Growth Subaccount ..................    69      119      172      273
Select 25 Subaccount .........................    66      109      ---      ---
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
                                                  1        3        5       10
                                                 YEAR    YEARS    YEARS    YEARS
- --------------------------------------------------------------------------------
Equity Subaccount ............................   $19      $59     $102     $220
Large Cap Value Subaccount ...................    19       60      103      222
Money Market Subaccount ......................    17       52       88      193
Global Subaccount ............................    23       71      122      260
Diversified Income Subaccount ................    19       59      102      220
Large Cap Growth Subaccount ..................    24       74      ---      ---
Enhanced Index Subaccount ....................    21       66      ---      ---
International Subaccount .....................    33      102      ---      ---
Mid Cap Growth Subaccount ....................    19       60      102      221
Global Strategic Income Subaccount ...........    27       83      142      301
Capital Growth Subaccount ....................    24       74      ---      ---
Global Total Return Subaccount ...............    25       76      129      276
Managed Asset Allocation Subaccount ..........    23       70      120      256
Equity Income Subaccount .....................    22       67      116      248
High Yield Subaccount ........................    20       60      104      224
Small Cap Value Subaccount ...................    24       74      ---      ---
Social Awareness Subaccount ..................    19       60      102      221
Technology Subaccount ........................    30       91      ---      ---
Mid Cap Value Subaccount .....................    20       60      104      224
Main Street Growth and Income(R) Subaccount ..    23       69      ---      ---
Small Cap Growth Subaccount ..................    24       75      128      273
Select 25 Subaccount .........................    21       64      ---      ---
- --------------------------------------------------------------------------------


CONDENSED FINANCIAL INFORMATION


   The following  condensed  financial  information  presents  accumulation unit
values for each of the years in the period ending  December 31, 1999, as well as
ending accumulation units outstanding under each Subaccount.

- --------------------------------------------------------------------------------
                                                             1999(b)   1998(a)
- --------------------------------------------------------------------------------
EQUITY SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $25.40    $21.03
   End of period.............................................  $23.89    $25.40
Accumulation units outstanding at the end of period..........   1,322        25
- --------------------------------------------------------------------------------
LARGE CAP VALUE SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $19.85    $17.73
   End of period.............................................  $19.10    $19.85
Accumulation units outstanding at the end of period..........   1,599        57
- --------------------------------------------------------------------------------
MONEY MARKET SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $11.68    $11.55
   End of period.............................................  $12.10    $11.68
Accumulation units outstanding at the end of period..........       0         0
- --------------------------------------------------------------------------------
GLOBAL SUBACCOUN
 Accumulation unit value:
   Beginning of period.......................................  $16.98    $14.18
   End of period.............................................  $18.75    $16.98
Accumulation units outstanding at the end of period..........      42         0
- --------------------------------------------------------------------------------
DIVERSIFIED INCOME SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $13.25    $13.02
   End of period.............................................  $11.34    $13.25
Accumulation units outstanding at the end of period..........      87         7
- --------------------------------------------------------------------------------
ENHANCED INDEX SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $10.00       ---
   End of period.............................................  $11.16       ---
Accumulation units outstanding at the end of period..........       0       ---
- --------------------------------------------------------------------------------
INTERNATIONAL SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $10.00       ---
   End of period.............................................  $13.03       ---
Accumulation units outstanding at the end of period..........       0       ---
- --------------------------------------------------------------------------------
MID CAP GROWTH SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $19.01    $14.79
   End of period.............................................  $31.35    $19.01
Accumulation units outstanding at the end of period..........       0         0
- --------------------------------------------------------------------------------
GLOBAL STRATEGIC INCOME SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $13.39    $12.16
   End of period.............................................  $13.33    $13.39
Accumulation units outstanding at the end of period..........       0         0
- --------------------------------------------------------------------------------
GLOBAL TOTAL RETURN SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $14.19    $12.53
   End of period.............................................  $15.93    $14.19
Accumulation units outstanding at the end of period..........       0         0
- --------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $16.36    $14.60
   End of period.............................................  $15.98    $16.36
Accumulation units outstanding at the end of period..........     761        19
- --------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $18.95    $16.73
   End of period.............................................  $17.54    $18.95
Accumulation units outstanding at the end of period..........     920         4
- --------------------------------------------------------------------------------
HIGH YIELD SUBACCOUN
 Accumulation unit value:
   Beginning of period.......................................  $12.48    $12.09
   End of period.............................................  $12.52    $12.48
Accumulation units outstanding at the end of period..........       0         4
- --------------------------------------------------------------------------------
SOCIAL AWARENESS SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $23.37    $18.63
   End of period.............................................  $24.40    $23.37
Accumulation units outstanding at the end of period..........   1,940        10
- --------------------------------------------------------------------------------
MID CAP VALUE SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $14.94    $12.58
   End of period.............................................  $14.92    $14.94
Accumulation units outstanding at the end of period..........     812         0
- --------------------------------------------------------------------------------
SMALL CAP GROWTH SUBACCOUNT
Accumulation unit value:
   Beginning of period.......................................  $10.34   $  8.63
   End of period.............................................  $13.03    $10.34
Accumulation units outstanding at the end of period..........       0         0
- --------------------------------------------------------------------------------
SELECT 25 SUBACCOUNT
 Accumulation unit value:
   Beginning of period.......................................  $10.00       ---
   End of period.............................................  $11.74       ---
Accumulation units outstanding at the end of period..........     571       ---
- --------------------------------------------------------------------------------
(a) For the period of September  10, 1998 (date of inception)  through  December
    31, 1998.

(b) For the period of May 3, 1999 (date of inception)  through December 31, 1999
    for Enhanced Index, International, and Select 25 Series.
- --------------------------------------------------------------------------------

<PAGE>
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND

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

   On July 31, 1998,  Security  Benefit  converted  from a mutual life insurance
company to a stock life  insurance  company  ultimately  controlled  by Security
Benefit Mutual Holding  Company,  a Kansas mutual  holding  company.  Membership
interests  of  persons  who  were  Contractowners  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,
the Company had total assets of  approximately  $8.3 billion.  Together with its
subsidiaries, the Company 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  Participants  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  Participants.  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 January 31, 1984. 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 the
contracts may not be charged with  liabilities  arising from any other  business
that the  insurance  company  conducts if, and to the extent,  the  contracts so
provide.  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
Contracts.  Security  Benefit may  transfer to its General  Account  assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  are general  corporate  obligations  of Security  Benefit.
Security  Benefit  may invest its own assets in the  Separate  Account for other
purposes,  but not to support  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.


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


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


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


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

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

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


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

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


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


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

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

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


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

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


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


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


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


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

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

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

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


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

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

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

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

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

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


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


THE  INVESTMENT  ADVISER -- Security  Management  Company,  LLC, 700 SW Harrison
Street, Topeka, Kansas 66636, serves as Investment Adviser to each Series of SBL
Fund.  The  Investment  Adviser  is  registered  with  the SEC as an  investment
adviser.  The Investment Adviser has engaged  OppenheimerFunds,  Inc., Two World
Trade Center,  New York, New York  10048-0203,  to provide  investment  advisory
services to Global Series and Main Street Growth and Income(R)  Series;  Bankers
Trust  Company,  130  Liberty  Street,  New  York,  New York  10006  to  provide
investment advisory services to Enhanced Index Series and International  Series;
Wellington Management Company LLP, 75 State Street, Boston,  Massachusetts 02109
to provide  investment  advisory  services to Global  Strategic  Income  Series,
Global Total Return  Series and  Technology  Series;  T. Rowe Price  Associates,
Inc., 100 East Pratt Street,  Baltimore,  Maryland  21202 to provide  investment
advisory  services to Managed Asset Allocation  Series and Equity Income Series;
Strong  Capital  Management  Corporation,   900  Heritage  Reserve,   Menomonee,
Wisconsin  53051 to  provide  investment  advisory  services  to Small Cap Value
Series and Small Cap Growth Series;  and Alliance Capital  Management L.P., 1345
Avenue of the Americas,  New York, New York 10105 to provide investment advisory
services to Capital Growth Series.


THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a flexible purchase payment deferred variable annuity. To the extent that you
allocate  all or a portion of your  purchase  payments to the  Subaccounts,  the
Contract is significantly  different from a fixed annuity contract in that it is
the Participant 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  Commencement  Date.  The amount  that will be
available for annuity payments will depend on the investment  performance of the
Subaccounts  to which you have  allocated  purchase  payments  and the amount of
interest  credited  on  Contract  Value  that you have  allocated  to the  Fixed
Account.

   The  Contract  is  eligible  for  purchase  in  connection  with  certain tax
qualified  retirement plans that meet the requirements of Section 401, 403(b) or
457 of the  Internal  Revenue  Code  ("Qualified  Plan").  Certain  federal  tax
advantages  are  currently  available  to  retirement  plans that qualify as (1)
self-employed individuals' retirement plans under Section 401, such as HR-10 and
Keogh plans, (2) pension or profit-sharing  plans established by an employer for
the benefit of its employees  under Section 401, (3) annuity  purchase  plans of
public school systems and certain tax-exempt  organizations under Section 403(b)
or (4) deferred  compensation  plans for  employees  established  by a unit of a
state or local  government  or by a tax-exempt  organization  under Section 457.

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.

PURCHASE  PAYMENTS -- The minimum initial purchase payment for the purchase of a
Contract  is $500.  Thereafter,  you may  choose the  amount  and  frequency  of
purchase payments,  except that the minimum subsequent purchase payment is $500.
The minimum  initial and subsequent  purchase  payment if you elect an Automatic
Investment  Program is $25.  Security  Benefit may reduce the  minimum  purchase
payment requirement under certain circumstances. A purchase payment 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  Commencement  Date,  so long as the  Participant  is
living. Subsequent purchase payments may be limited by the terms of the Plan and
provisions of the Internal Revenue Code.


ALLOCATION OF PURCHASE PAYMENTS -- In an application for a Contract,  you select
the  Subaccounts  or the  Fixed  Account  to  which  purchase  payments  will be
allocated.  Purchase  payments will be allocated  according to your instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than $25 of any payment being  allocated to any one Subaccount or the Fixed
Account.  The allocations must be whole  percentages and must total 100 percent.
Available  allocation  alternatives  include the twenty-two  Subaccounts and the
Fixed Account.


   You may change the purchase payment  allocation  instructions by submitting a
proper written  request to Security  Benefit's  Home Office.  A proper change in
allocation  instructions  will be effective upon receipt by Security  Benefit at
its Home  Office  and will  continue  in  effect  until  you  submit a change in
instructions  to the  company.  You may make  changes in your  purchase  payment
allocation   and  changes  to  an  existing   Dollar  Cost  Averaging  or  Asset
Reallocation  Option by telephone provided the Telephone Transfer section of the
application  or  an  Authorization  for  Telephone  Requests  form  is  properly
completed,  signed, and filed at Security Benefit's Home Office.  Changes in the
allocation  of future  purchase  payments  have no effect on  existing  Contract
Value. You may,  however,  transfer Contract Value among the Subaccounts and the
Fixed Account in the manner described in "Transfers of Contract Value," page 16.

DOLLAR COST AVERAGING OPTION -- Prior to the Annuity  Commencement 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,  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.  You must have Contract Value of at least $10,000 at the
time you elect this option.

   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.  The minimum amount that you may
transfer  to any one  Subaccount  is $25.  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 16.

   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,  the  Subaccount  has been  depleted,  or the Dollar Cost Averaging
Option has been canceled,  a new Dollar Cost Averaging Request must be completed
and sent to the Home Office. You must have Contract Value of at least $10,000 at
the time you elect to reinstate the option.  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. The Dollar Cost Averaging Option is not available
while you have Contract Value allocated to the DCA Plus Account.

   You may also dollar cost average Contract Value to or from the Fixed Account,
subject to certain restrictions described under "The Fixed Account," page 22.

ASSET  REALLOCATION  OPTION -- Prior to the Annuity  Commencement  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,  and you must have  Contract
Value  of at  least  $10,000  at the  time  you  elect  this  option.  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," below.

   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. You must have Contract Value of at least $10,000
at the time you elect to reinstate the option. Security Benefit may discontinue,
modify,  or  suspend,  and  reserves  the  right to  charge a fee for the  Asset
Reallocation  Option at any time. The Asset Reallocation Option is not available
while you have Contract Value allocated to the DCA Plus Account.

   Contract  Value  allocated to the Fixed  Account may be included in the Asset
Reallocation  option,  subject to certain  restrictions  described in "The Fixed
Account," page 22.

TRANSFERS OF CONTRACT VALUE -- Prior to the Annuity  Commencement  Date, 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 $100
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.

   You may also  transfer  Contract  Value  from the  Subaccounts  to the  Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account," page 22.

   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  your
Contract held in each Subaccount and the Fixed Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

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

DETERMINATION OF CONTRACT VALUE -- The Contract Value will vary to a degree that
depends  upon  several  factors,   including   investment   performance  of  the
Subaccounts  to which you have  allocated  Contract  Value,  payment of purchase
payments, the amount of any outstanding Contract Debt, partial withdrawals,  and
the charges assessed in connection with the Contract.  The amounts  allocated to
the Subaccounts  will be invested in shares of the  corresponding  Series of SBL
Fund. The investment  performance of the Subaccounts  will reflect  increases or
decreases in the net asset value per share of the  corresponding  Series and any
dividends or distributions  declared by a Series. Any dividends or distributions
from any Series of the Fund will be  automatically  reinvested  in shares of the
same Series, unless Security Benefit, on behalf of the Separate Account,  elects
otherwise.

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

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

FULL AND PARTIAL  WITHDRAWALS  -- You 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 Participant is living and before the Annuity  Commencement
Date,  subject  to  limitations  under the Plan and  applicable  law.  A full or
partial  withdrawal  request will be  effective  as of the end of the  Valuation
Period that a proper written request is received by Security Benefit at its Home
Office.  A proper  written  request  must  include  the  written  consent of any
effective assignee or irrevocable Beneficiary, if applicable.

   The  proceeds  received  upon  a  full  withdrawal  will  be  the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, less any outstanding  Contract Debt, any
applicable  withdrawal  charges,  a pro  rata  administration  charge,  and  any
uncollected premium taxes.

   Security Benefit requires the signature of the Participant on any request for
withdrawal  and a guarantee of such signature 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 $100.  A
request for a partial withdrawal will result in a payment by Security Benefit of
the  amount  specified  in the  partial  withdrawal  request  provided  there is
sufficient Contract Value to meet the request.  Upon payment, the Contract Value
will be reduced by an amount equal to the payment and any applicable  withdrawal
charge and premium tax. If a partial  withdrawal  is  requested  after the first
Contract  Year that would leave the  Withdrawal  Value in the Contract less than
$2,000, Security Benefit reserves the right to treat the partial withdrawal as a
request for a full withdrawal.


   Security  Benefit  will  deduct the amount of a partial  withdrawal  from the
Contract  Value in the  Subaccounts  and the  Fixed  Account  according  to your
instructions to Security Benefit. If you do not specify the allocation, Security
Benefit will deduct the withdrawal  from the Contract  Value in the  Subaccounts
and  the  Fixed  Account  in  the  following  order:  Money  Market  Subaccount,
Diversified  Income Subaccount,  High Yield Subaccount,  Global Strategic Income
Subaccount,  Managed Asset  Allocation  Subaccount,  Equity  Income  Subaccount,
Global Total Return Subaccount,  Large Cap Value Subaccount,  Main Street Growth
and  Income(R)  Subaccount,  Equity  Subaccount,  Large Cap  Growth  Subaccount,
Enhanced  Index  Subaccount,  Capital Growth  Subaccount,  Select 25 Subaccount,
Social  Awareness  Subaccount,   Mid  Cap  Value  Subaccount,   Mid  Cap  Growth
Subaccount, Global Subaccount,  International Subaccount, Technology Subaccount,
Small Cap Value  Subaccount and Small Cap Growth  Subaccount,  and then from the
Fixed  Account.  The value of each  account  will be  depleted  before  the next
account is charged.


