KILICO VARIABLE SEPARATE ACCOUNT/IL
485BPOS, 2000-04-27
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<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2000


                                            REGISTRATION STATEMENT NO. 333-88845
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-6

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

A. Exact name of trust: KILICO VARIABLE SEPARATE ACCOUNT

B. Name of depositor: KEMPER INVESTORS LIFE INSURANCE COMPANY

C. Complete address of depositor's principal executive offices:

   1 Kemper Drive
   Long Grove, Illinois 60049

D. Name and complete address of agent for service:


                             DEBRA P. REZABEK, ESQ.


                    Kemper Investors Life Insurance Company
                                 1 Kemper Drive
                           Long Grove, Illinois 60049

                                   COPIES TO:


<TABLE>
<S>                                            <C>
            FRANK J. JULIAN, ESQ.                           JOAN E. BOROS, ESQ.
   Kemper Investors Life Insurance Company     Jorden Burt Boros Cicchetti Berenson & Johnson
                1 Kemper Drive                       1025 Thomas Jefferson Street, N.W.
          Long Grove, Illinois 60049                             Suite 400E
                                                           Washington, D.C. 20007
</TABLE>



It is proposed that this filing will become effective (check appropriate box)


  [ ] Immediately upon filing pursuant to paragraph (b), or


  [ ] 60 days after filing pursuant to paragraph (a) (1), or


  [X] On May 1, 2000 pursuant to paragraph (b), or


  [ ] On (date) pursuant to paragraph (a) (1) of Rule 485.


E. Title of securities being registered:
   The variable portion of Flexible Premium Variable Life Insurance Policies.

F. Approximate date of proposed public offering:

   Continuous



     [ ] Check box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.

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<PAGE>   2


                      RECONCILIATION AND TIE BETWEEN ITEMS

                       IN FORM N-8B-2 AND THE PROSPECTUS

<TABLE>
<CAPTION>
ITEM NO.
OF FORM
 N-8B-2                       CAPTION IN PROSPECTUS
- --------                      ---------------------
<S>        <C>
1.         Cover Page
2.         Cover Page
3.         Not Applicable
4.         Distribution of Policies
5.         KILICO and the Separate Account; State Regulation of KILICO
6.         KILICO and the Separate Account
7.         Not Applicable
8.         Experts
9.         Legal Proceedings; Legal Considerations
10.        KILICO and the Separate Account; The Funds; The Policy;
           Policy Benefits and Rights; General Provisions; Voting
           Interests, Dollar Cost Averaging; Systematic Withdrawal
           Plan; Federal Tax Matters
11.        Cover Page; Summary; KILICO and the Separate Account; The
           Funds
12.        Not Applicable
13.        Charges and Deductions
14.        The Policy
15.        The Policy; Policy Benefits and Rights
16.        Summary; The Policy
17.        The Policy; Policy Benefits and Rights
18.        The Funds
19.        General Provisions
20.        The Funds; General Provisions
21.        Policy Benefits and Rights
22.        Not Applicable
23.        Not Applicable
24.        General Provisions
25.        KILICO and the Separate Account
26.        Not Applicable
27.        KILICO and the Separate Account
28.        KILICO's Directors and Officers
29.        KILICO and the Separate Account
30.        Not Applicable
31.        Not Applicable
32.        Not Applicable
33.        Not Applicable
34.        Not Applicable
35.        KILICO and the Separate Account; Distribution of Policies
36.        Not Applicable
37.        Not Applicable
38.        Distribution of Policies
39.        KILICO and the Separate Account; Distribution of Policies
40.        Not Applicable
41.        KILICO and the Separate Account; Distribution of Policies
42.        Not Applicable
43.        Not Applicable
44.        KILICO and the Separate Account; Charges and Deductions
45.        Not Applicable
46.        The Policy; Policy Benefits and Rights; Charges and
           Deductions
47.        Summary; KILICO and the Separate Account; The Policy
48.        Not Applicable
49.        Not Applicable
50.        Not Applicable
</TABLE>
<PAGE>   3


<TABLE>
<CAPTION>
ITEM NO.
OF FORM
 N-8B-2                       CAPTION IN PROSPECTUS
- --------                      ---------------------
<S>        <C>
51.        Cover Page; Summary; KILICO and the Separate Account; The
           Policy; Policy Benefits and Rights; Charges and Deductions;
           General Provisions; Distribution of Policies
52.        Summary; KILICO and the Separate Account; The Funds; General
           Provisions
53.        Federal Tax Matters
54.        Not Applicable
55.        Not Applicable
56.        Not Applicable
57.        Not Applicable
58.        Not Applicable
59.        Financial Statements
</TABLE>

<PAGE>   4


                            PROSPECTUS --MAY 1, 2000


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


                           FLEXIBLE PREMIUM VARIABLE

                             LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

                                   ISSUED BY

                    KEMPER INVESTORS LIFE INSURANCE COMPANY
                  THROUGH ITS KILICO VARIABLE SEPARATE ACCOUNT

  HOME OFFICE: 1 KEMPER DRIVE, LONG GROVE, ILLINOIS 60049       (800) 321-9313


    This Prospectus describes a Flexible Premium Variable Life Insurance Policy
("Policy") offered by Kemper Investors Life Insurance Company ("we" or
"KILICO"). The Policy provides life insurance and accumulates variable Cash
Value. Policy benefits depend upon the investment experience of the KILICO
Variable Separate Account. Generally, Policy premiums are flexible.



    The Policy is "life insurance" for federal tax purposes. If the Policy is a
modified endowment contract, different tax rules apply to distributions. See
"Federal Tax Matters", page 25 for a discussion of laws that affect the tax
treatment of the Policy.



    You have the following choices for allocating premium:


        - the Fixed Account, which accrues interest at our guaranteed rate, and

        - the Subaccounts of the Separate Account, which invest in portfolios of
    underlying mutual funds.


    The following Portfolios are currently available under the Policy:



         - THE ALGER AMERICAN FUND

           - Alger American Balanced
           - Alger American Growth
           - Alger American Income & Growth
           - Alger American MidCap Growth

         - THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

         - DREYFUS LIFE & ANNUITY INDEX FUND D/B/A
           DREYFUS STOCK INDEX FUND


         - DREYFUS VARIABLE INVESTMENT FUND ("DREYFUS VIF")


           - Dreyfus VIF-Appreciation (formerly Capital   Appreciation)


           - Dreyfus VIF-Small Cap



         - FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST* (CLASS 2
           SHARES)


           - Templeton Asset Strategy   (formerly Templeton Asset Allocation)


           - Templeton Global Income Securities   (formerly Templeton Bond)


           - Templeton Developing Markets Securities   (formerly Templeton
           Developing   Markets)


           - Templeton International Securities   (formerly Templeton
           International)



- - FIDELITY VARIABLE INSURANCE PRODUCTS FUND (INITIAL CLASS)


  - Fidelity VIP Equity-Income


  - Fidelity VIP Growth

  - Fidelity VIP High Income

  - Fidelity VIP Overseas



- - JANUS ASPEN SERIES


  - Janus Aggressive Growth


  - Janus Aspen Balanced


  - Janus Aspen Flexible Income


  - Janus Aspen Growth


  - Janus Aspen International Growth


  - Janus Aspen Worldwide Growth



- - SCUDDER VARIABLE LIFE INVESTMENT FUND ("SCUDDER VLIF") (CLASS A SHARES)


  - Scudder VLIF Capital Growth


  - Scudder VLIF Growth and Income


  - Scudder VLIF International



- - KEMPER VARIABLE SERIES


  - Kemper Government Securities


  - Kemper Investment Grade Bond


  - Kemper Money Market


  - Kemper Small Cap Growth


  - Kemper Total Return


  - Kemper Value+Growth



    * Effective May 1, 2000, the funds of Templeton Variable Products Series
Fund merged into similar corresponding funds of Franklin Templeton Variable
Insurance Products Trust.