   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a withdrawal  charge,  and 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 the receipt of taxable  income to the  Participant  and, if made prior to the
Participant attaining age 59 1/2, may be subject to a 10 percent penalty tax. In
the case of Contracts  issued in connection with retirement  plans that meet the
requirements  of Section  401(a),  403(b) or 457 of the Internal  Revenue  Code,
reference should be made to the terms of the particular Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals from Qualified Plans," page 26. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 26.

SYSTEMATIC  WITHDRAWALS  -- Security  Benefit  currently  offers a feature under
which you may select systematic  withdrawals.  Under this feature, you may elect
to receive  systematic  withdrawals  before  the  Annuity  Commencement  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.  You may
designate the  systematic  withdrawal  amount as a percentage of Contract  Value
allocated to the  Subaccounts  and/or Fixed  Account,  as a fixed  period,  as a
specified  dollar  amount,  as all earnings in the Contract,  or based upon your
life  expectancy  or that of you and a  beneficiary.  You also may designate the
desired  frequency  of  the  systematic  withdrawals,   which  may  be  monthly,
quarterly,   semiannually  or  annually.  You  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. 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 from your Contract Value in the  Subaccounts and the Fixed Account,
as you direct. If you do not specify the allocation,  the systematic  withdrawal
will be  deducted  from the  Contract  Value in the  Subaccounts  and the  Fixed
Account in the following  order:  Money Market  Subaccount,  Diversified  Income
Subaccount, High Yield Subaccount,  Global Strategic Income Subaccount,  Managed
Asset  Allocation  Subaccount,  Equity  Income  Subaccount,  Global Total Return
Subaccount,  Large  Cap Value  Subaccount,  Main  Street  Growth  and  Income(R)
Subaccount,  Equity  Subaccount,  Large Cap Growth  Subaccount,  Enhanced  Index
Subaccount,  Capital Growth Subaccount,  Select 25 Subaccount,  Social Awareness
Subaccount,  Mid  Cap  Value  Subaccount,  Mid  Cap  Growth  Subaccount,  Global
Subaccount,  International  Subaccount,  Technology Subaccount,  Small Cap Value
Subaccount and Small Cap Growth Subaccount, and then from the Fixed Account. The
value of each account will be depleted before the next account is charged.


   Security Benefit may, at any time, discontinue,  modify or suspend systematic
withdrawals.  You should consider carefully the tax consequences of a systematic
withdrawal,  including  the 10  percent  penalty  tax  which may be  imposed  on
withdrawals made prior to the Participant attaining age 59 1/2. See "Federal Tax
Matters," page 26.

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.  Security
Benefit  will then deem void the  returned  Contract  and will refund to you any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts  as of the end of the  Valuation  Period  during  which the returned
Contract is received by Security Benefit.  Security Benefit will refund purchase
payments allocated to the Subaccounts rather than Contract Value in those states
that require it to do so.

DEATH BENEFIT -- If the Participant dies prior to the Annuity Commencement Date,
Security  Benefit  will  pay  the  death  benefit  proceeds  to  the  Designated
Beneficiary  upon  receipt  of  due  proof  of  the   Participant's   death  and
instructions regarding payment to the Designated  Beneficiary.  (If the death of
the  Participant  occurs on or after the Annuity  Commencement  Date,  any death
benefit will be  determined  according to the terms of the Annuity  Option.  See
"Annuity Options," page 21.)


   The  death  benefit  proceeds  will  be  the  death  benefit  reduced  by any
outstanding   Contract  Debt,  any  pro  rata  administration   charge  and  any
uncollected  premium tax. If the Participant dies during the Accumulation Period
and the age of the  Participant  was 75 or less on the  date  the  Contract  was
issued, the amount of the death benefit will be the greatest of:


*   The sum of all Purchase  Payments,  less any  reductions  caused by previous
    withdrawals,

*   The Contract Value on the date due proof of death and instructions regarding
    payment are received by Security Benefit, or

*   The stepped-up death benefit.

*   The stepped-up death benefit is:

*   The largest death benefit on any Contract  anniversary that is both an exact
    multiple of five and occurs prior to the Participant attaining age 76, plus

*   Any Purchase Payments made since the applicable Contract anniversary, less

*   Any withdrawals since the applicable anniversary.

   If the  Participant  dies during the  Accumulation  Period and the age of the
Participant  was 76 or greater on the date the  Contract  was issued,  or if due
proof  of  death  (regardless  of the age of the  Participant  on the  date  the
Contract  was issued) and  instructions  regarding  payment are not  received by
Security  Benefit  at its  Home  Office  within  six  months  of the date of the
Participant's  death,  the death benefit will be the Contract  Value on the date
due proof of death and instructions  regarding  payment are received by Security
Benefit at its Home Office.

   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 26 for a discussion of the tax
consequences in the event 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 upon
the number of years the purchase  payment  withdrawn has been credited 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 percent of purchase  payments
made during the year,  and for any  subsequent  Contract  Year, to 10 percent of
Contract Value as of the first day of that Contract Year. The withdrawal  charge
generally  applies to the amount of  withdrawals  in a Contract Year that exceed
the Free  Withdrawal  amount for that Contract Year. The withdrawal  charge does
not apply,  however, to withdrawals of earnings.  For the purpose of determining
any withdrawal  charge,  Security Benefit deems any withdrawals that are subject
to the withdrawal  charge to be made first from purchase  payments and then from
earnings.  Free  withdrawal  amounts do not  reduce  purchase  payments  for the
purpose of determining future withdrawal charges.  The amount of the charge will
depend on the number of years the purchase  payment has been credited  under the
Contract, according to the following schedule:

- -------------------------- -------------------------
 AGE OF PURCHASE PAYMENT
        IN YEARS              WITHDRAWAL CHARGE
- -------------------------- -------------------------
            1                         5%
            2                         5%
            3                         5%
            4                         5%
            5                         5%
       6 and later                    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 5 percent of purchase  payments  paid under the  Contract.  No withdrawal
charge will be imposed  upon:  (1)  payment of death  benefit  proceeds;  or (2)
annuity  options  that  provide for  payments for life or a period of at least 5
years.  In  addition,  if you are not making the  withdrawal  for the purpose of
exchanging  your  Contract  for another  investment  available  under your Plan,
Security   Benefit  will  waive  the  withdrawal   charge  under  the  following
circumstances:

*   Your Contract has been in force for 15 Contract Years or longer

*   You are totally and permanently  disabled as defined under section  72(m)(7)
    of the Internal Revenue Code


*   The withdrawal is made to satisfy the minimum  distribution  requirements of
    the Internal Revenue Code and regulations thereunder


*   You are age 55 or  older  and  your  Contract  has  been in  force  for five
    Contract Years or longer

Security  Benefit will assess the withdrawal  charge against the Subaccounts and
the  Fixed  Account  in the  same  proportion  as the  withdrawal  proceeds  are
allocated.


   Security Benefit pays sales commissions to broker-dealers  and other expenses
associated with the promotion and sales of the Contracts.  The withdrawal charge
is designed  to  reimburse  Security  Benefit  for these  costs,  although it is
expected that actual expenses will be greater than the amount of the charge.  To
the extent that all sales  expenses  are not  recovered  from the  charge,  such
expenses  may  be  recovered  from  other  charges,  including  amounts  derived
indirectly  from the charge for mortality and expense risk.  Broker-dealers  may
receive aggregate  commissions of up to 7 percent of aggregate purchase payments
and an annual trail commission of up to 0.75 percent of Contract Value. 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. In addition,  registered  representatives  who meet  specified  production
levels may qualify under sales incentive programs adopted by Security Benefit to
receive  non-cash  compensation  such  as  expense-paid  trips  and  educational
seminars and  merchandise.  No compensation  will be offered to the extent it is
prohibited by the laws of any state or self-regulatory agency, such as the NASD.


MORTALITY  AND EXPENSE  RISK CHARGE -- Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for  mortality and expense risks assumed by
Security  Benefit under the Contracts.  The charge is equal to an annual rate of
1.00  percent of each  Subaccount's  average  daily net  assets.  This amount is
intended to compensate  Security Benefit for certain mortality and expense risks
Security  Benefit  assumes in offering and  administering  the  Contracts and in
operating the Subaccounts.

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

   Security  Benefit  may  ultimately  realize a profit  from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses.


ADMINISTRATION  CHARGE -- Security  Benefit will deduct from your Contract Value
an  administration  charge of $15.  The  administration  charge is not  assessed
against  Contract Value which has been applied under Annuity Options 1 through 4
or 8.  Security  Benefit  deducts  the  administration  charge on each  Contract
Anniversary, but will waive the charge if your Contract Value is $10,000 or more
on the applicable Contract Anniversary.  Security Benefit will deduct a pro rata
administration charge upon:


*   A full withdrawal of Contract Value

*   Payment of a death benefit

*   The Annuity  Commencement Date if one of Annuity Options 1 through 4 or 8 is
    elected

The purpose of this charge is to  reimburse  Security  Benefit for the  expenses
associated  with  administration  of the  Contracts.  Security  Benefit does not
expect to profit from this charge.

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 Participant'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 currently deducts this charge upon the Annuity Commencement Date or upon
full or partial  withdrawal if a premium tax was 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 percent to 3.5 percent, 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, the operations
of Security  Benefit  with respect to the  Contracts,  or 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," page 25.


VARIATIONS IN CHARGES -- Security  Benefit may reduce or waive the amount of the
contingent deferred sales charge and administration  charge for a Contract where
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 the charge for
mortality  and expense  risks will not exceed an annual rate of 1.00  percent of
each Subaccount's  average daily net assets and the  administration  charge will
not exceed $15 per Contract Year.

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

ANNUITY PERIOD

GENERAL -- You select the Annuity  Commencement Date at the time of application.
The  Annuity  Commencement  Date may not be prior to the third  annual  Contract
anniversary  and may not be deferred  beyond your 85th  birthday,  although  the
terms of the 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 Commencement
Date, the Annuity  Commencement  Date will be the later of the Annuitant's  70th
birthday or the tenth Contract  Anniversary.  See "Selection of an Option," page
27. If there are Joint Annuitants,  the birthdate of the older Annuitant will be
used to determine the latest Annuity Commencement Date.

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

   The Contracts  provide 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  Commencement  Date and your
gender,  unless unisex rates apply. The annuity rates are based upon the 1983(a)
mortality  table and are  adjusted  to reflect an assumed  interest  rate of 3.5
percent, 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.
If no Annuity  Option has been  selected,  annuity  payments will be made to the
Annuitant  under an automatic  option,  which shall be an annuity payable during
the lifetime of the Annuitant  with payments  guaranteed to be made for 10 years
under Option 2.

   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  Commencement  Date or Annuity  Option
provided  proper  written  notice is received  by  Security  Benefit at its Home
Office at least 30 days prior to the Annuity  Commencement Date set forth in the
Contract.  The date  selected  as the new Annuity  Commencement  Date must be at
least 30 days  after the date  written  notice  requesting  a change of  Annuity
Commencement 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  Participant  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 Commencement 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 occurs prior to the
due date of the second  annuity  payment,  two if death  occurs 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.

   OPTION 3 -- LIFE WITH  INSTALLMENT  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.  Periodic  annuity payments will be made
during the lifetime of either  Annuitant.  It is possible  under this Option for
only one annuity  payment to be made if both  Annuitants die prior to the second
annuity payment due date, two if both die 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 five to twenty years,  as elected by
the Owner, with the guarantee that 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 the amount  applied and interest
thereon  are  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 five,  ten,  fifteen or twenty years, as elected by
the Owner.  If the Annuitant dies prior to the end of the period,  the remaining
payments will be made to the Designated Beneficiary.

   OPTION 8 -- JOINT AND CONTINGENT  SURVIVOR OPTION.  Periodic annuity payments
will be made  during the life of the  primary  Annuitant.  Upon the death of the
primary Annuitant,  payments will be made to the contingent Annuitant during his
or her life.  If the  contingent  Annuitant  is not living upon the death of the
Primary Annuitant,  no payments will be made to the contingent Annuitant.  It is
possible  under  this  Option  for only one  annuity  payment to be made if both
Annuitants  die prior to the second  annuity  payment due date,  two if both die
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 percent, compounded annually. Variable annuity payments generally increase
or decrease from one annuity payment date to the next based upon the performance
of the applicable Subaccounts during the interim period adjusted for the assumed
interest rate. If the  performance  of the  Subaccount  selected is equal to the
assumed  interest  rate,  the  annuity  payments  will remain  constant.  If the
performance of the  Subaccounts  is greater than the assumed  interest rate, the
annuity  payments  will  increase,  and if it is less than the assumed  interest
rate, the annuity  payments will decline.  A higher assumed  interest rate would
mean a higher initial  annuity  payment,  but the amount of the annuity  payment
would  increase  more  slowly in a rising  market (or the amount of the  annuity
payment would decline more rapidly in a declining  market).  A lower  assumption
would have the opposite effect.

SELECTION OF AN OPTION -- You should  carefully  review the Annuity Options with
your  financial  or tax  advisers.  For  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  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.

THE FIXED ACCOUNT


   You may  allocate  all or a portion of your  purchase  payments  and transfer
Contract Value to the Fixed Account.  There are two Fixed Account  options,  the
Traditional  General Account and the DCA Plus Account,  as discussed on page 24.
Amounts allocated to the Fixed Account become part of Security Benefit's General
Account,  which supports Security Benefit's  insurance and annuity  obligations.
The  General  Account is subject to  regulation  and  supervision  by the Kansas
Department  of  Insurance  and  is  also  subject  to  the  insurance  laws  and
regulations  of other  jurisdictions  in which the Contract is  distributed.  In
reliance on certain  exemptive  and  exclusionary  provisions,  interests in the
Fixed Account have not been registered as securities under the Securities Act of
1933 (the  "1933  Act")  and the Fixed  Account  has not been  registered  as an
investment  company  under  the the 1940  Act.  Accordingly,  neither  the Fixed
Account nor any interests therein are generally subject to the provisions of the
1933 Act or the 1940 Act.  Security  Benefit has been  advised that the staff of
the SEC has not reviewed the disclosure in this Prospectus relating to the Fixed
Account.  This  disclosure,   however,  may  be  subject  to  certain  generally
applicable  provisions of the federal  securities  laws relating to the accuracy
and  completeness  of  statements  made in the  Prospectus.  This  Prospectus is
generally  intended  to serve as a  disclosure  document  only for  aspects of a
Contract  involving the Separate Account and contains only selected  information
regarding the Fixed Account.  For more information  regarding the Fixed Account,
see "The Contract," page 14.


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

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

   Contract  Value  allocated  or  transferred  to the Fixed  Account  will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract Value is allocated or transferred to the Fixed Account.  Contract Value
allocated  or  transferred  to the  Fixed  Account  at one  point in time may be
credited with a different  Current Rate than amounts allocated or transferred to
the Fixed Account at another point in time.  For example,  amounts  allocated to
the Fixed  Account in June may be credited  with a different  current  rate than
amounts  allocated to the Fixed Account in July. In addition,  Security  Benefit
may credit  interest  at  different  Current  Rates on the  Traditional  General
Account and DCA Plus Account options.  Therefore,  at any time, various portions
of your Contract Value in the Fixed Account may be earning interest at different
Current Rates  depending  upon the point in time such portions were allocated or
transferred to the Fixed Account and the Fixed Account option selected. Security
Benefit bears the investment  risk for the Contract Value allocated to the Fixed
Account and for paying interest at the Guaranteed  Rate on amounts  allocated to
the Fixed Account.

   For purposes of  determining  the  interest  rates to be credited on Contract
Value in the  Fixed  Account,  withdrawals,  loans or  transfers  from the Fixed
Account will be deemed to be taken from  purchase  payments  and Contract  Value
allocated  to the Fixed  Account on a first in,  first out basis.  Any  interest
attributable  to such  amounts  shall be deemed to be taken before the amount of
the purchase payment or other Contract Value allocated to the Fixed Account. For
more information about transfers and withdrawals from the Fixed Account, see the
discussion of the Fixed Account options below.

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

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

TRADITIONAL GENERAL ACCOUNT OPTION -- You may allocate purchase payments to this
option and may  transfer  Contract  Value from the  Subaccounts  to this option.
Security  Benefit  limits  transfer  from  this  option  to the  Subaccounts  as
discussed below.

   Prior to the Annuity Commencement Date, you may transfer from the Traditional
General  Account option to the  Subaccounts in a Contract Year not more than the
greatest of (1) $5,000,  (2)  one-third of the Contract  Value  allocated to the
option  at the time of the  first  transfer  in the  Contract  Year,  or (3) 120
percent of the amount  transferred  from the Traditional  General Account option
during the previous  Contract Year.  Security  Benefit  reserves the right for a
period of time to allow  transfers  from this option in amounts  that exceed the
limits set forth above ("Waiver Period").  In any Contract Year following such a
Waiver  Period,  the  total  dollar  amount  that  may be  transferred  from the
Traditional  General Account option is the greatest of: (1) above; (2) above; or
(3) 120  percent of the lesser of: (i) the dollar  amount  transferred  from the
Traditional  General  Account option in the previous  Contract Year; or (ii) the
maximum dollar amount that would have been allowed in the previous Contract Year
under the transfer provisions above absent the Waiver Period.

   You may make full or  partial  withdrawals  to the same  extent as if you had
allocated  Contract Value to the  Subaccounts.  However,  no partial  withdrawal
request will be processed which would result in the withdrawal of Contract Value
from  the  Loan  Account.  See  "Full  and  Partial  Withdrawals,"  page  17 and
"Systematic   Withdrawals,"  page  17.  In  addition,  to  the  same  extent  as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection with a Qualified Plan may obtain a loan if so permitted under
the terms of the Plan. See "Loans," page 25.

DCA PLUS ACCOUNT OPTION -- This option is available  ONLY for purchase  payments
allocated to a Contract during the first two Contract Years.

   Your purchase payments  allocated to this option will be transferred  monthly
to one or more of the  Subaccounts  over a  period  of one year  (the  "Transfer
Year").  The  Transfer  Year  begins  on the date a  Purchase  Payment  is first
allocated to this option and the first monthly transfer is made on the same date
in the  following  month.  When you first  allocate a  purchase  payment to this
option, you must submit to Security Benefit written  instruction  specifying the
Subaccounts  to which such transfers  should be made.  (The transfers may not be
made to the Traditional  General Account option.) The monthly transfers from the
DCA Plus  Account  to the  Subaccounts  will be made in  amounts  determined  by
dividing the Contract  Value  allocated to the DCA Plus Account by the number of
months  remaining in the Transfer  Year.  If  subsequent  purchase  payments are
allocated  to the  DCA  Plus  Account  during  a  Transfer  Year,  they  will be
transferred to the Subaccounts you select over the balance of the Transfer Year.
As a result,  any subsequent  purchase payments may be allocated to the DCA Plus
Account  for  less  than a  year.  You  should  consider  whether  allocating  a
subsequent  purchase  payment to the DCA Plus Account is appropriate in light of
the amount of time  remaining in the  Transfer  Year.  If a purchase  payment is
allocated to the DCA Plus Account after the initial  Transfer Year has ended,  a
new Transfer Year will begin with respect to that purchase payment.

   You may not transfer  Contract Value from the  Subaccounts or the Traditional
General Account option to this option.  Full and partial withdrawals are allowed
as discussed under "Full and Partial Withdrawals," page 17.

PAYMENTS  FROM THE FIXED  ACCOUNT -- Full and partial  withdrawals,  loans,  and
transfers  from the Fixed  Account may be delayed  for up to six months  after a
written  request in proper  form is  received  by  Security  Benefit at its Home
Office. During the period of deferral,  interest at the applicable interest rate
or rates will  continue to be credited  to the  amounts  allocated  to the Fixed
Account.  However, payment of any amounts will not be deferred if they are to be
used to pay premiums on any policies or contracts issued by Security Benefit.

MORE ABOUT THE CONTRACT


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 Participant during the Accumulation  Period.  The Designated  Beneficiary is
the first person on the following  list who is alive on the date of death of the
Participant:  the Primary Beneficiary;  the Secondary Beneficiary; or if neither
of the above is alive, the Participant'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 the
Participant  during the  Accumulation  Period.  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 the Participant,  careful consideration should be given the designation
of the Primary  Beneficiary.  The Participant 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 the 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.


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

DIVIDENDS  -- The  Contract  is  participating  and will  share  in the  surplus
earnings of Security  Benefit.  However,  the current dividend scale is zero and
Security Benefit does not anticipate that dividends will be paid. Certain states
will not permit the Contract to be issued as a dividend-paying policy.

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

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

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

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

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

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

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

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

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

   Interest  will be charged  for the loan and will  accrue on the loan  balance
from the effective date of any loan. The loan interest rate will be 5.0 percent.
Because the Contract  Value  maintained  in the Loan Account  (which will earn 3
percent) will always be equal in amount to the outstanding loan balance, the net
cost of a loan is 2 percent.

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

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

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

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

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


RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS -- Generally,  a Qualified Plan
may not provide for the distribution or withdrawal of amounts  accumulated under
the Plan until after a fixed number of years,  the attainment of a stated age or
upon  the  occurrence  of  a  specific  event  such  as  hardship,   disability,
retirement, death or termination of employment. Therefore, if you own a Contract
purchased in connection with a Qualified Plan, you may not be entitled to make a
full or partial withdrawal,  as described in this Prospectus,  unless one of the
above-described conditions has been satisfied. For this reason, you should refer
to the  terms of your  particular  Plan,  the  Internal  Revenue  Code and other
applicable  law  for  any  limitation  or  restriction  on   distributions   and
withdrawals,  including  the 10 percent  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 30.


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


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

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


   In  certain  circumstances,  owners  of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the Participant),  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." Guidance issued to date has no application to the Contract.


   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  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
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  a
Participant from being considered the owner of a pro rata share of the assets of
the Separate  Account.  Moreover,  in the event that  regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently described in the Prospectus,  or that SBL Fund will not have to change
any Series' investment objective or investment policies.

QUALIFIED  PLANS -- The Contract may be used with Qualified  Plans that meet the
requirements  of  Section  401,  403(b),  or 457  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.
Participants, 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,  a  Participant'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  Participant  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 401. Code Section 401 permits employers to establish various types of
retirement  plans (e.g.,  pension,  profit  sharing and 401(k)  plans) for their
employees. For this purpose,  self-employed individuals (proprietors or partners
operating a trade or business) are treated as employees  and therefore  eligible
to participate in such plans.  Retirement  plans  established in accordance with
Section 401 may permit the purchase of Contracts to provide benefits thereunder.

   In order for a retirement  plan to be "qualified"  under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

   A retirement  plan qualified under Code Section 401 may be funded by employer
contributions,   employee   contributions   or  a  combination  of  both.   Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

   Each  employee's  interest in a retirement  plan qualified under Code Section
401 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.

   Annuity  payments  distributed  from a retirement  plan qualified  under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's  investment in the plan by (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  The  portion  of each  payment in excess of the
exclusion amount is taxable as ordinary income.  Once the employee's  investment
has been recovered,  the full annuity  payment will be taxable.  If the employee
should die prior to recovering his entire investment, the unrecovered investment
will be allowed as a deduction  on his final  return.  If the  employee  made no
contributions  that were  taxable  when made,  the full  amount of each  annuity
payment is taxable to him as ordinary income.

   A "lump-sum" distribution from a retirement plan qualified under Code Section
401 is eligible for favorable tax treatment. A "lump-sum" distribution means the
distribution  within  one  taxable  year of the  balance  to the  credit  of the
employee which becomes  payable:  (i) on account of the employee's  death,  (ii)
after the  employee  attains  age 59 1/2,  (iii) on  account  of the  employee's
termination  of employment  (in the case of a common law employee  only) or (iv)
after the employee has become  disabled (in the case of a  self-employed  person
only).

   As a general  rule,  a lump-sum  distribution  is fully  taxable as  ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  five-year  averaging  has been  repealed  for
distributions   after  1999.)  Special  ten-year   averaging  and  capital-gains
treatment may be available to an employee who reached age 50 before 1986.

   Distributions  from a retirement plan qualified under Code Section 401 may be
eligible for a tax-free rollover to either another qualified  retirement plan or
to an individual retirement account or annuity (IRA). See "Rollovers," page 29.

   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.
Section  403(b)  annuities  are  generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401," page 28.


   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 29.


   SECTION  457.  Section 457 of the Code  permits  employees of state and local
governments  and units and  agencies of state and local  governments  as well as
tax-exempt  organizations  described in Section 501(c)(3) of the Code to defer a
portion of their  compensation  without paying current taxes if those  employees
are participants in an eligible deferred  compensation  plan. A Section 457 plan
may permit the purchase of Contracts to provide benefits thereunder.

   Although a participant under a Section 457 plan may be permitted to direct or
choose methods of investment in the case of a tax-exempt  employer sponsor,  all
amounts  deferred  under the plan,  and any income  thereon,  remain  solely the
property of the  employer  and  subject to the claims of its  general  creditors
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government employer must be held in trust (or a custodial account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  A Section 457 plan must not permit
the distribution of a participant's  benefits until the participant  attains age
70 1/2, terminates employment or incurs an "unforeseeable emergency."

   Section 457 plans are generally subject to minimum distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the  Code.  See  "Section  401,"  page  28.  Since  under  a  Section  457  plan
contributions are generally  excludable from the taxable income of the employee,
the full amount received will usually be taxable as ordinary income when annuity
payments commence or other distributions are made.  Distributions from a Section
457 plan are not eligible for tax-free rollovers.

   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 401
plan or 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  401 plan,  an  "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to 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  401 plan and 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.

   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 percent of the taxable  portion of the  distribution.
The 10 percent 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 10
percent penalty tax is generally not applicable to distributions  from a Section
457 plan.

   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 percent tax on the amount that was not properly distributed.

   EXCESS DISTRIBUTION/ACCUMULATION TAX. The penalty tax of 15 percent which was
imposed (in addition to any ordinary income tax) on large plan distributions and
the  "excess  retirement  accumulations"  of an  individual  has  been  repealed
effective January 1, 1997.

   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 fewer than ten years)  from a  Qualified  Plan (other than a Section
457 plan) are generally  subject to mandatory 20 percent income tax withholding.
However,  no withholding is imposed if the distribution is transferred  directly
to another eligible Qualified Plan.


   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  Participant considering purchase of a Contract in connection with a
Qualified  Plan should first  consult a qualified and competent tax adviser with
regard to the  suitability  of the  Contract  as an  investment  vehicle for the
Qualified Plan.

OTHER INFORMATION

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

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

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

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

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

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

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

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

CHANGES TO COMPLY WITH LAW AND  AMENDMENTS  --  Security  Benefit  reserves  the
right, without the consent of the Owner or Participant,  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  Participants  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.  In addition, upon 30
days  notice to the  Owner,  Security  Benefit  may make  other  changes  to the
Contract that will apply only to individuals who become  Participants  after the
effective date of the change.


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


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

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

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

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

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

PERFORMANCE INFORMATION

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

   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),  will reflect the
deduction of the  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  September 1,
1998, the underlying  investment vehicle of the Separate Account,  SBL Fund, has
been  in  existence  since  May  26,  1977.  Performance   information  for  the
Subaccounts  may also include  quotations of total return for periods  beginning
prior to the  availability of the Contracts that  incorporate the performance of
SBL Fund.


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

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

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

ADDITIONAL INFORMATION

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


FINANCIAL  STATEMENTS -- Consolidated  financial  statements of Security Benefit
Life Insurance Company and  Subsidiaries,  at December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, and the financial
statements of the Separate  Account at December 31, 1999 and for each of the two
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

The Contract...............................................................   3
   Valuation of Accumulation Units.........................................   3
   Computation of Variable Annuity Payments................................   3
   Illustration ...........................................................   3
   Variation in Charges....................................................   4
   Termination of Contract.................................................   4
   Group Contracts.........................................................   4
Performance Information....................................................   4
Limits on Purchase Payments Paid Under Tax-Qualified Retirements Plans.....   7
   Section 401.............................................................   7
   Section 403(b)..........................................................   7
   Section 457.............................................................   7
Assignment.................................................................   7
Distribution of Contracts..................................................   7
Safekeeping of Variflex Account Assets.....................................   8
State Regulation...........................................................   8
Records and Reports........................................................   8
Legal Matters..............................................................   8
Experts....................................................................   8
Other Information..........................................................   8
Financial Statements.......................................................   8
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001




                                   VARIFLEX ES
                           VARIABLE ANNUITY CONTRACTS




STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 2000
RELATING TO THE PROSPECTUS DATED, May 1, 2000,

AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(785) 431-3112
(800) 888-2461
- --------------------------------------------------------------------------------
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

                                   VARIFLEX ES
                           VARIABLE ANNUITY CONTRACTS

                                  STATEMENT OF
                             ADDITIONAL INFORMATION


                                   May 1, 2000

This Statement of Additional  Information expands upon subjects discussed in the
current   Prospectus  for  the  Variflex  ES  Variable  Annuity  Contracts  (the
"Contract")  offered by  Security  Benefit  Life  Insurance  Company  ("Security
Benefit").  You may  obtain a copy of the  Prospectus  dated,  May 1,  2000,  by
calling (785) 431-3112,  or writing to Security Benefit Life Insurance  Company,
700 SW Harrison, Topeka, Kansas 66636-0001. Terms used in the current Prospectus
for the Contract are incorporated in this Statement.


THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

                                TABLE OF CONTENTS

                                                                            Page

The Contract...............................................................   3
   Valuation of Accumulation Units.........................................   3
   Computation of Variable Annuity Payments................................   3
   Illustration............................................................   3
   Variations in Charges...................................................   4
   Termination of Contract.................................................   4
   Group Contracts.........................................................   4
Performance Information....................................................   4
Limits on Purchase Payments Paid UnderTax-Qualified Retirement Plans.......   7
   Section 401.............................................................   7
   Section 403(b)..........................................................   7
   Section 457.............................................................   7
Assignment.................................................................   7
Distribution of the Contracts..............................................   7
Safekeeping of Variflex Account Assets.....................................   8
State Regulation...........................................................   8
Records and Reports........................................................   8
Legal Matters..............................................................   8
Experts....................................................................   8
Other Information..........................................................   8
Financial Statements.......................................................   8

<PAGE>
THE CONTRACT

The  following  provides   additional   information  about  the  Contract  which
supplements  the  description  in the Prospectus and which may be of interest to
some Contractowners.

VALUATION OF  ACCUMULATION  UNITS -- The  objective of a Variable  Annuity is to
provide level payments  during periods when the market is relatively  stable and
to reflect as increased  payments only the excess  investment  results following
from inflation or an increase in productivity.

The Accumulation  Unit value for a Subaccount on any day is equal to (a) divided
by (b),  where (a) is the net asset value of the  underlying  Fund shares of the
Subaccount  less  the  Mortality  and  Expense  Risk Fee and any  deduction  for
provision for federal income taxes and (b) is the number of  Accumulation  Units
of that Subaccount at the beginning of that day.

The value of a Contract on any Valuation Date during the Accumulation Period can
be  determined by  multiplying  the total number of  Accumulation  Units of each
Subaccount   within  Variflex   credited  to  the  Contract  by  the  applicable
Accumulation Unit value of each such Subaccount. During the Accumulation Period,
all cash dividends and other cash distributions made to each Variflex Subaccount
will be reinvested in additional shares of the appropriate series of SBL Fund.