    You may obtain more information about these Portfolios in the accompanying
prospectuses. Not all portfolios described in the prospectuses may be available
under the Policy.



    You choose from two death benefit options. The Death Benefit is at least the
amount shown in the Policy Specifications, unless there are loans. Cash Value is
not guaranteed. If the Surrender Value does not cover all Policy charges, the
Policy will lapse. The Policy Specifications show the guarantee premium and the
guarantee period. The Policy will not lapse during the guarantee period if the
guarantee premium is paid.



    You may cancel the Policy and receive a refund during the Free-Look Period.


    If you already own a flexible premium variable life insurance policy, it may
not be advantageous to buy additional insurance or to replace your policy with
the Policy described in this Prospectus.


     THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT
     PROSPECTUS FOR THE AVAILABLE UNDERLYING PORTFOLIOS. YOU SHOULD READ
     AND RETAIN ALL PROSPECTUSES FOR FUTURE REFERENCE.


     YOU CAN FIND THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE
     ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
     COMMISSION (SEC) AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.

     THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
     THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
     A CRIMINAL OFFENSE.
<PAGE>   5


TABLE OF CONTENTS

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


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
DEFINITIONS.................................................      1
SUMMARY.....................................................      3
FEES AND EXPENSES...........................................      5
KILICO AND THE SEPARATE ACCOUNT.............................      9
THE FUNDS...................................................      9
FIXED ACCOUNT OPTION........................................     12
THE POLICY..................................................     13
POLICY BENEFITS AND RIGHTS..................................     15
CHARGES AND DEDUCTIONS......................................     19
GENERAL PROVISIONS..........................................     22
DOLLAR COST AVERAGING.......................................     24
SYSTEMATIC WITHDRAWAL PLAN..................................     24
DISTRIBUTION OF POLICIES....................................     25
FEDERAL TAX MATTERS.........................................     25
LEGAL CONSIDERATIONS........................................     28
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS................     28
VOTING INTERESTS............................................     28
STATE REGULATION OF KILICO..................................     28
KILICO'S DIRECTORS AND OFFICERS.............................     29
LEGAL MATTERS...............................................     31
LEGAL PROCEEDINGS...........................................     31
EXPERTS.....................................................     31
REGISTRATION STATEMENT......................................     31
FINANCIAL STATEMENTS........................................     31
APPENDIX A TABLE OF DEATH BENEFIT FACTORS...................     71
APPENDIX B SURRENDER TARGET PREMIUMS........................     72
</TABLE>

<PAGE>   6

                                  DEFINITIONS

     ACCUMULATION UNIT--An accounting unit of measure used to calculate the
value of each Subaccount.

     AGE--The Insured's age on his or her nearest birthday.

     BENEFICIARY--The person to whom the proceeds due on the Insured's death are
paid.

     CASH VALUE--The sum of the value of Policy assets in the Separate Account,
Fixed Account and Loan Account.

     COMPANY ("WE", "US", "OUR", "KILICO")--Kemper Investors Life Insurance
Company. Our home office is located at 1 Kemper Drive, Long Grove, Illinois
60049.

     DATE OF RECEIPT--The date on which a request, form or payment is received
at our home office, provided: (1) that date is a Valuation Date and (2) we
receive the request, form or payment before the close of the New York Stock
Exchange (usually 3:00 p.m. Central time). Otherwise, the next Valuation Date.


     DEBT--The sum of (1) the principal of any outstanding loan, plus (2) any
loan interest due or accrued to us.


     FIXED ACCOUNT--The amount of assets held in the General Account
attributable to the fixed portion of the Policy.


     FREE-LOOK PERIOD--The time when you may cancel the Policy and receive a
refund. This time depends on the state where the Policy is issued; however, it
will be at least 10 days from the date you receive the Policy.


     FUNDS--The underlying mutual funds in which the Subaccounts of the Separate
Account invest.

     GENERAL ACCOUNT--The assets of KILICO other than those allocated to the
Separate Account or any other separate account.

     GUIDELINE SINGLE PREMIUM--The maximum initial amount of premium that can be
paid while retaining qualification as a life insurance policy under the Internal
Revenue Code.

     INSURED--The person whose life is covered by the Policy and who is named in
the Policy Specifications.

     ISSUE DATE--The date shown in the Policy Specifications. Incontestability
and suicide periods are measured from the Issue Date.

     LOAN ACCOUNT--The amount of assets transferred from the Separate Account
and the Fixed Account and held in the General Account as collateral for Debt.

     MATURITY DATE--The Policy Date anniversary nearest the Insured's 100th
birthday.

     MONTHLY PROCESSING DATE--The same day in each month as the Policy Date.

     MORTALITY AND EXPENSE RISK CHARGE--A charge deducted in the calculation of
the Accumulation Unit Value for the assumption of mortality risks and expense
guarantees.


     NET SURRENDER VALUE--The Surrender Value on the date of surrender minus any
Debt.



     OWNER ("YOU", "YOUR", "YOURS")--The person(s) named as owner in the
application unless later changed as provided in the Policy.



     PLANNED PREMIUM--The scheduled premium you specify in the application.



     POLICY DATE--The Policy Date is used to determine Policy Years and Monthly
Processing Dates. The Policy Date is the date that insurance coverage takes
effect subject to the conditions set forth in the application, including the
payment of the initial premium.


     POLICY YEAR--Each year commencing with the Policy Date and each Policy Date
anniversary thereafter.


     PORTFOLIO(S)--The underlying Portfolios in which the Subaccounts invest.
Each Portfolio is an open-end investment company registered with the SEC or a
separate investment series of a registered open-end investment company.


     SEPARATE ACCOUNT VALUE--The portion of the Cash Value in the Subaccount(s)
of the Separate Account.

                                        1
<PAGE>   7


     SPECIFIED AMOUNT--The amount chosen by you and used to calculate the death
benefit. The Specified Amount is shown in the Policy Specifications.


     SUBACCOUNT--A subdivision of the Separate Account.

     SURRENDER VALUE--Cash Value minus any applicable surrender charge.


     TRADE DATE--The date 30 days following the date you complete all
requirements for coverage and we record coverage under the Policy as in force.


     VALUATION DATE--Each business day on which valuation of the assets of the
Separate Account is required by applicable law, which currently is each day that
the New York Stock Exchange is open for trading.

     VALUATION PERIOD--The period that starts at the close of a Valuation Date
and ends at the close of the next succeeding Valuation Date.

                                        2
<PAGE>   8

                                    SUMMARY

     This section summarizes this Prospectus. Please read the entire Prospectus.
You should refer to the heading "Definitions" for the meaning of certain terms.
If states require variations, they appear in supplements attached to this
Prospectus or in endorsements to the Policy. Unless otherwise indicated, this
Prospectus describes an in force Policy with no loans.


     You pay a premium for life insurance coverage on the Insured. Generally,
you may choose the amount and frequency of premium payments. The Policy provides
for a Surrender Value which is payable if the Policy is terminated during an
Insured's lifetime. The death benefit and Cash Value of the Policy may increase
or decrease to reflect investment experience. Cash Value is not guaranteed. If
the Surrender Value is insufficient to pay Policy charges, the Policy will lapse
unless an additional premium payment or loan repayment is made. The Policy will
remain in force during the guarantee period if the premiums paid, minus
withdrawals and Debt, are at least equal to the guarantee premiums. (See "The
Policy--Premiums and Allocation of Premiums and Separate Account Value," page
13, "Charges and Deductions," page 19, and "Policy Benefits and Rights," page
15.)