COMPUTATION OF VARIABLE ANNUITY PAYMENTS --


DETERMINATION OF AMOUNT OF FIRST ANNUITY PAYMENT. For Annuities under options 1,
2, 3, and 4, the Contracts  specify  tables  indicating the dollar amount of the
first  monthly  payment  under each  optional  form of Annuity  for each  $1,000
applied.  The total first monthly  annuity  payment is determined by multiplying
the value of the Contract or  Participant's  Individual  Account  (expressed  in
thousands of dollars) by the amount of the first  monthly  payment per $1,000 of
value, in accordance with the tables specified in the Contract. The value of the
Contract or Participant's Individual Account for the purpose of establishing the
first  periodic  payment  under  options 1, 2, 3, 4 or similar  life  contingent
payment  options  mutually  agreed  upon is equal to the number of  Accumulation
Units applied to the option times the Accumulation  Unit value at the end of the
date the first annuity  payment is made. For Annuities  under options 5, 6, 7, 8
or other mutually agreed upon non-life contingent payment options,  the value of
the Contract or  Participant's  Individual  Account for the purpose of the first
and subsequent  periodic payments is based on the Accumulation Unit value at the
end of the day the annuity payment is made.

AMOUNT OF THE SECOND AND SUBSEQUENT  ANNUITY  PAYMENTS.  For Variable  Annuities
under  options 1, 2, 3 and 4, the amount of the first  monthly  annuity  payment
determined as described  above is divided by the applicable  value of an Annuity
Unit (see below) for the day in which the  payment is due in order to  determine
the number of Annuity Units  represented  by the first  payment.  This number of
Annuity  Units  remains  fixed  during the  Annuity  period and each  subsequent
payment  period.  The dollar  amount of the  annuity  payment is  determined  by
multiplying  the fixed number of Annuity Units by the Annuity Unit value for the
day the payment is due.


ANNUITY UNIT. The value of an Annuity Unit of each Subaccount originally was set
at $1.00.  The value of an Annuity Unit for any  subsequent day is determined by
multiplying  the value for the  immediately  preceding day by the product of (a)
the Net  Investment  Factor for the day for which the value is being  calculated
and (b) .9999057540,  the interest neutralization factor (the factor required to
neutralize  the assumed  investment  rate of 3 1/2% built into the annuity rates
contained in the  Contract).  The Net  Investment  Factor of any  Subaccount  is
determined  by  subtracting  0.00003307502,  the Mortality and Expense Risk Fee,
from the ratio of (a) to (b) where (a) is the value of a share of the underlying
series  of SBL  Fund at the end of the day plus the  value of any  dividends  or
other  distributions  attributable  to such  share  during a day and  minus  any
applicable income tax liabilities as determined by Security Benefit,  and (b) is
the  value of a share  of the  underlying  series  of SBL Fund at the end of the
previous day.

The formula for daily valuation of annuity units is set forth below:

                             Dollar Amount of
                            First Monthly Payment
Number of Annuity  Units = -----------------------------
                            Annuity Unit Value for Day
                            on Which First Payment is Due


                 Value of           Net Investment
  Annuity   = Annuity Unit for  x Factor for the Day  x  0.9999057540
Unit Value    Preceding Day


              Value of a           Dividends or Other
              Series Share*       Distributions During
   Net        at End of Day   +     Day Per Share
Investment =  ----------------------------------------   - 0.00003307502
 Factor               Value of a Series Share*
                     at End of the Previous Day


   Dollar Amount of       Number of       Annuity Unit Value
Second and Subsequent =  Annuity Units x   for Day on Which
   Annuity Payments                        Payment is Due

*A share of the underlying series of SBL Fund.

ILLUSTRATION  -- The Annuity Unit and the Annuity  payment may be illustrated by
the  following  hypothetical  example:   Assume  an  annuitant  at  the  Annuity
Commencement Date has credited to his Contract 4,000 Accumulation Units and that
the value of an Accumulation  Unit at the end of the Annuity  Commencement  Date
was $5.13,  producing  a total value for the  contract  of $20,520.  Any premium
taxes due would  reduce the total  value of the  Contract  that could be applied
towards the  Annuity;  however,  in this  illustration  it is assumed no premium
taxes are applicable.  Assume also the Annuitant  elects an option for which the
annuity table in the Contract  indicates the first monthly  payment is $6.40 per
$1,000 of value  applied;  the resulting  first monthly  payment would be 20.520
multiplied by $6.40, or $131.33.

Assume the Annuity Unit value for the day on which the first payment was due was
$1.0589108749. When this is divided into the first monthly payment the number of
Annuity Units  represented by that payment is  124.0236578101.  The value of the
same number of Annuity Units will be paid in each subsequent month.

Assume  further the value of a Subaccount  share was $5.15 at the end of the day
preceding the date of the second annuity  payment,  that it was $5.17 at the end
of the due date of the second Annuity  payment and that there was no cash income
during  such  second  day.  The Net  Investment  Factor for that  second day was
1.0038504201  ($5.17  divided by $5.15  minus  .00003307502).  Multiplying  this
factor by 0.9999057540 to neutralize the assumed investment rate (the 3 1/2% per
annum built into the number of Annuity  Units as  determined  above)  produces a
result of  1.0037558112.  The  Annuity  Unit value for the  valuation  period is
therefore $1.0639727127, which is 1.0037558112 x $1.0599915854 (the value at the
beginning of the day).

The current  monthly  payment is then  determined by  multiplying  the number of
Annuity  Units by the  current  Annuity  Unit  value,  or  124.0236578101  times
$1.0639727127, which produces a current monthly payment of $131.96.


VARIATIONS IN CHARGES -- The contingent deferred sales charges and Mortality and
Expense  Risk Fee may be reduced or waived for sales of  Variflex  ES  Contracts
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 the amounts of
projected purchase payments,  or because the Contract is sold in connection with
a group or  sponsored  arrangement.  Security  Benefit will only reduce or waive
such  charges  where  expenses  associated  with the sale of the Contract or the
costs associated with administering and maintaining the Contract are reduced.


Directors,  officers and bona fide  full-time  employees of Security  Management
Company,  LLC, Security Benefit Life Insurance Company,  Security Benefit Group,
Inc.,  SBL Fund,  or Security  Distributors,  Inc.;  the spouses,  grandparents,
parents,  children,  grandchildren and siblings of such directors,  officers and
employees and their spouses; any trust, pension, profit-sharing or other benefit
plan  established  by any of the foregoing  corporations  for persons  described
above; and salespersons  (and their spouses and minor children) who are licensed
with  Security  Benefit to sell  variable  annuities  are  permitted to purchase
contracts with substantial  reduction of the contingent  deferred sales charges.
Contracts so purchased  are for  investment  purposes only and may not be resold
except to Security Benefit. No sales commission will be paid on such contracts.


TERMINATION OF CONTRACT -- Security Benefit reserves the right to terminate your
Contract during the  accumulation  period if Contract Value is less than $2,000.
Termination  of a Variflex ES Contract may have adverse tax  consequences.  (See
the  Prospectus  at "Full and Partial  Withdrawals,"  page 16, and  "Federal Tax
Matters," page 25.)

GROUP  CONTRACTS  -- In the case of Group  Allocated  Variflex ES  Contracts,  a
master group contract is issued to the employer or other organization, or to the
trustee,  who is  the  Contractowner.  The  master  group  contract  covers  all
Participants.  Where funds are allocated to a Participant's  Individual Account,
each participant  receives a certificate  which summarizes the provisions of the
master group contract and evidences participation in the Plan established by the
organization.


PERFORMANCE INFORMATION

Performance information for the Subaccounts of the Variflex Separate Account may
appear in  advertisements,  sales  literature  or reports to  Contractowners  or
prospective  purchasers.  Performance  information  in  advertisements  or sales
literature  may be  expressed as yield and  effective  yield of the Money Market
Subaccount, and average annual total return and total return of all Subaccounts.
Current yield for the Money Market Subaccount will be based on the change in the
value  of a  hypothetical  investment  (exclusive  of  capital  changes)  over a
particular  seven-day period, less a hypothetical  charge reflecting  deductions
from Contractowner accounts 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 hundredth of 1%.
"Effective  yield" for the Money Market  Subaccount  assumes 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  calculation  of
yield,  which is then annualized to reflect weekly  compounding  pursuant to the
following formula:

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


For the seven-day  period ended December 31, 1999, the yield of the Money Market
Subaccount was 4.50% and the effective yield of the Subaccount was 4.60%.

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


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

where    a =  net investment income  earned during  the period  by the series of
              the 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.


For the 30-day  period ended  December 31, 1999,  the yield for the  Diversified
Income Subaccount was 7.67%.


Quotations  of average  annual total return for any  Subaccount  of the Separate
Account  will be  expressed in terms of the average  annual  compounded  rate of
return of a hypothetical  investment in the Subaccount over certain periods that
will  include  periods of 1, 5 and 10 years (up to the life of 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).  Such total
return figures reflect the deduction of the applicable contingent deferred sales
charge  and other  recurring  Variflex  fees and  charges  on an  annual  basis,
including  charges for  Mortality  and  Expense  Risk Fee of the account and the
annual administrative fee, although other quotations may be simultaneously given
that do not  assume a  surrender  and do not take into  account  deduction  of a
contingent deferred sales charge and the annual administrative fee.


For the 1-, 5- and 10-year  periods ended  December 31, 1999, the average annual
total return for each Subaccount was the following:


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
                                                       AVERAGE ANNUAL RETURN                 AVERAGE ANNUAL RETURN (WITHOUT
                                                  (WITH CONTINGENT DEFERRED SALES               CONTINGENT DEFERRED SALES
                                                  CHARGE AND ADMINISTRATIVE FEE)             CHARGE AND ADMINISTRATIVE FEE)
                                                 ----------------------------------         ----------------------------------
                                                 1 YEAR       5 YEARS      10 YEARS         1 YEAR       5 YEARS      10 YEARS
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>            <C>            <C>          <C>           <C>
Equity Subaccount ...........................     1.05%       18.91%(1)      ---             7.05%       22.67%        14.97%
Large Cap Value Subaccount ..................    (5.16)%       6.53%(1)      ---             0.81%       15.11%        11.07%
Global Subaccount ...........................    46.16%       52.02%(1)      ---            52.16%       19.41%        14.15%(5)
Diversified Income Subaccount ...............   (10.44)%      (7.45)%(1)     ---            (4.75)%       5.02%         5.50%
Enhanced Index Subaccount ...................     6.11%(8)      ---          ---            11.60%(8)      ---          ---
International Subaccount ....................    23.60%(8)      ---          ---            29.10%(8)      ---          ---
Mid Cap Growth Subaccount ...................    54.26%       75.16%(1)      ---            60.26%       25.11%        19.66%(2)
Global Strategic Income Subaccount ..........    (5.78)%       1.22%(1)      ---             0.15%        6.54%(3)      ---
Global Total Return Subaccount ..............     6.84%       15.59%(1)      ---            12.84%       10.49%(3)      ---
Managed Asset Allocation Subaccount .........     2.62%       12.62%(1)      ---             8.62%       13.22%(3)      ---
Equity Income Subaccount ....................    (3.94)%       8.66%(1)      ---             2.06%       15.35%(3)      ---
High Yield Subaccount .......................    (5.62)%      (2.22)%(1)     ---             0.32%        6.79%(4)      ---
Social Awareness Subaccount .................    10.05%       31.51%(1)      ---            16.05%       22.16%        15.38%(5)
Mid Cap Value Subaccount ....................    11.74%       28.58%(1)      ---            17.74%       23.91%(6)      ---
Small Cap Growth Subaccount .................    79.23%       86.27%(1)      ---            85.23%       35.45%(7)      ---
Select 25 Subaccount ........................    17.40%(8)      ---          ---            22.90%(8)      ---          ---
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
1.  From September 10, 1998 (date of inception of ES Contract) to December 31, 1999.
2.  From October 1, 1992 (date of inception of underlying Fund) to December 31, 1999.
3.  From June 1, 1995 (date of inception of underlying Fund) to December 31, 1999.
4.  From August 5, 1996 (date of inception of underlying Fund) to December 31, 1999.
5.  From May 1, 1991 (date of inception of underlying Fund) to December 31, 1999.
6.  From May 1, 1997 (date of inception of underlying Fund) to December 31, 1999.
7.  From October 15, 1997 (date of inception of underlying Fund) to December 31, 1999.
8.  From May 3, 1999 (date of inception of underlying Fund) to December 31, 1999.
</FN>
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>


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 annual
administrative  fee and the applicable  contingent  deferred  sales charge.  The
total return figures set forth below would be lower if the annual administrative
fee and contingent deferred sales charge were deducted.

For the  fiscal  years  ended  1990  through  1999,  the total  return  for each
Subaccount was the following:


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                      1999      1998     1997      1996      1995      1994      1993     1992      1991      1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>      <C>      <C>
Equity Subaccount .................   7.05%    24.15%    27.43%   21.45%    35.13%    (2.62)%   12.57%    10.05%   34.72%   (10.72)%
Large Cap Value Subaccount ........   0.81%     6.49%    25.23%   17.06%    28.48%    (3.95)%    8.52%     5.18%   36.42%    (5.41)%
Global Subaccount .................  52.16%    18.92%     5.39%   16.29%     9.53%     1.72%    30.32%    (3.59)%   3.24%(1)  ---
Diversified Income Subaccount .....  (4.75)%    6.94%     8.93%   (1.72)%   17.12%    (7.85)%   11.50%     6.37%   15.80%     5.61%
Enhanced Index Subaccount .........  11.60%(8)  ---       ---      ---       ---       ---       ---       ---      ---       ---
International Subaccount ..........  29.10%(8)  ---       ---      ---       ---       ---       ---       ---      ---       ---
Mid Cap Growth Subaccount .........  60.26%    16.76%    18.75%   16.86%    18.02%    (6.04)%   12.52%    24.46%(2) ---       ---
Global Strategic Income Subaccount.   0.15%     5.82%     4.32%   12.55%     6.88%(3)  ---       ---       ---      ---       ---
Global Total Return Subaccount ....  12.84%    11.55%     5.10%   13.09%     6.37%(3)  ---       ---       ---      ---       ---
Managed Asset Allocation Subaccount   8.62%    17.28%    17.25%   11.66%     6.57%(3)  ---       ---       ---      ---       ---
Equity Income Subaccount ..........   2.06%     7.98%    27.12%   18.83%    16.21%(3)  ---       ---       ---      ---       ---
High Yield Subaccount .............   0.32%     4.79%    12.16%    6.17%(4)  ---       ---       ---       ---      ---       ---
Social Awareness Subaccount .......  16.05%    30.12%    21.43%   17.63%    26.24%    (4.77)%   10.77%    15.23%    4.84%(5)  ---
Mid Cap Value Subaccount ..........  17.74%    15.41%    30.42%(6) ---       ---       ---       ---       ---      ---       ---
Small Cap Growth Subaccount .......  85.23%    10.46%    (4.40)%(7)---       ---       ---       ---       ---      ---       ---
Select 25 Subaccount ..............  22.90%(8)  ---       ---      ---       ---       ---       ---       ---      ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
1.  On May 1, 1991 the Global  Subaccount  changed its investment  objective  from high current  income to long-term  capital growth
    through  investment in common stocks and  equivalents of companies  domiciled in foreign  countries and the United  States.  The
    performance information set forth above reflects performance after the change in investment objective.
2.  From October 1, 1992 to December 31, 1992.
3.  From June 1, 1995 to December 31, 1995.
4.  From August 5, 1996 to December 31, 1996.
5.  From May 1, 1991 to December 31, 1991.
6.  From May 1, 1997 to December 31, 1997.
7.  From October 15, 1997 to December 31, 1997.
8.  From May 3, 1999 to December 31, 1999.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Although  Variflex ES Contracts were not available for purchase until  September
1, 1998, the underlying  investment  vehicle of Variflex,  SBL Fund, has been in
existence  since May 26,  1977.  Performance  information  for Variflex may also
include  quotations of average annual total return and total return for periods,
beginning prior to the  availability of Variflex ES contracts,  that incorporate
the  performance of SBL Fund.  Any quotation of  performance  that pre-dates the
date of inception of the Variflex Separate Account (or a Subaccount  thereof, as
applicable)  will be accompanied  by average annual total return  reflecting the
deduction of the applicable  contingent deferred sales charge and other Variflex
fees and  charges  since  the  date of  inception  of the  Separate  Account  or
Subaccount, as applicable.


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"), or other unmanaged indices so that
investors  may compare a  Subaccount  results with those of a group of unmanaged
securities  widely  regarded by investors as  representative  of the  securities
markets in general;  (ii) other groups of 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, tracked by
The Variable Annuity Research and Data Service ("VARDS"), an independent service
which  monitors  and  ranks the  performance  of  variable  annuity  issuers  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 Variable Account. Unmanaged indices may assume the reinvestment of dividends
but generally do not reflect  deductions for administrative and management costs
and expenses.  Such investment  company rating  services  include the following:
Lipper Analytical Services; VARDS;  Morningstar,  Inc.; Investment Company Data;
Schabacker  Investment  Management;  Wiesenberger  Investment Companies Service;
Computer Directions Advisory (CDA); and Johnson's Charts.

Performance  information  for any Subaccount  reflects only the performance of a
hypothetical  investment in the Subaccount  during the 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 portfolio of the  Subaccount  of the Fund in which the  Subaccount of the
Separate  Account  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.

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401 -- The applicable  annual limits on purchase payments for a Contract
used in connection with a retirement plan that is qualified under Section 401 of
the Internal Revenue Code depend upon the type of plan. Total purchase  payments
on behalf of a participant to all defined  contribution  plans  maintained by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

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 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  457 --  Contributions  on behalf of an  employee  to a Section 457 plan
generally  are  limited  to the  lesser  of (i)  $8,000  or  (ii) 33 1/3% of the
employee's includable compensation. The current $8,000 limit will be indexed for
inflation (in $500  increments) for tax years beginning after December 31, 1996;
thus, the dollar limit is adjusted only when the sum of the inflation adjustment
equals to or exceeds $500. If the employee participates in more than one Section
457 plan, the $8,000 limit applies to  contributions  to all such programs.  The
$8,000 limit is reduced by the amount of any salary  reduction  contribution the
employee makes to a 403(b) annuity,  an IRA or a retirement plan qualified under
Section 401. The Section 457 limit may be increased  during the last three years
ending before the employee reaches his or her normal  retirement age. In each of
these last three years,  the plan may permit a "catch-up"  amount in addition to
the regular  amount to be  deferred.  The maximum  combined  amount which may be
deferred in each of these three years is $15,000  reduced by any amount excluded
from the  employee's  income for the taxable year as a  contribution  to another
plan.

ASSIGNMENT


Variflex ES Contracts may be assigned by the Contractowner except when issued to
plans or trusts  qualified  under Section 403(b) or 408 of the Internal  Revenue
Code or the plans of  self-employed  individuals  (either under the HR-10 Act or
later acts).


DISTRIBUTION OF THE CONTRACTS


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

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

The  compensation  payable by SDI under these  arrangements may vary, but is not
expected to exceed in the aggregate 9% of purchase payments.


SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS


All assets of  Variflex  are held in the  custody  and  safekeeping  of Security
Benefit.  Additional protection for such assets is offered by Security Benefit's
blanket fidelity bond presently  covering all officers and employees for a total
of $8,000,000.


STATE REGULATION

As a life insurance company organized under the laws of Kansas, Security Benefit
(including  Variflex) is subject to regulation by the  Commissioner of Insurance
of  the  State  of  Kansas.  An  annual  statement  is  filed  with  the  Kansas
Commissioner of Insurance on or before March 1 each year covering the operations
of Security  Benefit for the prior year and its financial  condition on December
31 of that year.  Security  Benefit is subject to a complete  examination of its
operations, including an examination of the liabilities and reserves of Security
Benefit and  Variflex,  by the Kansas  Commissioner  of Insurance  whenever such
examination  is  deemed  necessary  by the  Commissioner.  Such  regulation  and
examination  does  not,  however,  involve  any  supervision  of the  investment
policies applicable to Variflex.

In addition,  Security  Benefit is subject to insurance laws and  regulations of
the  other  jurisdictions  in which it is or may  become  licensed  to  operate.
Generally,  the insurance  department of any such other jurisdiction applies the
laws of the state of domicile in determining permissible investments.

RECORDS AND REPORTS

Reports  concerning  each Contract will be sent annually to each  Contractowner.
Contractowners   will  additionally   receive  annual  and  semiannual   reports
concerning SBL Fund and annual reports concerning Variflex.  Contractowners will
also receive  confirmations  of receipt of payments,  changes in  allocation  of
payments and  conversion  of variable  Accumulation  Units and variable  Annuity
Units.

LEGAL MATTERS

Matters of Kansas law  pertaining  to the validity of the  Contracts,  including
Security  Benefit's right to issue the Contracts under Kansas  insurance law and
its qualification to do so under applicable regulations issued thereunder,  have
been passed upon by Amy J. Lee, Associate General Counsel of Security Benefit.

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, and the financial  statements of Variflex
at December 31, 1999, and for each of the two 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 report given upon the authority of such firm as experts in  accounting  and
auditing.


OTHER INFORMATION


There has been  filed with the SEC,  Washington,  DC, a  Registration  Statement
under the  Securities  Act of 1933, as amended,  with respect to the Variflex ES
Contracts  and  under  the  Investment  Company  Act of 1940,  with  respect  to
Variflex. Statements in this Prospectus relating to Variflex and the Variflex ES
Contracts are summaries only. For further information,  reference is made to the
Registration  Statements and the exhibits filed as parts thereof.  Copies of the
Variflex ES Contracts  also will be on file with the Insurance  Commissioner  of
each state in which Security Benefit is authorized to issue such Contracts.


There has also been filed with the SEC a Registration  Statement with respect to
SBL  Fund.  Further  information  about  the  Fund  may be  obtained  from  such
Registration Statement.

FINANCIAL STATEMENTS


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,  and the  financial  statements  of the
Separate  Account at  December  31,  1999,  and for each of the two years in the
period ended December 31, 1999, are set forth herein, starting on page 10.


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 the Company
to meet its  obligations  under the Contracts.  They should not be considered as
bearing  on the  investment  performance  of the  assets  held  in the  Separate
Account.
<PAGE>
                                     PART C
                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

          a. Financial Statements

          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 are
          incorporated  herein by reference to the  financial  statements  filed
          with  SBL  Variable  Annuity  Account  VIII  (Variflex  Extra  Credit)
          Pre-Effective  Amendment  No. 1 under the  Securities  Act of 1933 and
          Amendment  No.  14  under  the  Investment  Company  Act  of  1940  to
          Registration Statement No. 333-93947 (filed March 29, 2000).

          The financial statements for the Variflex Separate Account at December
          31,  1999 and for each of the two years in the period  ended  December
          31,  1999  are  incorporated  herein  by  reference  to the  financial
          statements  filed  with the  Variflex  Separate  Account's  (Variflex)
          Post-Effective  Amendment No. 23 under the  Securities Act of 1933 and
          Amendment  No.  22  under  the  Investment  Company  Act  of  1940  to
          Registration Statement No. 2-89328 (filed May 1, 2000).

          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) SBL Variable Products Broker/Dealer Sales Agreement(d)
                  (c) SBL Variable Products Commission Schedule(d)
                  (d) Marketing    Organization    Agreement   and    Commission
                      Schedule(e)
              (4) (a) Group Allocated Contract (GV6322 8-98)(c)
                  (b) Group Allocated Contract-Unisex (GV6322 8-98U)(c)
                  (c) Group Certificate (GVC6322 8-98)(c)
                  (d) Group Certificate-Unisex (GVC6322 8-98U)(c)
                  (e) Loan Provision Certificate (Form GV6821 L-4 1-97)(a)
                  (f) Tax-Sheltered Annuity Endorsement (Form 6832A R9-96)(a)
                  (g) Roth IRA Endorsement (V6851 10-97)(c)
                  (h) Section 457 Endorsement (V6054 1-98)(c)
              (5) (a) Group Enrollment (Form GV7592 9-98)
                  (b) Group Enrollment (Form GV7592-1 1-99)
              (6) (a) Composite of Articles of Incorporation of SBL(b)
                  (b) Bylaws of SBL(b)
              (7) Not Applicable
              (8) Not Applicable
              (9) Opinion of Counsel
             (10) Consent of Independent Auditors
             (11) Not Applicable
             (12) Not Applicable
             (13) Schedules of Computation of Performance
             (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.,  Robert C.
                  Wheeler, and Frank C. Sabatini

(a) Incorporated herein by reference to the exhibits filed with the Registrant's
    Initial Registration Statement No. 333-36529 (filed September 26, 1997).

(b) Incorporated  herein by reference  to the  exhibits  filed with the Variflex
    Separate Account 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).

(c) Incorporated herein by reference to the exhibits filed with the Registrant'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. 333-36529 (filed August 31, 1998).

(d) Incorporated herein by reference to the exhibits filed with the Registrant'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 No. 333-36529 (filed April 29, 1999).

(e) Incorporated  herein by reference  to the  exhibits  filed with the Variflex
    Separate Account Post-Effective Amendment No. 23 under the Securities Act of
    1933 and  Amendment  No.  22 under  the  Investment  Company  Act of 1940 to
    Registration Statement No. 2-89328 (filed May 1, 2000).
<PAGE>
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

          NAME AND PRINCIPAL
          BUSINESS ADDRESS                POSITIONS AND OFFICES WITH DEPOSITOR

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

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

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

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

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

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

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

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

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

          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

          Richard K. Ryan*                Senior Vice President

          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

          Tom Swank*                      Senior Vice President and Chief
                                          Investment Officer

          *Located at 700 SW 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"),  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 Variflex Separate Account or SBL:

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

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

          Security Benefit Corp.                   Kansas             100%
          (Holding Company)

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

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

          Security Management Company, LLC         Kansas             100%
          (Mutual Funds Management Company)

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

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

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

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

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

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

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

                     Security Growth and Income Fund  40.0%
                     SBL Fund ......................   100%
                     Security Ultra Fund ...........  42.0%
                     Advisor's Fund ................   100%

ITEM 27.  NUMBER OF CONTRACTOWNERS

          As of April 1, 2000, there were 65 owners of Variflex ES Contracts.

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  Variflex  Separate  Account  contracts.  SDI
              receives no compensation for its  distribution  function in excess
              of the commissions it pays to selling broker/dealers. SDI performs
              similar  functions for SBL Variable Annuity Accounts I, III, IV, X
              and XI, SBL Variable Life  Insurance  Account  Varilife,  Security
              Varilife  Separate  Account,  SBL  Variable  Annuity  Account VIII
              (Variflex Extra Credit,  Variflex LS and Variflex Signature),  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, Security Ultra Fund, and SBL Fund.

          (b)

              NAME AND PRINCIPAL                     POSITION AND OFFICES
              BUSINESS ADDRESS*                      WITH UNDERWRITER

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

              *700 SW 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  under  it 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 Variflex
              Separate  Account  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) 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.

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

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement to be signed on its behalf,  in the City of Topeka,  and
State of Kansas on this 24th day of April, 2000.

SIGNATURES AND TITLES

Howard R. Fricke                SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman of the       (The Depositor)
Board and Chief Executive
Officer
                                By:  ROGER K. VIOLA
                                     -------------------------------------------
Kris A. Robbins                      Roger K. Viola, Senior Vice President,
Director, President and              General Counsel and Secretary as Attorney-
Chief Operating Officer              In-Fact for the Officers and Directors
                                     Whose Names Appear Opposite

Sister Loretto Marie Colwell
Director                        VARIFLEX SEPARATE ACCOUNT
                                (Variflex Educator Series)(The Registrant)

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

John C. Dicus
Director                        By:  HOWARD R. FRICKE
                                     -------------------------------------------
                                     Howard R. Fricke, Chairman of the Board and
Steven J. Douglass                   Chief Executive Officer
Director

                                By:  DONALD J. SCHEPKER
John E. Hayes, Jr.                   -------------------------------------------
Director                             Donald J. Schepker, Senior Vice President,
                                     Chief Financial Officer and Treasurer

Frank C. Sabatini
Director                        (ATTEST): ROGER K. VIOLA
                                          --------------------------------------
                                          Roger K. Viola, Senior Vice President,
Robert C. Wheeler                         General Counsel and Secretary
Director

                                Date: April 24, 2000
<PAGE>
                                  EXHIBIT INDEX

 (1) None

 (2) None

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

 (4) (a) None
     (b) None
     (c) None
     (d) None
     (e) None
     (f) None
     (g) None
     (h) None

 (5) (a) Group Enrollment (Form GV7592 9-98)
     (b) Group Enrollment (Form GV7592-1 1-99)

 (6) (a) None
     (b) None

 (7) None

 (8) None

 (9) Opinion of Counsel

(10) Consent of Independent Auditors

(11) None

(12) None

(13) Schedules of Computation of Performance

(14) Powers of Attorney


<PAGE>
[SBL LOGO]
Security Benefit Life Insurance Company
- --------------------------------------------------------------------------------
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001

                               ENROLLMENT FORM
- --------------------------------------------------------------------------------
1.  OWNER (EMPLOYER)
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
    Group Contract Number_______________________________________________________
- --------------------------------------------------------------------------------
2.  ALLOCATION OF PURCHASE PAYMENTS
    Small Cap Growth         _____%         Large Cap Growth              _____%
    Small Cap Value          _____%         Equity                        _____%
    Technology               _____%         Main Street Growth & Income   _____%
    International            _____%         Large Cap Value               _____%
    Global                   _____%         Global Total Return           _____%
    Mid Cap Growth           _____%         Equity Income                 _____%
    Mid Cap Value            _____%         Managed Asset Allocation      _____%
    Social Awareness         _____%         Global Strategic Income       _____%
    Select 25                _____%         High Yield                    _____%
    Capital Growth           _____%         Diversified Income            _____%
    Enhanced Index           _____%         Money Market                  _____%
                                            General Account               _____%
                                                                            100%
- --------------------------------------------------------------------------------
3.  PARTICIPANT
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Sex M |_|  F |_| Date of Birth _____________________________________________
    Tax I.D. or SSN ____________________________________________________________
- --------------------------------------------------------------------------------
4.  PRIMARY BENEFICIARY
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
- --------------------------------------------------------------------------------
5.  CONTINGENT BENEFICIARY
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
- --------------------------------------------------------------------------------
6.  TYPE OF ANNUITY CONTRACT
    (CHECK ONE BOX BELOW)

    |_| 403(b)(TSA)            |_| 401(a) (Qual. Pension/Profit Sharing)
    |_| 457 (Def.Comp.)        |_| 401(k) (Qual. Savings Plan)

    Type of Plan:
    ____________________________________________________________________________
    ____________________________________________________________________________
- --------------------------------------------------------------------------------
7.  TYPE OF GROUP CONTRACT

    A.  Control of the Contract will be vested in:
        |_| Owner    |_| Participant    |_| Other ______________________________

    B.  Will purchase payments be allocated to participant certificates?
        |_| Yes    |_| No
- --------------------------------------------------------------------------------
8.  EMPLOYER INFORMATION:
    Employer Name_______________________________________________________________
    Type of Organization (e.g. public school system)
    ____________________________________________________________________________
    Employer Address____________________________________________________________
    Billing Statement Address__________________________________________________
    Amount of Purchase Payments to be made:  $__________________________________
    Frequency:  ____________________ times per year
    Beginning Date______________________________________________________________
    Will Employer make contributions?  |_| Yes    |_| No
- --------------------------------------------------------------------------------
9.  Will this annuity replace or change any other insurance or annuity?
    |_| Yes    |_| No

    If yes, state company(ies), contract number(s)______________________________
    Type of contract____________________________________________________________

    If 1035 exchange or other transfer of assets,  attach:  (1) exchange form(s)
    or letter(s); and (2) replacement form(s) if applicable.
- --------------------------------------------------------------------------------
10. Special Instructions________________________________________________________
- --------------------------------------------------------------------------------
11. TELEPHONE TRANSFER PRIVILEGE

    SBL will make  transfers  among  accounts,  change the  allocation of future
    purchase  payments,  change the Dollar Cost Averaging option,  and/or change
    the Asset Reallocation option based on telephone instructions.

    If you DO NOT  wish to use the  telephone  privileges,  you must  check  the
    box |_|

PLEASE NOTE THAT EMPLOYERS  COMPLETING AN INITIAL APPLICATION FOR A MASTER GROUP
CONTRACT, NEED ONLY COMPLETE SECTIONS 1 AND 6 THROUGH 9.