     A Policy may be issued as or become a modified endowment contract as a
result of a material change or reduction in benefits as defined by the Internal
Revenue Code. The Policy may also become a modified endowment contract if excess
premiums are paid. If the Policy is treated as a modified endowment contract,
certain distributions will be included in your federal gross income (See
"Federal Tax Matters," page 25.)


     The purpose of the Policy is to provide insurance protection for the
beneficiary. The Policy is not comparable to a systematic investment plan of a
mutual fund.

POLICY BENEFITS


     CASH VALUE. Cash Value reflects the amount and frequency of premium
payments, the investment experience of the selected Subaccounts, any values in
the Fixed Account and Loan Account, and Policy charges. You bear the entire
investment risk on amounts allocated to the Separate Account. We do not
guarantee Separate Account Value. (See "Policy Benefits and Rights--Cash Value,"
page 17.)



     You may surrender a Policy at any time and receive the Net Surrender Value.
The Net Surrender Value is the Surrender Value minus any outstanding Debt. The
Surrender Value is the Cash Value minus any applicable surrender charge. Partial
withdrawals are available subject to restrictions. (See "Policy Benefits and
Rights--Surrender Privilege," page 19.)



     POLICY LOANS. After the first Policy Year, you may borrow up to 90% of Cash
Value minus surrender charges and any other indebtedness. Interest is charged at
an effective annual rate of 4.50%. (See "Federal Tax Matters," page 25.)



     PREFERRED LOANS. After the first Policy Year, you may borrow an amount up
to the earnings in the Policy subject to any previous indebtedness. Interest on
preferred loans is charged at an effective annual rate of 3%.



     The minimum amount of any loan is $500. When a loan is made, a portion of
Cash Value equal to the loan amount is transferred from the Separate Account and
the Fixed Account (pro rata, unless you request otherwise) to the Loan Account.
We credit 3% annual interest to Cash Value held in the Loan Account. (See
"Policy Benefits and Rights--Policy Loans," page 18.)



     If the Policy is a modified endowment contract, a loan is treated as a
taxable distribution. (See "Federal Tax Matters," page 25.)



     DEATH BENEFITS. An in force Policy pays a death benefit upon the death of
the Insured. The Policy has two death benefit options. The Policy owner elects a
death benefit option on the application. Under Option A, the death benefit is
the Specified Amount stated in the Policy Specifications. Under Option B, the
death benefit is the Specified Amount stated in the Policy Specifications plus
the Cash Value. The death benefit is never less than the multiple of Cash Value
specified in Appendix A. The death benefit payable is reduced by any Debt. (See
"Policy Benefits and Rights--Death Benefits," page 15.)


PREMIUMS


     The amount and frequency of premium payments are flexible. You specify a
Planned Premium on the application. However, you are not required to make the
Planned Premiums, and, subject to certain restrictions, may make premium
payments in any amount and at any frequency. The amount, frequency, and period
of time over which you pay premiums affects whether the Policy will be
classified as a modified endowment contract. The minimum monthly premium payment
is $50. Other minimums apply for other payment modes.


                                        3
<PAGE>   9


     Payment of the Planned Premium does not guarantee that a Policy remains in
force. Instead, Surrender Value must be sufficient to cover all Policy charges
for the Policy to remain in force. A Policy will remain in force during the
guarantee period if premiums paid, less withdrawals and Debt, equal or exceed
the sum of the guarantee premiums. (See "The Policy--Premiums," page 13.)


THE SEPARATE ACCOUNT


     ALLOCATION OF PREMIUMS. The portion of the premium available for allocation
equals the premium paid less applicable charges. You indicate in the application
the percentages of premium to be allocated among the Subaccounts of the Separate
Account and the Fixed Account. The Policy currently offers thirty-one
Subaccounts, each of which invests in shares of a designated Portfolio.



     The initial premium, minus applicable charges, is allocated to the Kemper
Money Market Subaccount on the day after receipt. On the Trade Date, the
Separate Account Value in the Kemper Money Market Subaccount is allocated among
the Subaccounts and the Fixed Account in accordance with your instructions in
the application. (See "The Policy--Policy Issue," page 13.)



     TRANSFERS. You may transfer Separate Account Value among the Subaccounts
and into the Fixed Account once every fifteen days. One annual transfer is
permitted from the Fixed Account to the Subaccounts. (See "The
Policy--Allocation of Premiums and Separate Account Value," page 13.)


THE FUNDS


     The following Portfolios of The Alger American Fund are currently available
for investment by the Separate Account:


          - ALGER AMERICAN BALANCED

          - ALGER AMERICAN GROWTH

          - ALGER AMERICAN INCOME & GROWTH

          - ALGER AMERICAN MIDCAP GROWTH

     The Dreyfus Socially Responsible Growth Fund, Inc. is currently available
for investment by the Separate Account.

     Dreyfus Life & Annuity Index Fund, d/b/a Dreyfus Stock Index Fund
(hereinafter "Dreyfus Stock Index Fund") is currently available for investment
by the Separate Account.


     The following Portfolios of the Dreyfus Variable Investment Fund are
currently available for investment by the Separate Account:



          - DREYFUS VIF - APPRECIATION (FORMERLY CAPITAL APPRECIATION)



          - DREYFUS VIF - SMALL CAP



     Class 2 Shares of the following Portfolios of the Franklin Templeton
Variable Insurance Products Trust are currently available for investment by the
Separate Account:



          - TEMPLETON ASSET STRATEGY (FORMERLY TEMPLETON ASSET ALLOCATION)



          - TEMPLETON GLOBAL INCOME SECURITIES (FORMERLY TEMPLETON BOND)



          - TEMPLETON DEVELOPING MARKETS SECURITIES (FORMERLY TEMPLETON
            DEVELOPING MARKETS)



          - TEMPLETON INTERNATIONAL SECURITIES (FORMERLY TEMPLETON
            INTERNATIONAL)



     Initial Class Shares of the following Portfolios of the Fidelity Variable
Insurance Products Fund are currently available for investment by the Separate
Account:


          - FIDELITY VIP EQUITY-INCOME

          - FIDELITY VIP GROWTH

          - FIDELITY VIP HIGH INCOME

          - FIDELITY VIP OVERSEAS

                                        4
<PAGE>   10


     The following Portfolios of the Janus Aspen Series are currently available
for investment by the Separate Account:


          - JANUS ASPEN AGGRESSIVE GROWTH

          - JANUS ASPEN BALANCED

          - JANUS ASPEN FLEXIBLE INCOME

          - JANUS ASPEN GROWTH

          - JANUS ASPEN INTERNATIONAL GROWTH

          - JANUS ASPEN WORLDWIDE GROWTH


     Class A Shares of the following Portfolios of the Scudder Variable Life
Investment Fund are currently available for investment by the Separate Account:


          - SCUDDER VLIF CAPITAL GROWTH

          - SCUDDER VLIF GROWTH AND INCOME

          - SCUDDER VLIF INTERNATIONAL


     The following Portfolios of the Kemper Variable Series are currently
available for investment by the Separate Account:


          - KEMPER GOVERNMENT SECURITIES

          - KEMPER INVESTMENT GRADE BOND

          - KEMPER MONEY MARKET

          - KEMPER SMALL CAP GROWTH

          - KEMPER TOTAL RETURN

          - KEMPER VALUE+GROWTH


     For a more detailed description of the Funds, see "The Funds," page 9, the
Funds' prospectuses accompanying this Prospectus, and Statements of Additional
Information available from us upon request.


                               FEES AND EXPENSES


     The following tables are designed to help you understand the fees and
expenses that you bear, directly or indirectly, as a Policy Owner. The first
table describes the Policy charges and deductions you directly bear under the
Policy. The second table describes the fees and expenses of the Portfolios that
you bear indirectly when you purchase a Policy. Expenses of the Portfolios are
not fixed or specified under the terms of the Policy, and actual expenses may
vary. (See "Charges and Deductions", beginning on page 19.)


                                        5
<PAGE>   11


                         POLICY CHARGES AND DEDUCTIONS


CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT:


<TABLE>
<S>                                                               <C>
Mortality and Expense Risk Charge:                                CURRENT: .60% of average daily assets for
                                                                  first ten Policy Years; .40% for Policy
                                                                  Years eleven through twenty; and .20% for
                                                                  Policy Year twenty-one and thereafter
                                                                  GUARANTEED: .60% for all Policy Years
Federal Income Tax Charge:                                        Currently none(1)

CHARGES DEDUCTED FROM THE CASH VALUE (DEDUCTED MONTHLY):
Cost of Insurance Charge(2):                                      CURRENT: Ranges from $0.05668 per month per
                                                                  $1,000 of net amount at risk to $36.32850
                                                                  per month per $1,000 of net amount at
                                                                  risk(3)
                                                                  GUARANTEED: Ranges from $0.05668 per month
                                                                  per $1,000 of net amount at risk to
                                                                  $83.33333 per month per $1,000 of net amount
                                                                  at risk(3)
Administrative Expense Charge:                                    $10 monthly in Policy Year one; currently $6
                                                                  monthly in Policy Years two and thereafter,
                                                                  with a $7.50 maximum monthly charge
                                                                  guaranteed
Tax Charge:                                                       2.5% from each premium payment for state and
                                                                  local taxes(4)
                                                                  1% from each premium payment for corporate
                                                                  income tax liability(4)
Sales Load:                                                       2.5% from each premium payment(4)
Systematic Withdrawal Charge:                                     $50 for the initial set-up plus $25 each
                                                                  time a change is made to the plan
TRANSACTION CHARGES:
Transfer Fee:                                                     $25 per transfer in excess of twelve
                                                                  transfers in a single Policy Year(5)
Maximum Partial Withdrawal Charge:                                $25 per partial withdrawal after the first
                                                                  partial withdrawal in a single Policy
                                                                  Year(6)
Maximum Surrender Charge(7):                                      100% of the target premium as shown in
                                                                  Appendix B
</TABLE>


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


(1) We currently do not assess a charge for federal income taxes that may be
    attributed to the operations of the Separate Account. We reserve the right
    to do so in the future. (See "Charges and Deductions," beginning on page
    19.)



(2) The current cost of insurance charge will never exceed the guaranteed cost
    of insurance charge shown in the Policy Specifications. The net amount at
    risk equals the death benefit divided by 1.0024663, minus Cash Value. (See
    "Charges and Deductions--Cost of Insurance Charge," page 20.)


(3) Current and guaranteed cost of insurance charges are based on the issue age
    (or attained age following an increase in Specified Amount), sex, Insured's
    rate class, and Policy Year.

(4) Before net premiums are allocated.

(5) Except there will be no transfer charge for transfers related to Automatic
    Asset Reallocation and Dollar Cost Averaging.

(6) Except there will be no partial withdrawal charge for withdrawals taken
    under the Systematic Withdrawal Plan.

(7) We deduct a surrender charge if the Policy is surrendered or the Cash Value
    is applied under a Settlement Option prior to the eleventh Policy Year (or
    the eleventh Policy Year following an increase in Specified Amount).

                                        6
<PAGE>   12


                               PORTFOLIO EXPENSES


 (As a percentage of average net assets for the period ended December 31, 1999)

        (total expense figures shown are after fee waivers or reductions
                          and expense reimbursements)


<TABLE>
<CAPTION>
                                                                     12B-1   TOTAL PORTFOLIO   TOTAL PORTFOLIO
                    PORTFOLIO                      MANAGEMENT FEES   FEES    OTHER EXPENSES    ANNUAL EXPENSES
                    ---------                      ---------------   -----   ---------------   ---------------
<S>                                                <C>               <C>     <C>               <C>
Alger American Balanced..........................       0.75%                     0.18%             0.93%
Alger American Growth............................       0.75%                     0.04%             0.79%
Alger American Income & Growth...................      0.625%                    0.075%             0.70%
Alger American MidCap Growth.....................       0.80%                     0.05%             0.85%
The Dreyfus Socially Responsible Growth Fund,
  Inc. ..........................................       0.75%                     0.04%             0.79%
Dreyfus Stock Index Fund.........................       0.25%                     0.01%             0.26%
Dreyfus VIF-Appreciation.........................       0.75%                     0.03%             0.78%
Dreyfus VIF-Small Cap............................       0.75%                     0.03%             0.78%
Templeton Asset Strategy(1)(3)...................       0.60%        0.25%        0.18%             1.03%
Templeton Global Income Securities(1)(2)(4)......       0.60%        0.25%        0.05%             0.90%
Templeton Developing Markets Securities(1)(5)....       1.25%        0.25%        0.31%             1.81%
Templeton International Securities(1)(6).........       0.69%        0.25%        0.19%             1.13%
Fidelity VIP Equity-Income(8)....................       0.48%                     0.08%             0.56%
Fidelity VIP Growth(8)...........................       0.58%                     0.07%             0.65%
Fidelity VIP High Income.........................       0.58%                     0.11%             0.69%
Fidelity VIP Overseas(8).........................       0.73%                     0.14%             0.87%
Janus Aspen Aggressive Growth(9).................       0.65%                     0.02%             0.67%
Janus Aspen Balanced(9)..........................       0.65%                     0.02%             0.67%
Janus Aspen Flexible Income......................       0.65%                     0.07%             0.72%
Janus Aspen Growth(9)............................       0.65%                     0.02%             0.67%
Janus Aspen International Growth(9)..............       0.65%                     0.11%             0.76%
Janus Aspen Worldwide Growth(9)..................       0.65%                     0.05%             0.70%
Scudder VLIF Capital Growth......................       0.46%                     0.03%             0.49%
Scudder VLIF Growth and Income...................       0.47%                     0.08%             0.55%
Scudder VLIF International.......................       0.85%                     0.18%             1.03%
Kemper Government Securities.....................       0.55%                     0.08%             0.63%
Kemper Investment Grade Bond(7)..................       0.60%                     0.05%             0.65%
Kemper Money Market..............................       0.50%                     0.04%             0.54%
Kemper Small Cap Growth..........................       0.65%                     0.06%             0.71%
Kemper Total Return..............................       0.55%                     0.06%             0.61%
Kemper Value + Growth(7).........................       0.75%                     0.08%             0.83%
</TABLE>


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

(1) The Portfolio's Class 2 distribution plan or "Rule 12b-1 Plan" is described
    in the Portfolio's prospectus.



(2) The Portfolio's administration fee is paid indirectly through the management
    fee.



(3) On February 8, 2000, Portfolio shareholders approved a merger and
    reorganization that combined the Portfolio with Templeton Global Asset
    Allocation Fund, effective May 1, 2000. The shareholders of that fund had
    approved new management fees, which apply to the combined fund effective May
    1, 2000. The table shows restated total expenses based on the new fees and
    the assets of the Portfolio as of December 31, 1999, and not the assets of
    the combined fund. However, if the table reflected both the new fees and the
    combined assets, the Portfolio's expenses after May 1, 2000 would be
    estimated as: Management Fees 0.60%, 12b-1 Fees 0.25%, Total Portfolio Other
    Expenses 0.14%, and Total Portfolio Annual Expenses 0.99%.