GV7592 (9-98)                                                        15-75922-00
<PAGE>
12. |_| AUTOMATIC DOLLAR COST AVERAGING
    Please establish an automatic transfer from
    ________________________________   to  (1) _________________________________
      (Series or General Account)                 (Series or General Account)

    (Please indicate the dollar or
    percentage split if going to           (2) _________________________________
    one or more accounts)                         (Series or General Account)

    Please establish the transfer under the following option:

    Check only one:

    A.  |_| $________________ per transfer over _______________ months/years.

    B.  |_| Fixed Period _________ months/years. At the end of the Fixed Period,
            all   Contract   Value   will   have  been   transferred   from  the
            Series/General Account.

    C.  |_| Only Interest/Earnings over ___________ months/years. Earnings will
            accrue for one time period (a month or quarter)  from the  effective
            date before the first transfer occurs.

    Please make transfers:  |_| Monthly     |_| Quarterly

    I understand  that automatic  transfers from the General Account are limited
    as described in the current prospectus.
- --------------------------------------------------------------------------------
13. [ ] ASSET  REALLOCATION  REQUEST: I elect Automatic Asset Reallocation (AAR)
    among the  Accounts  outlined in Section 2. The  General  Account may not be
    used if the  reallocation  would  violate  the  Transfer  provisions  of the
    General Account as stated in the Contract.  Initial purchase payment will be
    allocated based on instructions in Section 2 starting on:

    Effective Date: _____________________ and continuing every
    [ ] 3 months [ ] 6 months [ ] 12 months thereafter
- --------------------------------------------------------------------------------
14. |_|  SECUR-O-MATIC BANK DRAFT (ATTACH VOID CHECK)

    Establish a |_| Monthly |_| Quarterly draft from my bank account on the:
                                |_| 7th   |_| 14th   |_| 21st   |_| 28th

    Amount of Draft $___________________________________________________________
    Name of Bank: ______________________   Bank Phone Number:  _________________
    Bank Address: ______________________________________________________________
                   Street             City            State            Zip Code
    Bank Account Number:_______________   Transit Routing Number:_______________

    I  authorize  SBL to make  withdrawals  from  my  checking  account  which I
    maintain at the above  listed  bank.  This  authorization  is limited to the
    payment to SBL of the amount indicated on this  application.  I authorize my
    bank to pay  and  charge  to my bank  account  any  withdrawals  made by and
    payable to SBL for this purpose. This authority is to remain in effect until
    revoked by me in writing,  and until SBL and the bank actually  receive such
    notice,  I agree  neither SBL nor the bank shall have any liability to me in
    making any such withdrawals.
- --------------------------------------------------------------------------------
I have been given a current  prospectus  that describes the contract for which I
am applying and a current  prospectus  for the fund which  underlies each Series
above. If my annuity  contract  qualifies under Section 403(b), I declare that I
know: (1) the limits on redemption imposed by Section 403(b)(11) of the Internal
Revenue  Code;  and (2) the  investment  choices  available  under my employer's
Section 403(b) plan to which I may elect to transfer my account balance.  I KNOW
THAT  ANNUITY  PAYMENTS  AND  WITHDRAWAL  VALUES,  IF  ANY,  WHEN  BASED  ON THE
INVESTMENT  EXPERIENCE  OF A  SEPARATE  ACCOUNT OF SBL ARE  VARIABLE  AND DOLLAR
AMOUNTS  ARE  NOT  GUARANTEED.  The  amount  paid  and the  application  must be
acceptable  to SBL  under its rules and  practices.  If they are,  the  contract
applied for will be effective on its Contract Date. If they are not, SBL will be
liable only for the return of the amount paid.
- --------------------------------------------------------------------------------
                    TAX IDENFICIATION NUMBER CERTIFICATION**

UNDER PENALTIES OF PERJURY I CERTIFY THAT:

1.  The number shown on this form is my correct taxpayer  identification  number
    (or I am waiting for a number to be issued to me); and

2.  I am not subject to backup withholding  because: (a) I am exempt from backup
    withholding, or (b) I have not been notified by the Internal Revenue Service
    (IRS) that I am subject  to backup  withholding  as a result of a failure to
    report all interest or  dividends,  or (c) the IRS has notified me that I am
    no longer subject to backup  withholding.  THE INTERNAL REVENUE SERVICE DOES
    NOT REQUIRE YOUR CONSENT TO ANY  PROVISIONS OF THIS DOCUMENT  OTHER THAN THE
    CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------

               Dated at ________________________________________

               this ______ day of _____________________ 20______

               _________________________________________________
                              Participant Signature

               _________________________________________________
                          Owner Signature (if required)

REPRESENTATIVE'S  STATEMENT - To the best of my knowledge,  this  application is
not  involved in  replacement  of life  insurance  or  annuities,  as defined in
applicable  Insurance  Department  Regulations,  except as  stated in  Section 9
above. I have complied with the requirements for disclosure and/or replacement.

               _________________________________________________
                       Representative Signature and Number

               _________________________________________________
               Print Representative's Full Name and Phone Number

               _________________________________________________
                          Broker/Dealer Name and Number

- --------------------------------------------------------------------------------
**CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been  notified  by IRS that you are  currently  subject  to  backup  withholding
because  of  underreporting  interest  or  dividends  on your  tax  return.  For
contributions  to an  individual  retirement  arrangement  (IRA),  and generally
payments  other than  interest and  dividends,  you are not required to sign the
Certification, but you must provide your correct TIN.
- --------------------------------------------------------------------------------
|_| CHECK THIS BOX IF YOU WOULD LIKE A STATEMENT OF ADDITIONAL INFORMATION.


<PAGE>
[SBL LOGO]
Security Benefit Life Insurance Company
- --------------------------------------------------------------------------------
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001

                               ENROLLMENT FORM
- --------------------------------------------------------------------------------
1.  OWNER (EMPLOYER)
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
    Group Contract Number_______________________________________________________
- --------------------------------------------------------------------------------
2.  ALLOCATION OF PURCHASE PAYMENTS
    Small Cap Growth         _____%         Large Cap Growth              _____%
    Small Cap Value          _____%         Equity                        _____%
    Technology               _____%         Main Street Growth & Income   _____%
    International            _____%         Large Cap Value               _____%
    Global                   _____%         Global Total Return           _____%
    Mid Cap Growth           _____%         Equity Income                 _____%
    Mid Cap Value            _____%         Managed Asset Allocation      _____%
    Social Awareness         _____%         Global Strategic Income       _____%
    Select 25                _____%         High Yield                    _____%
    Capital Growth           _____%         Diversified Income            _____%
    Enhanced Index           _____%         Money Market                  _____%
                                            General Account               _____%
                                                                            100%
- --------------------------------------------------------------------------------
3.  PARTICIPANT
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Sex M |_|  F |_| Date of Birth _____________________________________________
    Tax I.D. or SSN ____________________________________________________________
- --------------------------------------------------------------------------------
4.  PRIMARY BENEFICIARY
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
- --------------------------------------------------------------------------------
5.  CONTINGENT BENEFICIARY
    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________
- --------------------------------------------------------------------------------
6.  TYPE OF ANNUITY CONTRACT
    (CHECK ONE BOX BELOW)

    |_| 403(b)(TSA)            |_| 401(a) (Qual. Pension/Profit Sharing)
    |_| 457 (Def.Comp.)        |_| 401(k) (Qual. Savings Plan)

    Type of Plan:
    ____________________________________________________________________________
    ____________________________________________________________________________
- --------------------------------------------------------------------------------
7.  TYPE OF GROUP CONTRACT

    A.  Control of the Contract will be vested in:
        |_| Owner    |_| Participant    |_| Other ______________________________

    B.  Will purchase payments be allocated to participant certificates?
        |_| Yes    |_| No
- --------------------------------------------------------------------------------
8.  EMPLOYER INFORMATION:
    Employer Name_______________________________________________________________
    Type of Organization (e.g. public school system)
    ____________________________________________________________________________
    Employer Address____________________________________________________________
    Billing Statement Address__________________________________________________
    Amount of Purchase Payments to be made:  $__________________________________
    Frequency:  ____________________ times per year
    Beginning Date______________________________________________________________
    Will Employer make contributions?  |_| Yes    |_| No
- --------------------------------------------------------------------------------
9.  Will this annuity replace or change any other insurance or annuity?
    |_| Yes    |_| No

    If yes, state company(ies), contract number(s)______________________________
    Type of contract____________________________________________________________

    If 1035 exchange or other transfer of assets,  attach:  (1) exchange form(s)
    or letter(s); and (2) replacement form(s) if applicable.
- --------------------------------------------------------------------------------
10. Special Instructions________________________________________________________
- --------------------------------------------------------------------------------
11. TELEPHONE TRANSFER PRIVILEGE

SBL will make transfers among accounts, change the allocation of future purchase
    payments,  change the Dollar Cost Averaging option,  and/or change the Asset
    Reallocation option based on telephone  instructions.  SBL has procedures to
    confirm  that such  instructions  are genuine and will not be liable for any
    losses due to fraudulent or unauthorized  instructions  provided it complies
    with its procedures which are set forth in the variable annuity prospectus.

    If you DO NOT  wish to use the  telephone  privileges,  you must  check  the
    box |_|

PLEASE NOTE THAT EMPLOYERS  COMPLETING AN INITIAL APPLICATION FOR A MASTER GROUP
CONTRACT, NEED ONLY COMPLETE SECTIONS 1 AND 6 THROUGH 9.

GV7592-1 (1-99)                                                      15-75922-01
<PAGE>
12. |_| AUTOMATIC DOLLAR COST AVERAGING
    Please establish an automatic transfer from
    ________________________________   to  (1) _________________________________
      (Series or General Account)                 (Series or General Account)

    (Please indicate the dollar or
    percentage split if going to           (2) _________________________________
    one or more accounts)                         (Series or General Account)

    Please establish the transfer under the following option:

    Check only one:

    A.  |_| $________________ per transfer over _______________ months/years.

    B.  |_| Fixed Period _________ months/years. At the end of the Fixed Period,
            all   Contract   Value   will   have  been   transferred   from  the
            Series/General Account.

    C.  |_| Only Interest/Earnings over ___________ months/years. Earnings will
            accrue for one time period (a month or quarter)  from the  effective
            date before the first transfer occurs.

    Please make transfers:  |_| Monthly     |_| Quarterly

    I understand  that automatic  transfers from the General Account are limited
    as described in the current prospectus.
- --------------------------------------------------------------------------------

13. [ ] ASSET  REALLOCATION  REQUEST: I elect Automatic Asset Reallocation (AAR)
    among the Accounts  outlined in Section 2. The Fixed Account may not be used
    if the  reallocation  would  violate the  Transfer  provisions  of the Fixed
    Account  as  stated  in the  Contract.  Initial  purchase  payment  will  be
    allocated based on instructions in Section 2 starting on:

    Effective Date: _____________________ and continuing every
    [ ] 3 months [ ] 6 months [ ] 12 months thereafter
- --------------------------------------------------------------------------------
14. |_|  SECUR-O-MATIC BANK DRAFT (ATTACH VOID CHECK)

    Establish a |_| Monthly |_| Quarterly draft from my bank account on the:
                                |_| 7th   |_| 14th   |_| 21st   |_| 28th

    Amount of Draft $___________________________________________________________
    Name of Bank: ______________________   Bank Phone Number:  _________________
    Bank Address: ______________________________________________________________
                   Street             City            State            Zip Code
    Bank Account Number:_______________   Transit Routing Number:_______________

    I  authorize  SBL to make  withdrawals  from  my  checking  account  which I
    maintain at the above  listed  bank.  This  authorization  is limited to the
    payment to SBL of the amount indicated on this  application.  I authorize my
    bank to pay  and  charge  to my bank  account  any  withdrawals  made by and
    payable to SBL for this purpose. This authority is to remain in effect until
    revoked by me in writing,  and until SBL and the bank actually  receive such
    notice,  I agree  neither SBL nor the bank shall have any liability to me in
    making any such withdrawals.
- --------------------------------------------------------------------------------
I have been given a current  prospectus  that describes the contract for which I
am applying and a current  prospectus  for the fund which  underlies each Series
above. If my annuity  contract  qualifies under Section 403(b), I declare that I
know: (1) the limits on redemption imposed by Section 403(b)(11) of the Internal
Revenue  Code;  and (2) the  investment  choices  available  under my employer's
Section 403(b) plan to which I may elect to transfer my account balance.  I KNOW
THAT  ANNUITY  PAYMENTS  AND  WITHDRAWAL  VALUES,  IF  ANY,  WHEN  BASED  ON THE
INVESTMENT  EXPERIENCE  OF A  SEPARATE  ACCOUNT OF SBL ARE  VARIABLE  AND DOLLAR
AMOUNTS  ARE  NOT  GUARANTEED.  The  amount  paid  and the  application  must be
acceptable  to SBL  under its rules and  practices.  If they are,  the  contract
applied for will be effective on its Contract Date. If they are not, SBL will be
liable only for the return of the amount paid.
- --------------------------------------------------------------------------------
                    TAX IDENFICIATION NUMBER CERTIFICATION**

UNDER PENALTIES OF PERJURY I CERTIFY THAT:

1.  The number shown on this form is my correct taxpayer  identification  number
    (or I am waiting for a number to be issued to me); and

2.  I am not subject to backup withholding  because: (a) I am exempt from backup
    withholding, or (b) I have not been notified by the Internal Revenue Service
    (IRS) that I am subject  to backup  withholding  as a result of a failure to
    report all interest or  dividends,  or (c) the IRS has notified me that I am
    no longer subject to backup  withholding.  THE INTERNAL REVENUE SERVICE DOES
    NOT REQUIRE YOUR CONSENT TO ANY  PROVISIONS OF THIS DOCUMENT  OTHER THAN THE
    CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------

               Dated at ________________________________________

               this ______ day of _____________________ 20______

               _________________________________________________
                              Participant Signature

               _________________________________________________
                          Owner Signature (if required)

REPRESENTATIVE'S  STATEMENT - To the best of my knowledge,  this  application is
not  involved in  replacement  of life  insurance  or  annuities,  as defined in
applicable  Insurance  Department  Regulations,  except as  stated in  Section 9
above. I have complied with the requirements for disclosure and/or replacement.

               _________________________________________________
                       Representative Signature and Number

               _________________________________________________
               Print Representative's Full Name and Phone Number

               _________________________________________________
                          Broker/Dealer Name and Number

- --------------------------------------------------------------------------------
**CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been  notified  by IRS that you are  currently  subject  to  backup  withholding
because  of  underreporting  interest  or  dividends  on your  tax  return.  For
contributions  to an  individual  retirement  arrangement  (IRA),  and generally
payments  other than  interest and  dividends,  you are not required to sign the
Certification, but you must provide your correct TIN.
- --------------------------------------------------------------------------------
|_| CHECK THIS BOX IF YOU WOULD LIKE A STATEMENT OF ADDITIONAL INFORMATION.


<PAGE>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC

April 28, 2000


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001


Re:  Variflex Separate Account (Variflex ES)
     File Nos.:  811-3957 & 333-36529
     Post-Effective Amendment Nos.: 3 and 4


Dear Sir/Madam:

This letter is with reference to the Registration Statement of Variflex Separate
Account   (Variflex  ES)  of  which  Security  Benefit  Life  Insurance  Company
(hereinafter "SBL") is the Depositor. Said Registration Statement is being filed
with the Securities and Exchange  Commission for the purpose of registering  the
variable  annuity  contracts  issued by SBL and the  interests  in the  Variflex
Separate Account (Variflex ES) under such variable annuity contracts, which will
be sold pursuant to an indefinite registration.

I have examined the Articles of Incorporation  and Bylaws of SBL, minutes of the
meetings of its Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents,  which I have  deemed  relevant.  Based on the
foregoing, it is my opinion that:

1.   SBL is duly  organized  and  validly  existing  as a stock  life  insurance
     company under the laws of Kansas.

2.   Variflex Separate Account has been validly created as a Separate Account in
     accordance with the pertinent provisions of the insurance laws of Kansas.

3.   SBL has the power, and has validly and legally  exercised it, to create and
     issue the variable annuity  contracts which are administered  within and by
     means of the Variflex Separate Account.

4.   The  amount  of  variable  annuity  contracts  to be sold  pursuant  to the
     indefinite registration, when issued, will represent binding obligations of
     SBL in accordance with their terms providing said contracts were issued for
     the considerations set forth therein and evidenced by appropriate  policies
     and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee
Associate General Counsel and Vice President
Security Benefit Life Insurance Company


<PAGE>
                                                         Item 24.b. Exhibit (10)

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our reports  dated  February 4, 2000,  with  respect to the  consolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
and  the  financial   statements  of  Variflex   Separate  Account  included  in
Post-Effective   Amendment  No.  3  to  the  Registration  Statement  under  the
Securities Act of 1933 (Registration No. 333-36529) and Post-Effective Amendment
No. 4 to the  Registration  Statement  under the Investment  Company Act of 1940
(Registration  No. 811-3957) on Form N-4 and the related Statement of Additional
Information accompanying the Prospectus of Variflex ES Variable Annuity.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 26, 2000


<PAGE>
Variflex ES                                               Item 24.b Exhibit (13)

                              EQUITY SERIES
                        (formerly GROWTH SERIES)
           AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
     (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,010.50
                         (1+T)^1                 =      (1.0105)^1
                          1+T                    =       1.0105
                            T                    =        .0105

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,254.69
                        ((1+T)^1.31)^1/1.31      =      (1.25469)^1/1.31
                          1+T                    =       1.1891
                            T                    =        .1891


                        LARGE CAP VALUE SERIES
                   (formerly GROWTH-INCOME SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         948.40
                         (1+T)^1                 =       (.9484)^1
                          1+T                    =        .9484
                            T                    =       -.0516

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,086.40
                        ((1+T)^1.31)^1/1.31      =      (1.0864)^1/1.31
                          1+T                    =       1.0653
                            T                    =        .0653


<PAGE>

                          MONEY MARKET YIELD
        Money Market Series (Series C) as of December 31, 1999


CALCULATION OF CHANGE IN UNIT VALUE:
- -----------------------------------

( Underlying           Underlying )
( Fund Price           Fund Price )
(  12-31-99      -      12-25-99  )
- -----------------------------------  =  Weekly Earnings
(      Underlying Fund Price      )
(             12-25-99            )


    12.61213665 - 12.59871062
- -----------------------------------  =  .001065667
           12.59871062


                                                                          Base
[(1+Weekly Earnings)^1/7 - (Daily M&E Charge + Daily Admin. Fee)]^7 - 1 = Period
                                                                          Return


[(1 + .001065667)^1/7 - (.000032876712 + .000001577)]^7 - 1 = .00086268


CURRENT 7-DAY YIELD:
- -------------------

(Base Period Return)365/7 = Current 7-Day Yield

(.0086268)365/7 = 4.50%


EFFECTIVE YIELD:
- ---------------

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

[(.0086268 + 1)^365/7] - 1 = 4.60%


<PAGE>

                          MONEY MARKET SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         975.90
                         (1+T)^1                 =       (.9759)^1
                          1+T                    =        .9759
                            T                    =       -.0241

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =         983.79
                        ((1+T)^1.31)1/^1.31      =       (.98379)^1/1.31
                          1+T                    =        .9876
                            T                    =       -.0124


                             GLOBAL SERIES
                  (formerly WORLDWIDE EQUITY SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
     WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,461.60
                         (1+T)^1                 =      (1.4616)^1
                          1+T                    =       1.4616
                            T                    =        .4616

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,730.97
                        ((1+T)^1.31)^1/1.31      =      (1.7310)^1/1.31
                          1+T                    =       1.5202
                            T                    =        .5202


<PAGE>

                       DIVERSIFIED INCOME SERIES
                  (formerly HIGH GRADE INCOME SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         895.60
                         (1+T)^1                 =       (.8956)^1
                          1+T                    =        .8956
                            T                    =       -.1044

1.31 Year (from date of inception September 10, 1998)

             1000
                         (1+T)^1.31              =         903.55
                        ((1+T)^1.31)^1/1.31      =       (.90355)^1/1.31
                          1+T                    =        .9255
                            T                    =       -.0745


<PAGE>

            DIVERSIFIED INCOME SERIES
       (formerly HIGH GRADE INCOME SERIES)

Yield Calculation As Of December 31, 1999 = 7.67%
                                            ----

 [      (6.442733-0.00)          ]^6
2[-------------------------- + 1 ] - 1
 [     (81.1311)(12.62)          ]


 [((       6.442733        )     )^6]
2[((-----------------------) + 1 )  ] - 1
 [((        1023.87        )     )  ]


2[((.006292503 + 1)^6) - 1]


2[(1.006292503)^6 - 1]


2[(1.03835 - 1)]


2(.03835)

             =    .0767
                  -----


<PAGE>

                         ENHANCED INDEX SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =        1,039.92
                        ((1+T)^.66)^1/.66        =       (1.03992)^1/.66
                          1+T                    =        1.06110
                            T                    =         .06110


                         INTERNATIONAL SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =       1,150.09
                        ((1+T)^.66)^1/.66        =      (1.15009)^1/.66
                          1+T                    =       1.236
                            T                    =        .236


                         MID CAP GROWTH SERIES
                       (formerly MID CAP SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,542.60
                         (1+T)^1                 =      (1.5426)^1
                          1+T                    =       1.5426
                            T                    =        .5426

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       2,084.01
                        ((1+T)^1.31)^1/1.31      =      (2.08401)^1/1.31
                          1+T                    =       1.7516
                            T                    =        .7516


<PAGE>

                    GLOBAL STRATEGIC INCOME SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         942.20
                         (1+T)^1                 =       (.9422)^1
                          1+T                    =        .9422
                            T                    =       -.0578

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,016.01
                        ((1+T)^1.31)^1/1.31      =      (1.01601)^1/1.31
                          1+T                    =       1.0122
                            T                    =        .0122


                      GLOBAL TOTAL RETURN SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,068.40
                         (1+T)^1                 =      (1.06684)^1
                          1+T                    =       1.0684
                            T                    =        .0684

1.31 Year (from date of inception September 10, 1998)

             1000
                         (1+T)^1.31              =       1,209.00
                        ((1+T)^1.31)^1/1.31      =      (1.209)^1/1.31
                          1+T                    =       1.1559
                            T                    =        .1559


<PAGE>

                    MANAGED ASSET ALLOCATION SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,026.20
                         (1+T)^1                 =      (1.0262)^1
                          1+T                    =       1.0262
                            T                    =        .0262

1.31 Year (from date of inception September 10, 1998)
             1000        (1+T)^1.31              =       1,168.47
                        ((1+T)^1.31)^1/1.31      =      (1.16847)^1/1.31
                          1+T                    =       1.1262
                            T                    =        .1262


                         EQUITY INCOME SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         960.60
                         (1+T)^1                 =       (.9606)^1
                          1+T                    =        .9606
                            T                    =       -.0394

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,114.94
                        ((1+T)^1.31)^1/1.31      =      (1.11494)^1/1.31
                          1+T                    =       1.0866
                            T                    =        .0866


<PAGE>

                           HIGH YIELD SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =         943.80
                         (1+T)^1                 =       (.9438)^1
                          1+T                    =        .9438
                            T                    =       -.0562

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =         971.02
                        ((1+T)^1.31)^1/1.31      =       (.97102)^1/1.31
                          1+T                    =        .9778
                            T                    =       -.0222


                        SOCIAL AWARENESS SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1,000       (1+T)^1                 =       1,100.50
                         (1+T)^1                 =      (1.1005)^1
                          1+T                    =       1.1005
                            T                    =        .1005

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,431.65
                        ((1+T)^1.31)^1/1.31      =      (1.43165)^1/1.31
                          1+T                    =       1.3151
                            T                    =        .3151


<PAGE>

                        MID CAP VALUE SERIES
                       (formerly VALUE SERIES)
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,117.40
                         (1+T)^1                 =      (1.1174)^1
                          1+T                    =       1.1174
                            T                    =        .1174

1.31 Year (from date of inception September 10, 1998)

             1000        (1+T)^1.31              =       1,390.01
                        ((1+T)^1.31)^1/1.31      =      (1.39001)^1/1.31
                          1+T                    =       1.2858
                            T                    =        .2858


                        SMALL CAP GROWTH SERIES
                      (formerly SMALL CAP SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,792.30
                         (1+T)^1                 =      (1.7923)^1
                          1+T                    =       1.7923
                            T                    =        .7923

1.31 Year (from date of inception September 10, 1998)
             1000        (1+T)^1.31              =       2,258.85
                        ((1+T)^1.31)^1/1.31      =      (2.25885)^1/1.31
                          1+T                    =       1.8627
                            T                    =        .8627


<PAGE>

                           SELECT 25 SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
    (WITH CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =       1,111.68
                        ((1+T)^.66)^1/.66        =      (1.11168)^1/.66
                          1+T                    =       1.174
                            T                    =        .174


<PAGE>

                            EQUITY SERIES
                      (formerly GROWTH SERIES)
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
  (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000         (1+T)^1                 =       1,070.50
                          (1+T)^1                 =      (1.0705)^1
                           1+T                    =       1.0705
                             T                    =        .0705

5 Years
             1000         (1+T)^5                 =       2,777.74
                         ((1+T)^5)^1/5            =      (2.77774)^1/5
                           1+T                    =       1.22670
                             T                    =        .2267

10 Years
             1000         (1+T)^10                =       4,035.02
                         ((1+T)^10)^1/10          =      (4.03502)^1/10
                           1+T                    =       1.1497
                             T                    =        .1497


<PAGE>

                       LARGE CAP VALUE SERIES
                  (formerly GROWTH-INCOME SERIES)
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
  (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,081.00
                         (1+T)^1                 =      (1.081)^1
                          1+T                    =       1.081
                            T                    =        .081

5 Years
             1000        (1+T)^5                 =       2,021.00
                        ((1+T)^5)^1/5            =      (2.021)^1/5
                          1+T                    =       1.1511
                            T                    =        .1511

10 Years
             1000        (1+T)^10                =       2,857.38
                        ((1+T)^10)^1/10          =      (2.85738)^1/10
                          1+T                    =       1.1107
                            T                    =        .1107


<PAGE>

                         MONEY MARKET SERIES
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
  (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,031.20
                         (1+T)^1                 =      (1.0312)^1
                          1+T                    =       1.0312
                            T                    =        .0312

5 Years
             1000        (1+T)^5                 =       1,194.01
                        ((1+T)^5)^1/5            =      (1.1940)^1/5
                          1+T                    =       1.0361
                            T                    =        .0361

10 Years
             1000        (1+T)^10                =       1,391.63
                        ((1+T)^10)^1/10          =      (1.39163)^1/10
                          1+T                    =       1.0336
                            T                    =        .0336


<PAGE>

                             GLOBAL SERIES
                  (formerly WORLDWIDE EQUITY SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000         (1+T)^1                =        1,521.60
                          (1+T)^1                =       (1.5216)^1
                           1+T                   =        1.5216
                             T                   =         .5216

5 Years
             1000         (1+T)^5                =        2,427.75
                         ((1+T)^5)^1/5           =       (2.42775)^1/5
                           1+T                   =        1.1941
                             T                   =         .1941

10 Years
             1000         (1+T)^10               =        2,600.82
                         ((1+T)^10)^1/10         =       (2.60082)^1/10
                           1+T                   =        1.1003
                             T                   =         .1003


<PAGE>

                       DIVERSIFIED INCOME SERIES
                  (formerly HIGH GRADE INCOME SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000         (1+T)^1                =          952.50
                          (1+T)^1                =        (.9525)^1
                           1+T                   =         .9525
                             T                   =        -.0475

5 Years
             1000         (1+T)^5                =        1,277.50
                         ((1+T)^5)^1/5           =       (1.2775)^1/5
                           1+T                   =        1.0502
                             T                   =         .0502

10 Years
             1000         (1+T)^10               =        1,708.14
                         ((1+T)^10)^1/10         =       (1.70814)^1/10
                           1+T                   =        1.055
                             T                   =         .055


<PAGE>

                         ENHANCED INDEX SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =       1,075.12
                        ((1+T)^.66)^1/.66        =      (1.07512)^1/.66
                          1+T                    =       1.1160
                            T                    =        .1160


                         INTERNATIONAL SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =       1,183.62
                        ((1+T)^.66)^1/.66        =      (1.18362)^1/.66
                          1+T                    =       1.291
                            T                    =        .291


                         MID CAP GROWTH SERIES
                       (formerly MID CAP SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,602.60
                         (1+T)^1                 =      (1.6026)^1
                          1+T                    =       1.6026
                            T                    =        .6026
5 Years
             1000        (1+T)^5                 =       3,065.21
                        ((1+T)^5)^1/5            =      (3.06521)^1/5
                          1+T                    =       1.2511
                            T                    =        .2511

7.25 Years (From Date of Inception October 1, 1992)

             1000        (1+T)^7.25              =       3,673.92
                        ((1+T)^7.25)^1/7.25      =      (3.67392)^1/7.25
                          1+T                    =       1.1966
                            T                    =        .1966


<PAGE>

                    GLOBAL STRATEGIC INCOME SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,001.50
                         (1+T)^1                 =      (1.0015)^1
                          1+T                    =       1.0015
                            T                    =        .0015

4.58 Years (From Date of Inception June 1, 1995)

             1000        (1+T)^4.58              =       1,336.62
                        ((1+T)^4.58)^1/4.58      =      (1.33662)^1/4.58
                          1+T                    =       1.0654
                            T                    =        .0654


                      GLOBAL TOTAL RETURN SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,128.40
                         (1+T)^1                 =      (1.1284)^1
                          1+T                    =       1.1284
                            T                    =        .1284

4.58 Years (From Date of Inception June 1, 1995)

             1000        (1+T)^4.58              =       1,579.13
                        ((1+T)^4.58)^1/4.58      =      (1.57913)^1/4.58
                          1+T                    =       1.1049
                            T                    =        .1049


<PAGE>

                    MANAGED ASSET ALLOCATION SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,086.20
                         (1+T)^1                 =      (1.0862)^1
                          1+T                    =       1.0862
                            T                    =        .0862

4.58 Years (From Date of Inception June 1, 1995)

             1000        (1+T)^4.58              =       1,765.91
                        ((1+T)^4.58)^1/4.58      =      (1.76591)^1/4.58
                          1+T                    =       1.1322
                            T                    =        .1322


                         EQUITY INCOME SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000       (1+T)^1                 =        1,020.60
                        (1+T)^1                 =       (1.0206)^1
                         1+T                    =        1.0206
                           T                    =         .0206

4.58 Years (From Date of Inception June 1, 1995)

             1000       (1+T)^4.58              =        1,923.27
                       ((1+T)^4.58)^1/4.58      =       (1.92327)^1/4.58
                         1+T                    =        1.1535
                           T                    =         .1535


<PAGE>

                           HIGH YIELD SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,003.20
                         (1+T)^1                 =      (1.0032)^1
                          1+T                    =       1.0032
                            T                    =        .0032
3.40 Years (From Date of Inception August 5, 1996)

             1000        (1+T)^3.40              =       1,250.27
                        ((1+T)^3.40)^1/3.40      =      (1.25027)^1/3.40
                          1+T                    =       1.0679
                            T                    =        .0679


                        SOCIAL AWARENESS SERIES
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000        (1+T)^1                 =       1,160.50
                         (1+T)^1                 =      (1.1005)^1
                          1+T                    =       1.1605
                            T                    =        .1605

5 Years
             1000        (1+T)^5                 =       2,720.48
                        ((1+T)^5)^1/5            =      (2.72048)^1/5
                          1+T                    =       1.2216
                            T                    =        .2216