(4) On February 8, 2000, a merger and reorganization was approved that combined
    the Portfolio with a similar fund of Templeton Variable Products Series
    Fund, effective May 1, 2000. The table shows total expenses based on the
    Portfolio's assets as of December 31, 1999, and not assets of the combined
    fund. However, if the table reflected combined assets, the Portfolio's
    expenses after May 1, 2000 would be estimated as: Management Fees 0.60%,
    12b-1 Fees 0.25%, Total Portfolio Other Expenses 0.04%, and Total Portfolio
    Annual Expenses 0.89%.



(5) On February 8, 2000, Portfolio shareholders approved a merger and
    reorganization that combined the Portfolio with the Templeton Developing
    Markets Equity Fund, effective May 1, 2000. The shareholders of that fund
    had approved new management fees, which apply to the combined fund effective
    May 1, 2000. The table shows restated total expenses based on the new fees
    and the assets of the Portfolio as of December 31, 1999, and not


                                        7
<PAGE>   13


the assets of the combined fund. However, if the table reflected both the new
fees and the combined assets, the Portfolio's expenses after May 1, 2000 would
be estimated as: Management Fees 1.25%, 12b-1 Fees 0.25%, Total Portfolio Other
     Expenses 0.29%, and Total Portfolio Annual Expenses 1.79%.



(6) On February 8, 2000, shareholders approved a merger and reorganization that
    combined the Portfolio with the Templeton International Equity Fund,
    effective May 1, 2000. The shareholders of that fund had approved new
    management fees, which apply to the combined fund effective May 1, 2000. The
    table shows restated total expenses based on the new fees and the assets of
    the Portfolio as of December 31, 1999, and not the assets of the combined
    fund. However, if the table reflected both the new fees and the combined
    assets, the Portfolio's expenses after May 1, 2000 would be estimated as:
    Management Fees 0.65%, 12b-1 Fees 0.25%, Total Portfolio Other Expenses
    0.20%, and Total Portfolio Annual Expenses 1.10%.



(7) Pursuant to their respective agreements with Kemper Variable Series, the
    investment manager and the accounting agent have agreed, for the one year
    period commencing on May 1, 2000 to limit their respective fees and to
    reimburse other expenses to the extent necessary to limit total operating
    expenses of the following described Portfolios to the amounts set forth
    after the Portfolio names: Kemper Value+Growth Portfolio (.84%) and Kemper
    Investment Grade Bond Portfolio (.80%). The amounts set forth in the table
    above reflect actual expenses for the past fiscal year, which were at or
    lower than these expense limits.



(8) A portion of the brokerage commissions that certain Portfolios pay was used
    to reduce expenses. In addition, certain Portfolios have entered into
    arrangements with their custodian whereby credits realized as a result of
    uninvested cash balances were used to reduce a portion of Portfolio
    expenses. Without these reductions, Management Fees, Total Portfolio Other
    Expenses and Total Portfolio Annual Expenses would have been .48%, .09% and
    .57%, respectively, for Fidelity VIP Equity-Income Portfolio; .58%, .08% and
    .66%, respectively, for the Fidelity VIP Growth Portfolio; and .73%, .18%
    and .91%, respectively, for the Fidelity VIP Overseas Portfolio.



(9) Expenses are based upon expenses for the fiscal year ended December 31,
    1999, restated to reflect a reduction in the management fee for Janus Aspen
    Aggressive Growth, Janus Aspen Balanced, Janus Aspen Growth, Janus Aspen
    International Growth and Janus Aspen Worldwide Growth Portfolios. All
    expenses are shown without the effect of any expense offset arrangements.


TAX TREATMENT UNDER CURRENT FEDERAL TAX LAW

     Under existing tax law, any increase in Cash Value is generally not taxable
until a distribution occurs through a withdrawal or surrender. Generally,
distributions are not included in income until the amount of the distributions
exceeds the premiums paid for the Policy. If the Policy is a modified endowment
contract, a loan is also treated as a distribution. Generally, distributions
from a modified endowment contract (including loans) are included in income to
the extent the Cash Value exceeds premiums paid. A change of Owners, an
assignment, a loan or a surrender of the Policy may have tax consequences.

     Death Benefits payable under the Policy are generally excludable from the
gross income of the Beneficiary. As a result, the Beneficiary would not be
subject to income tax on the Death Benefit. (See "Federal Tax Matters," page
25.)

FREE-LOOK PERIOD

     You may examine a Policy and return it for a refund during the Free-Look
Period. The length of the Free-Look Period depends on the state where the Policy
is issued; however, it will be at least 10 days from the date you receive the
Policy. (See "Policy Benefits and Rights--Free-Look Period and Exchange Rights,"
page 19.)

ILLUSTRATIONS OF CASH VALUE, SURRENDER VALUE, DEATH BENEFIT

     Tables in Exhibit 9 to the registration statement illustrate Cash Value,
Surrender Value and Death Benefits. These illustrations are based on Policy
charges and hypothetical assumed rates of return for the Separate Account. The
Separate Account's investment experience will differ, and the actual Policy
values will be higher or lower than those illustrated.

     Upon request, we will provide a free, personalized illustration reflecting
the proposed Insured's age, underwriting classification, and sex (where
applicable). Otherwise, a personalized illustration uses the same methodology as
those appearing in Exhibit 9 to the registration statement.

                                        8
<PAGE>   14


                        KILICO AND THE SEPARATE ACCOUNT


KEMPER INVESTORS LIFE INSURANCE COMPANY


     We were organized under the laws of the State of Illinois in 1947 as a
stock life insurance company. Our offices are located at 1 Kemper Drive, Long
Grove, Illinois 60049. We offer life insurance and annuity products and are
admitted to do business in the District of Columbia and all states except New
York. We are a wholly-owned subsidiary of Kemper Corporation, a nonoperating
holding company. KILICO and Kemper Corporation are wholly-owned subsidiaries of
Zurich Financial Services ("ZFS"). ZFS is owned by Zurich Allied A.G. and Allied
Zurich p.l.c. fifty-seven percent and forty-three percent, respectively.



SEPARATE ACCOUNT


     KILICO Variable Separate Account (the "Separate Account") was established
as a separate investment account on January 22, 1987. The Separate Account
receives and invests net premiums under the Policy. In addition, the Separate
Account receives and invests net premiums for other variable life insurance
policies offered by KILICO.

     The Separate Account is administered and accounted for as part of our
general business. The income, capital gains or capital losses of the Separate
Account are credited to or charged against Separate Account assets, without
regard to the income, capital gains or capital losses of any other separate
account or any other business we conduct. The Policy benefits are our
obligations.

     The Separate Account is registered with the Securities and Exchange
Commission ("Commission") as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act"). However, the Commission does not supervise
the management, investment practices or policies of the Separate Account or
KILICO.

     The Policy currently offers thirty-one Subaccounts. Additional Subaccounts
may be added in the future. Not all Subaccounts may be available in all
jurisdictions or under all Policies.

                                   THE FUNDS


     The Separate Account invests in shares of The Alger American Fund, The
Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock Index Fund,
Dreyfus Variable Investment Fund, Franklin Templeton Variable Insurance Products
Trust, Fidelity Variable Insurance Products Fund, Janus Aspen Series, Scudder
Variable Life Investment Fund and Kemper Variable Series. (Effective May 1,
2000, the funds of Templeton Variable Products Series Fund merged into similar
corresponding funds of Franklin Templeton Variable Insurance Products Trust.)