8.67 Years (From Date of Inception May 1, 1991)

             1000        (1+T)^8.67              =       3,456.78
                        ((1+T)^8.67)^1/8.67      =      (3.45678)^1/8.67
                          1+T                    =       1.1538
                            T                    =        .1538


<PAGE>

                         MID CAP VALUE SERIES
                        (formerly VALUE SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000         (1+T)^1               =        1,177.40
                          (1+T)^1               =       (1.1774)^1
                           1+T                  =        1.1774
                             T                  =         .1774


2.67 Years (from date of inception May 1, 1997)

             1000         (1+T)^2.67            =        1,772.53
                         ((1+T)^2.67)           =       (1.77253)^1/2.67
                           1+T                  =        1.2391
                             T                  =         .2391


                        SMALL CAP GROWTH SERIES
                         (formerly SMALL CAP SERIES)
          AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
   (WITHOUT CONTINGENT DEFERRED SALES CHARGE OR ADMINISTRATIVE FEES)

1 Year
             1000         (1+T)^1               =        1,852.30
                          (1+T)^1               =       (1.8523)^1
                           1+T                  =        1.8523
                             T                  =         .8523

2.21 Years (from date of inception October 15, 1997)

             1000         (1+T)^2.21            =        1,955.38
                         ((1+T)^2.21)           =       (1.95538)^1/2.21
                           1+T                  =        1.3545
                             T                  =         .3545


<PAGE>

                                SELECT 25 SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

 .66 Years (date of inception May 3, 1999)

             1000        (1+T)^1/.66             =        1,145.79
                        ((1+T)^.66)^1/.66        =       (1.14579)^1/.66
                          1+T                    =        1.2290
                            T                    =         .2290


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES A (EQUITY, FORMERLY GROWTH)

Quotation  of Total  Return for the periods of January 1, 1989 to  December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,070.50    -    $1,000     $  70.50     /    $1,000     =      7.5%
1998     1,241.45    -     1,000       241.45     /     1,000     =     24.15%
1997     1,274.32    -     1,000       274.32     /     1,000     =     27.43%
1996     1,214.52    -     1,000       214.52     /     1,000     =     21.45%
1995     1,351.34    -     1,000       351.34     /     1,000     =     35.13%
1994       973.80    -     1,000       (26.20)    /     1,000     =     (2.62)%
1993     1,125.73    -     1,000       125.73     /     1,000     =     12.57%
1992     1,100.49    -     1,000       100.49     /     1,000     =     10.05%
1991     1,347.15    -     1,000       347.15     /     1,000     =     34.72%
1990       892.83    -     1,000      (107.17)    /     1,000     =    (10.72)%
1989     1,335.72    -     1,000       335.72     /     1,000     =     33.57%


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES B (LARGE CAP VALUE, FORMERLY GROWTH - INCOME)

Quotation  of Total  Return for the periods of January 1, 1989 to  December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,081.00    -    $1,000      $ 81.00     /    $1,000     =      8.1%
1998     1,064.91    -     1,000        64.91     /     1,000     =      6.49%
1997     1,252.34    -     1,000       252.34     /     1,000     =     25.23%
1996     1,170.63    -     1,000       170.63     /     1,000     =     17.06%
1995     1,284.77    -     1,000       284.77     /     1,000     =     28.48%
1994       960.55    -     1,000       (39.45)    /     1,000     =     (3.95)%
1993     1,085.15    -     1,000        85.15     /     1,000     =      8.52%
1992     1,051.81    -     1,000        51.81     /     1,000     =      5.18%
1991     1,364.23    -     1,000       364.23     /     1,000     =     36.42%
1990       945.94    -     1,000       (54.06)    /     1,000     =     (5.41)%
1989     1,271.13    -     1,000       271.13     /     1,000     =     27.11%


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES C (MONEY MARKET)

Quotation  of Total  Return for the periods of January 1, 1989 to  December  31,
1999.

                           Initial Investment = $1,000

                                     INCREASE
         ENDING           INITIAL   (DECREASE)         INITIAL        % INCREASE
          VALUE            VALUE     IN VALUE           VALUE         (DECREASE)

1999    $1,035.90    -    $1,000      $35.90      /    $1,000     =     3.59%
1998     1,028.50    -     1,000       28.50      /     1,000     =     2.85%
1997     1,041.26    -     1,000       41.26      /     1,000     =     4.13%
1996     1,040.16    -     1,000       40.16      /     1,000     =     4.02%
1995     1,040.78    -     1,000       40.78      /     1,000     =     4.08%
1994     1,026.95    -     1,000       26.95      /     1,000     =     2.70%
1993     1,015.57    -     1,000       15.57      /     1,000     =     1.56%
1992     1,022.14    -     1,000       22.14      /     1,000     =     2.21%
1991     1,045.98    -     1,000       45.98      /     1,000     =     4.60%
1990     1,067.74    -     1,000       67.74      /     1,000     =     6.77%
1989     1,079.61    -     1,000       79.61      /     1,000     =     7.96%


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES D (GLOBAL, FORMERLY WORLDWIDE EQUITY)

Quotation of Total Return for the periods of May 1, 1991 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,521.60    -    $1,000      $521.60     /    $1,000     =     52.16%
1998     1,189.15    -     1,000       189.15     /     1,000     =     18.92%
1997     1,053.87    -     1,000        53.87     /     1,000     =      5.39%
1996     1,162.85    -     1,000       162.85     /     1,000     =     16.29%
1995     1,095.26    -     1,000        95.26     /     1,000     =      9.53%
1994     1,017.16    -     1,000        17.16     /     1,000     =      1.72%
1993     1,303.16    -     1,000       303.16     /     1,000     =     30.32%
1992       964.14    -     1,000       (35.86)    /     1,000     =     (3.59)%
1991*    1,032.35    -     1,000        32.35     /     1,000     =      3.24%

*From May 1, 1991 to December 31, 1991.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES E (DIVERSIFIED INCOME, FORMERLY HIGH GRADE INCOME)

Quotation  of Total  Return for the periods of January 1, 1989 to  December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $  952.50    -    $1,000     $ (47.50)    /    $1,000     =     (4.75)%
1998     1,069.41    -     1,000        69.41     /     1,000     =      6.94%
1997     1,089.32    -     1,000        89.32     /     1,000     =      8.93%
1996       982.85    -     1,000       (17.15)    /     1,000     =     (1.72)%
1995     1,171.21    -     1,000       171.21     /     1,000     =     17.12%
1994       921.47    -     1,000       (78.53)    /     1,000     =     (7.85)%
1993     1,115.03    -     1,000       115.03     /     1,000     =     11.50%
1992     1,063.74    -     1,000        63.74     /     1,000     =      6.37%
1991     1,158.01    -     1,000       158.01     /     1,000     =     15.80%
1990     1,056.12    -     1,000        56.12     /     1,000     =      5.61%
1989     1,107.64    -     1,000       107.64     /     1,000     =     10.76%


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES H (ENHANCED INDEX)

Quotation of Total Return for the period of May 3, 1999 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999*   $1,075.12    -    $1,000       $75.12     /    $1,000     =     11.60%

*From May 3, 1999 to December 31, 1999


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES I (INTERNATIONAL)

Quotation of Total Return for the period of May 3, 1999 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999*   $1,183.62    -    $1,000      $183.62     /    $1,000     =      29.1%

*From May 3, 1999 to December 31, 1999


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES J (MID CAP GROWTH, FORMERLY MID CAP)

Quotation  of Total  Return for the periods of October 1, 1992 to  December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,602.60    -    $1,000      $602.60     /    $1,000     =     60.26%
1998     1,167.57    -     1,000       167.57     /     1,000     =     16.76%
1997     1,187.50    -     1,000       187.50     /     1,000     =     18.75%
1996     1,168.56    -     1,000       168.56     /     1,000     =     16.86%
1995     1,180.22    -     1,000       180.22     /     1,000     =     18.02%
1994       939.64    -     1,000       (60.36)    /     1,000     =     (6.04)%
1993     1,125.24    -     1,000       125.24     /     1,000     =     12.52%
1992*    1,244.59    -     1,000       244.59     /     1,000     =     24.46%

*From October 1, 1992 to Dember 31, 1992.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES K (GLOBAL STRATEGIC INCOME)

Quotation of Total Return for the periods of June 1, 1995 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,001.50    -    $1,000      $  1.50     /    $1,000     =       .15%
1998     1,058.17    -     1,000        58.17     /     1,000     =      5.82%
1997     1,043.15    -     1,000        43.15     /     1,000     =      4.32%
1996     1,125.47    -     1,000       125.47     /     1,000     =     12.55%
1995*    1,068.82    -     1,000        68.82     /     1,000     =      6.88%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES M (GLOBAL TOTAL RETURN)

Quotation of Total Return for the periods of June 1, 1995 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,128.40    -    $1,000      $128.40    /     $1,000     =     12.84%
1998     1,115.51    -     1,000       115.51    /      1,000     =     11.55%
1997     1,050.97    -     1,000        50.97    /      1,000     =      5.10%
1996     1,130.89    -     1,000       130.89    /      1,000     =     13.09%
1995     1,063.74    -     1,000        63.74    /      1,000     =      6.37%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES N (MANAGED ASSET ALLOCATION)

Quotation of Total Return for the periods of June 1, 1995 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,086.20    -    $1,000      $ 86.20     /    $1,000    =       8.62%
1998     1,172.76    -     1,000       172.76     /     1,000    =      17.28%
1997     1,172.49    -     1,000       172.49     /     1,000    =      17.25%
1996     1,116.64    -     1,000       116.64     /     1,000    =      11.66%
1995*    1,065.70    -     1,000        65.70     /     1,000    =       6.57%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES O (EQUITY INCOME)

Quotation of Total Return for the periods of June 1, 1995 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,020.60    -    $1,000      $ 20.60     /    $1,000     =      2.06%
1998     1,079.77    -     1,000        79.77     /     1,000     =      7.98%
1997     1,271.20    -     1,000       271.20     /     1,000     =     27.12%
1996     1,188.32    -     1,000       188.32     /     1,000     =     18.83%
1995*    1,162.09    -     1,000       162.09     /     1,000     =     16.21%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES P (HIGH YIELD)

Quotation  of Total  Return for the  periods of August 5, 1996 to  December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,003.20    -    $1,000      $  3.20     /    $1,000     =      0.32%
1998     1,047.86    -     1,000        47.86     /     1,000     =      4.79%
1997     1,121.60    -     1,000       121.60     /     1,000     =     12.16%
1996*    1,061.71    -     1,000        61.71     /     1,000     =      6.17%

*From August 5, 1996 to December 31, 1996.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES S (SOCIAL AWARENESS)

Quotation of Total Return for the periods of May 1, 1991 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,160.50    -    $1,000      $160.50     /    $1,000     =     16.05%
1998     1,301.22    -     1,000       301.22     /     1,000     =     30.12%
1997     1,214.25    -     1,000       214.25     /     1,000     =     21.43%
1996     1,176.28    -     1,000       176.28     /     1,000     =     17.63%
1995     1,262.35    -     1,000       262.35     /     1,000     =     26.24%
1994       952.34    -     1,000       (47.66)    /     1,000     =     (4.77)%
1993     1,107.71    -     1,000       107.71     /     1,000     =     10.77%
1992     1,152.25    -     1,000       152.25     /     1,000     =     15.23%
1991*    1,048.42    -     1,000        48.42     /     1,000     =      4.84%

*From May 1, 1991 to December 31, 1991.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES V (MID-CAP VALUE, FORMERLY VALUE)

Quotation of Total Return for the periods of May 1, 1997 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,177.40    -    $1,000      $177.40     /    $1,000     =     17.74%
1998     1,154.14    -     1,000       154.14     /     1,000     =     15.41%
1997*    1,304.18    -     1,000       304.18     /     1,000     =     30.42%

*From May 1, 1997 to December 31, 1997.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES X (SMALL CAP GROWTH, FORMERLY SMALL CAP)

Quotation  of Total  Return for the periods of October 15, 1997 to December  31,
1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999    $1,852.30    -    $1,000      $852.30     /    $1,000     =     85.23%
1998     1,104.60    -     1,000       104.60     /     1,000     =     10.46%
1997*      955.97    -     1,000       (44.03)    /     1,000     =     (4.40)%

*From October 15, 1997 to December 31, 1997.


<PAGE>

                                   VARIFLEX ES
                          NON-STANDARDIZED TOTAL RETURN

SERIES Y (SELECT 25)

Quotation of Total Return for the period of May 3, 1999 to December 31, 1999.

                           Initial Investment = $1,000

                                      INCREASE
         ENDING           INITIAL    (DECREASE)        INITIAL        % INCREASE
          VALUE            VALUE      IN VALUE          VALUE         (DECREASE)

1999*   $1,145.79    -    $1,000      $145.79     /    $1,000     =     22.90%

*From May 3, 1999 to December 31, 1999


<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE  COMPANY (the  "Company"),  by these presents do make,  constitute and
appoint Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them,
my true and lawful  attorneys,  each with full power and authority for me and in
my name and behalf to sign, as my agent, any Registration  Statement  applicable
to separate  accounts of the Company,  as well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                  SISTER LORETTO MARIE COLWELL
                                                  ------------------------------
                                                  Sister Loretto Marie Colwell


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                  JULIA A. SMRHA
                                                  ------------------------------
                                                  Notary Public
My Commission Expires:

      7-8-2000
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of April, 2000.

                                                         JOHN C. DICUS
                                                         -----------------------
                                                         John C. Dicus


SUBSCRIBED AND SWORN to before me this 6th day of April, 2000.

                                                         MARY R. FALTER
                                                         -----------------------
                                                         Notary Public
My Commission Expires:

      1-30-2004
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass,  being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                         STEVEN J. DOUGLASS
                                                         -----------------------
                                                         Steven J. Douglass


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                         NANCY A. LEWIS
                                                        ------------------------
                                                         Notary Public
My Commission Expires:

      10-16-00
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY (the "Company"), by these presents do make, constitute and appoint James
R. Schmank and Roger K. Viola,  and each of them, my true and lawful  attorneys,
each with full power and  authority for me and in my name and behalf to sign, as
my agent,  any  Registration  Statement  applicable to separate  accounts of the
Company, as well as any pre-effective  amendment,  post-effective  amendment and
any application for exemptive relief (including amendments to such applications)
for such  separate  accounts (now or hereafter  established  by the Company) and
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, each as amended,  any instrument or document filed as part thereof,  or in
connection  therewith or in any way related thereto,  with like effect as though
said  Registration  Statement  or other  document  had  been  signed  and  filed
personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        HOWARD R. FRICKE
                                                        ------------------------
                                                        Howard R. Fricke


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        ANNETTE E. CRIPPS
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      7/8/2001
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) SS.
COUNTY OF SEDGWICK  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, William W. Hanna,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        WILLIAM W. HANNA
                                                        ------------------------
                                                        William W. Hanna


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        DOROTHY A. HERR
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      8-21-2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF FLORIDA    )
                    ) SS.
COUNTY OF PINELLAS  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of April, 2000.

                                                        JOHN E. HAYES, JR.
                                                        ------------------------
                                                        John E. Hayes, Jr.


SUBSCRIBED AND SWORN to before me this 4th day of April, 2000.

                                                        DEBORAH K. WEST
                                                       -------------------------
                                                        Notary Public
My Commission Expires:

    July 6, 2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Kris A.  Robbins,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        KRIS A. ROBBINS
                                                        ------------------------
                                                        Kris A. Robbins


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        ANNETTE E. CRIPPS
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      7/8/2001
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        FRANK C. SABATINI
                                                        ------------------------
                                                        Frank C. Sabatini


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        PATRICIA A. CLARK
                                                        ------------------------
                                                        Notary Public

My Commission Expires:

      3-5-2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY  (the  "Company"),  by these  presents do make,  constitute  and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and  behalf to sign,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                      ROBERT C. WHEELER
                                                      --------------------------
                                                      Robert C. Wheeler


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                      NANCY G. DEBACKER
                                                      --------------------------
                                                      Notary Public
My Commission Expires:

       12/15/03
- ---------------------


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