     The Commission does not supervise the Funds' management, investment
practices or policies. The Funds provide investment vehicles for variable life
insurance and variable annuity contracts. Shares of the Funds currently are sold
only to insurance company separate accounts and certain qualified retirement
plans. In addition to the Separate Account, shares of the Funds may be sold to
variable life insurance and variable annuity separate accounts of insurance
companies not affiliated with KILICO. It is conceivable that in the future it
may be disadvantageous for variable life insurance separate accounts of
companies unaffiliated with KILICO, or for variable life insurance separate
accounts, variable annuity separate accounts and qualified retirement plans to
invest simultaneously in the Funds. Currently, we do not foresee disadvantages
to variable life insurance owners, variable annuity owners or qualified
retirement plans. The Funds have an obligation to monitor events for material
conflicts between owners and determine what action, if any, should be taken. In
addition, if we believe that a Fund's response to any of those events or
conflicts insufficiently protects Owners, we will take appropriate action on our
own.


     A Fund may consist of separate portfolios. The assets of each portfolio are
held separate from the assets of the other portfolios, and each portfolio has
its own distinct investment objective and policies. Each portfolio operates as a
separate investment fund, and the income, gains or losses of one portfolio
generally have no effect on the investment performance of any other portfolio.


THE ALGER AMERICAN FUND



     The Alger American Fund Portfolios in which the Separate Account invests
are summarized below:


     ALGER AMERICAN BALANCED: This Portfolio seeks current income and long-term
capital appreciation.

     ALGER AMERICAN GROWTH: This Portfolio seeks long-term capital appreciation.

                                        9
<PAGE>   15

     ALGER AMERICAN INCOME & GROWTH: This Portfolio primarily seeks to provide a
high level of dividend income; its secondary goal is to provide capital
appreciation.

     ALGER AMERICAN MIDCAP GROWTH: This Portfolio seeks long-term capital
appreciation.

     Fred Alger Management, Inc. is the investment adviser to each Portfolio of
The Alger American Fund specified above.


THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.


     This Fund seeks to provide capital growth, with current income as a
secondary goal. To pursue these goals, the Fund invests primarily in the common
stock of companies that, in the opinion of the Fund's management, meet
traditional investment standards and conduct their business in a manner that
contributes to the enhancement of the quality of life in America.

     The Dreyfus Corporation serves as the investment adviser, and NCM Capital
Management Group, Inc. is the sub-adviser, for this Fund.

DREYFUS STOCK INDEX FUND

     This Fund seeks to match the total return of the Standard & Poor's
Composite Stock Price Index.

     The Dreyfus Corporation serves as the investment adviser for this Fund.

DREYFUS VARIABLE INVESTMENT FUND


     The Dreyfus Variable Investment Fund Portfolios in which the Separate
Account invests are summarized below:



     DREYFUS VIF-APPRECIATION (FORMERLY CAPITAL APPRECIATION): This Portfolio
seeks long-term capital growth consistent with the preservation of capital;
current income is a secondary goal.



     DREYFUS VIF-SMALL CAP: This Portfolio seeks to maximize capital
appreciation.



     The Dreyfus Corporation serves as the investment adviser to each Portfolio
of the Dreyfus Variable Investment Fund specified above. Fayez Sarofim & Co.
serves as the sub-adviser for the Dreyfus VIF-Appreciation Portfolio.



FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST



     The Franklin Templeton Variable Insurance Products Trust Portfolios in
which the Separate Account invests are summarized below:


     TEMPLETON ASSET STRATEGY (FORMERLY TEMPLETON ASSET ALLOCATION) (CLASS 2
SHARES): This Portfolio seeks high total return.

     TEMPLETON GLOBAL INCOME SECURITIES (FORMERLY TEMPLETON BOND) (CLASS 2
SHARES): This Portfolio seeks high current income. Capital appreciation is a
secondary consideration.


     TEMPLETON DEVELOPING MARKETS SECURITIES (FORMERLY TEMPLETON DEVELOPING
MARKETS) (CLASS 2 SHARES): This Portfolio seeks long-term capital appreciation.
The Portfolio primarily invests in emerging market equity securities.


     TEMPLETON INTERNATIONAL SECURITIES (FORMERLY TEMPLETON INTERNATIONAL)
(CLASS 2 SHARES): This Portfolio seeks long-term capital growth.


     Templeton Investment Counsel, Inc. is the investment adviser for the
Templeton Asset Strategy Fund, the Templeton Global Income Securities Fund and
the Templeton International Securities Fund. Templeton Asset Management Ltd. is
the investment manager for the Templeton Developing Markets Securities Fund.



FIDELITY VARIABLE INSURANCE PRODUCTS FUND



     The Fidelity Variable Insurance Products Fund Portfolios in which the
Separate Account invests are summarized below:


     FIDELITY VIP EQUITY-INCOME (INITIAL CLASS): This Portfolio seeks reasonable
income.

     FIDELITY VIP GROWTH (INITIAL CLASS): This Portfolio seeks capital
appreciation.

                                       10
<PAGE>   16

     FIDELITY VIP HIGH INCOME (INITIAL CLASS): This Portfolio seeks a high level
of current income while also considering growth of capital.

     FIDELITY VIP OVERSEAS (INITIAL CLASS): This Portfolio seeks long-term
growth of capital.


     Fidelity Management & Research Company (FMR) is the investment adviser for
the available Portfolios of the Fidelity Variable Insurance Products Fund.
Fidelity Management & Research (U.K.) Inc. (FMR U.K.), in London, England, and
Fidelity Management & Research Far East Inc. (FMR Far East), in Tokyo, Japan,
each serve as sub-advisers to the Fidelity VIP High Income Portfolio and the
Fidelity VIP Overseas Portfolio. Fidelity International Investment Advisors
(U.K.) Limited (FIIA (U.K.) L), in London, England, also serves as sub-adviser
to the Fidelity VIP Overseas Portfolio.


JANUS ASPEN SERIES


     The Janus Aspen Series Portfolios in which the Separate Account invests are
summarized below:


     JANUS ASPEN AGGRESSIVE GROWTH: This Portfolio seeks long-term growth of
capital.

     JANUS ASPEN BALANCED: This Portfolio seeks long-term capital growth,
consistent with preservation of capital and balanced by current income.

     JANUS ASPEN FLEXIBLE INCOME: This Portfolio seeks to obtain maximum total
return consistent with preservation of capital.

     JANUS ASPEN GROWTH: This Portfolio seeks long-term growth of capital in a
manner consistent with the preservation of capital.

     JANUS ASPEN INTERNATIONAL GROWTH: This Portfolio seeks long-term growth of
capital.

     JANUS ASPEN WORLDWIDE GROWTH: This Portfolio seeks long-term growth of
capital in a manner consistent with the preservation of capital.


     Janus Capital Corporation serves as the investment adviser for the six
available Portfolios of the Janus Aspen Series.



SCUDDER VARIABLE LIFE INVESTMENT FUND



     The Scudder Variable Life Investment Fund Portfolios in which the Separate
Account invests are summarized below:



     SCUDDER VLIF CAPITAL GROWTH (A SHARES): This Portfolio seeks to maximize
long-term capital growth through a broad and flexible investment program.



     SCUDDER VLIF GROWTH AND INCOME (A SHARES): This Portfolio seeks long-term
growth of capital, current income and growth of income.



     SCUDDER VLIF INTERNATIONAL (A SHARES): This Portfolio seeks long-term
growth of capital primarily through diversified holdings of marketable foreign
equity investments.



     Scudder Kemper Investments, Inc., our affiliate, is the investment adviser
of each Portfolio of the Scudder Variable Life Investment Fund specified above.


KEMPER VARIABLE SERIES


     The Kemper Variable Series Portfolios in which the Separate Account invests
are summarized below:


     KEMPER GOVERNMENT SECURITIES: This Portfolio seeks high current return
consistent with preservation of capital.

     KEMPER INVESTMENT GRADE BOND: This Portfolio seeks high current income.

     KEMPER MONEY MARKET: This Portfolio seeks maximum current income to the
extent consistent with stability of principal from a portfolio of high quality
money market instruments. The Portfolio seeks to maintain a net asset value of
$1.00 per share but there can be no assurance that the Portfolio will be able to
do so.

     KEMPER SMALL CAP GROWTH: This Portfolio seeks maximum appreciation of
investors' capital.

     KEMPER TOTAL RETURN: This Portfolio seeks a high total return, a
combination of income and capital appreciation, consistent with reasonable risk.

                                       11
<PAGE>   17

     KEMPER VALUE+GROWTH: This Portfolio seeks growth of capital. A secondary
objective of the Portfolio is the reduction of risk over a full market cycle
compared to a portfolio of only growth stocks or only value stocks.

     Scudder Kemper Investments, Inc. is the investment manager to each
Portfolio of the Kemper Variable Series specified above.

     The Portfolios may not achieve their stated objectives. More detailed
information, including a description of risks involved in investing in the
Portfolios, is found in the Funds' prospectuses and Statements of Additional
Information. The Funds' prospectuses accompany this Prospectus. The Funds'
Statements of Additional Information are available from us upon request.

CHANGE OF INVESTMENTS


     We reserve the right to make additions to, deletions from, or substitutions
for the shares held by the Separate Account or that the Separate Account may
purchase. We reserve the right to eliminate the shares of any of the portfolios
and to substitute shares of another portfolio or of another investment company,
if the shares of a portfolio are no longer available for investment, or if in
our judgment further investment in any portfolio becomes inappropriate in view
of the purposes of the Policy or the Separate Account. We may also eliminate or
combine one or more Subaccounts, transfer assets, or substitute one Subaccount
for another Subaccount, if, in our discretion, marketing, tax or investment
conditions warrant. We will not substitute any shares attributable to an Owner's
interest in a Subaccount without notice to the Owner and the Commission's prior
approval, if required. Nothing contained in this Prospectus shall prevent the
Separate Account from purchasing other securities for other series or classes of
policies, or from permitting a conversion between series or classes of policies
on the basis of requests made by Owners.



     We also reserve the right to establish additional Subaccounts of the
Separate Account, each of which would invest in a new portfolio of the Funds, or
in shares of another investment company. New Subaccounts may be established
when, in our sole discretion, marketing needs or investment conditions warrant.
New Subaccounts may be made available to existing Owners as we determine.



     If we deem it to be in the best interests of persons having voting
interests under the Policy, the Separate Account may be:


          - operated as a management company under the 1940 Act;


          - deregistered under the 1940 Act in the event such registration is no
            longer required; or



          - combined with our other separate accounts. To the extent permitted
            by law, we may also transfer assets of the Separate Account to
            another separate account, or to the General Account.


                              FIXED ACCOUNT OPTION


     AMOUNTS ALLOCATED OR TRANSFERRED TO THE FIXED ACCOUNT ARE PART OF OUR
GENERAL ACCOUNT, SUPPORTING INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE
FIXED ACCOUNT ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"),
AND THE FIXED ACCOUNT IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940
ACT. ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY FIXED ACCOUNT INTERESTS
GENERALLY ARE SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS. WE HAVE BEEN
ADVISED THAT THE STAFF OF THE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN
THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT. STATEMENTS REGARDING THE FIXED
ACCOUNT, HOWEVER, MAY BE SUBJECT TO THE GENERAL PROVISIONS OF THE FEDERAL
SECURITIES LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN
PROSPECTUSES.


     Under the Fixed Account Option, we pay a fixed interest rate for stated
periods. This Prospectus describes only the aspects of the Policy involving the
Separate Account, unless we refer to fixed accumulation and settlement options.

     A minimum balance of $500 must remain in the Fixed Account under the Fixed
Account Option. We guarantee the interest rate credited to the Fixed Account
will be at least 3% annually. At our discretion, we may credit interest in
excess of 3%. We reserve the right to change the rate of excess interest
credited. We also reserve the right to declare different rates of excess
interest depending on when amounts are allocated or transferred to the Fixed
Account. As a result, amounts at any designated time may be credited with a
different rate of excess interest than the rate previously credited to such
amounts and to amounts allocated or transferred at any other designated time.

                                       12
<PAGE>   18

                                   THE POLICY

POLICY ISSUE

     Before we issue a Policy, we must receive a completed application and a
full initial premium at our home office. We ordinarily issue a Policy only for
Insureds Age 1 through 80 who supply satisfactory evidence of insurability.
Acceptance of an application is subject to our underwriting requirements. If we
decline an application, we will refund the Cash Value in the Kemper Money Market
Subaccount plus the total amount of monthly deductions and deductions against
premiums.


     After underwriting is complete and the Policy is delivered to you,
insurance coverage begins as of the Policy Date. (See "Premiums," below.)



PREMIUMS


     We must receive premiums at our home office. (See "Distribution of
Policies.") Checks must be made payable to KILICO.


     PLANNED PREMIUMS. You specify a Planned Premium payment on the application
that provides for the payment of level premiums over a specified period of time.
However, you are not required to pay Planned Premiums.



     The minimum monthly premium is $50. Other minimums are: annual $600;
semi-annual $300; and quarterly $150. The amount, frequency and period of time
over which you pay premiums may affect whether the Policy will be classified as
a modified endowment contract. Accordingly, variations from Planned Premiums may
cause the Policy to become a modified endowment contract, and therefore subject
to different tax treatment from conventional life insurance contracts for
certain pre-death distributions (See "Federal Tax Matters".)



     Payment of the Planned Premium does not guarantee that a Policy remains in
force. Instead, the continuation of the Policy depends upon the Policy's Net
Surrender Value. Even if Planned Premiums are paid, the Policy will lapse any
time the Net Surrender Value is insufficient to pay the current monthly
deductions and a grace period expires without sufficient payment. (See "Policy
Lapse and Reinstatement.")



     A guarantee period and a monthly guarantee premium are specified in the
Policy Specifications. The guarantee period ends on the tenth Policy
anniversary. During the guarantee period, the Policy remains in force and no
grace period will begin, provided that the total premiums received, minus any
withdrawals and any Debt, equal or exceed the monthly guarantee premium times
the number of months since the Policy Date, including the current month.


     The full initial premium is the only premium required to be paid under a
Policy. However, additional premiums may be necessary to keep the Policy in
force. (See "The Policy--Policy Lapse and Reinstatement.") We may reject or
limit any premium payment below the current minimum premium amount, or that
would increase the death benefit by more than the amount of the premium. We may
return all or a portion of a premium payment if it would disqualify the Policy
as life insurance under the Internal Revenue Code.

     Certain charges are deducted from each premium payment. (See "Charges and
Deductions.") The remainder of the premium, known as the net premium, is
allocated as described below under "Allocation of Premiums and Separate Account
Value."

     POLICY DATE. The Policy Date is used to determine Policy Years and Monthly
Processing Dates. The Policy Date is the date that insurance coverage takes
effect subject to conditions set forth in the application, including the payment
of initial premium. If this date is the 29th, 30th, or 31st of a month, the
Policy Date will be the first day of the following month.

ALLOCATION OF PREMIUMS AND SEPARATE ACCOUNT VALUE


     ALLOCATION OF PREMIUMS. The initial net premium is allocated to the Kemper
Money Market Subaccount. The Separate Account Value remains in the Kemper Money
Market Subaccount until the Trade Date. On the Trade Date, the Separate Account
Value in the Kemper Money Market Subaccount is allocated to the Subaccounts and
the Fixed Account as specified in the application. Additional premiums received
will be allocated as specified in the application or in later written
instructions received from you. The minimum amount of any premium that may be
allocated to a Subaccount is $50. Cash Value may be allocated to a total of
nineteen Subaccounts at any given time.


                                       13
<PAGE>   19


     The Separate Account Value will vary with the investment experience of the
chosen Subaccounts. You bear the entire investment risk.


     TRANSFERS. After the Trade Date, Separate Account Value may be transferred
among the Subaccounts and into the Fixed Account. These transfers are limited to
one transfer every fifteen days. All transfers made during a business day are
treated as one transfer.

     Fixed Account value may be transferred to one or more Subaccounts. One
transfer of Fixed Account value may be made once each Policy Year in the thirty
day period following the end of a Policy Year.


     Transfer requests must be in writing in a form acceptable to us, or by
telephone authorization under forms we authorize. (See "General
Provisions--Written Notices and Requests.") The minimum partial transfer amount
is $500. No partial transfer may be made if the value of your remaining interest
in a Subaccount or the Fixed Account, from which amounts are to be transferred,
would be less than $500 after the transfer. We may waive these minimums for
reallocations under established third party asset allocation programs. Transfers
are based on the Accumulation Unit values next determined following our receipt
of valid, complete transfer instructions. We may suspend, modify or terminate
the transfer provision. We will charge $25 for each transfer in excess of twelve
transfers per policy year, excluding Automatic Asset Reallocation and Dollar
Cost Averaging transfers. We disclaim all liability if we follow in good faith
instructions given in accordance with our procedures, including requests for
personal identifying information, that are designed to limit unauthorized use of
the privilege. Therefore, you bear the risk of loss in the event of a fraudulent
telephone transfer.



     If you authorize a third party to transact transfers on your behalf, we
will reallocate the Cash Value pursuant to the authorized asset allocation
program. However, we do not offer or participate in any asset allocation program
and we take no responsibility for any third party asset allocation program. We
may suspend or cancel acceptance of a third party's instructions at any time and
may restrict the investment options available for transfer under third party
authorizations.



     AUTOMATIC ASSET REALLOCATION. You may elect to have transfers made
automatically among the Subaccounts on an annual or a quarterly basis so that
Cash Value is reallocated to match the percentage allocations in your predefined
premium allocation elections. Transfers under this program are not subject to
the $500 minimum transfer limitations, limited by the fifteen day transfer
restriction nor subject to the $25 transfer charge. An election to participate
in the automatic asset reallocation program must be in writing on our form and
returned to our home office. There is currently no charge to participate in the
program.


POLICY LAPSE AND REINSTATEMENT

     LAPSE. The Policy will lapse when the Net Surrender Value is insufficient
to cover the current monthly deductions and a grace period expires without a
sufficient payment. (See "Charges and Deductions.")

     The grace period is 61 days. The grace period begins when we send notice
that the Net Surrender Value is insufficient to cover the monthly deductions. If
we do not receive a premium payment or loan repayment during the grace period
sufficient to keep the Policy in force for three months, the Policy will lapse
and terminate without value.

     If payment is received within the grace period, the premium or loan
repayment will be allocated to the Subaccounts and the Fixed Account in
accordance with current allocation instructions. Amounts over and above the
amounts necessary to prevent lapse may be paid as additional premiums, to the
extent permissible. (See "The Policy--Premiums.")


     We will not accept any payment causing the total premium payment to exceed
the maximum payment permitted for life insurance under the guideline premium
limits. However, you may voluntarily repay a portion of Debt to avoid lapse. You
may also combine premium payments with Debt repayments. (See "Federal Tax
Matters.")


     The death benefit payable during the grace period will be the Death Benefit
in effect immediately prior to the grace period, less any Debt and any unpaid
monthly deductions.

     REINSTATEMENT. If a Policy lapses because of insufficient Net Surrender
Value to cover the monthly deductions, and it has not been surrendered for its
Net Surrender Value, it may be reinstated at any time within

                                       14
<PAGE>   20

three years after the date of lapse. Tax consequences may affect the decision to
reinstate. Reinstatement is subject to:

        - receipt of evidence of insurability satisfactory to us;

        - payment of a minimum premium sufficient to cover monthly deductions
          for the grace period and to keep the Policy in force three months; and

        - payment or reinstatement of any Debt which existed at the date of
          termination of coverage.

     The effective date of reinstatement of a Policy is the Monthly Processing
Date that coincides with or next follows the date we approve the application for
reinstatement. Suicide and incontestability provisions apply from the effective
date of reinstatement.


                           POLICY BENEFITS AND RIGHTS


DEATH BENEFITS

     While the Policy is in force (see "Policy Lapse and Reinstatement--Lapse,"
above), the death benefit is based on the death benefit option, the Specified
Amount and the table of death benefit percentages applicable at the time of
death. The death benefit proceeds equal the death benefit minus any Debt and
minus any monthly deductions due during the grace period.


     You select in the application one of two death benefit options: Option A or
Option B. Subject to certain restrictions, you can change the death benefit
option selected. So long as the Policy remains in force, the death benefit under
either option will never be less than the Specified Amount.



     You choose the Specified Amount on the application. The Specified Amount is
stated in the Policy Specifications. The minimum Specified Amount is $100,000.



     OPTION A. Under Option A, the death benefit equals the Specified Amount or,
if greater, the Cash Value (determined as of the end of the Valuation Period
during which the Insured dies) multiplied by a death benefit percentage. The
death benefit percentages vary according to the Insured's age. The death benefit
percentage is 250% for an Insured at Age 40 or under, and it declines for older
Insureds. In setting the death benefit percentages, we seek to ensure that the
Policy will qualify for favorable federal income tax treatment. A table showing
the death benefit percentages is in Appendix A to this Prospectus and in the
Policy.


     OPTION B. Under Option B, the death benefit equals the Specified Amount
plus the Cash Value (determined as of the end of the Valuation Period during
which the Insured dies) or, if greater, the Cash Value multiplied by a death
benefit percentage. The specified percentage is the same as that used in
connection with Option A. The death benefit under Option B always varies as Cash
Value varies.

     EXAMPLES OF OPTIONS A AND B. The following examples demonstrate the
determination of death benefits under Options A and B. The examples show three
Policies--Policies I, II, and III--with the same Specified Amount, but different
Cash Values and assume that the Insured is Age 35 at the time of death and that
there is no outstanding Debt.

<TABLE>
<CAPTION>
                                                   POLICY I    POLICY II    POLICY III
                                                   --------    ---------    ----------
<S>                                                <C>         <C>          <C>
Specified Amount...............................    $100,000    $100,000      $100,000
Cash Value on Date of Death....................    $ 25,000    $ 50,000      $ 75,000
Death Benefit Percentage.......................         250%        250%          250%
Death Benefit Under Option A...................    $100,000    $125,000      $187,500
Death Benefit Under Option B...................    $125,000    $150,000      $187,500
</TABLE>

     Under Option A, the death benefit for Policy I equals $100,000 since the
death benefit is the greater of the Specified Amount ($100,000) or the Cash
Value at the date of death times the death benefit percentage ($25,000 X 250% =
$62,500). For both Policies II and III under Option A, the Cash Value times the
death benefit percentage ($50,000 X 250% = $125,000 for Policy II; $75,000 X
250% = $187,500 for Policy III) is greater than the Specified Amount ($100,000),
so the death benefit equals the higher value. Under Option B, the death benefit
for Policy I equals $125,000 since the death benefit is the greater of Specified
Amount plus Cash Value ($100,000 + $25,000 = $125,000) or the Cash Value times
the death benefit percentage ($25,000 X 250% = $62,500). Similarly, in Policy
II, Specified Amount plus Cash Value ($100,000 + $50,000 = $150,000) is greater
than Cash Value times the death benefit percentage ($50,000 X 250% = $125,000).
In Policy III, the Cash Value

                                       15
<PAGE>   21

times the death benefit percentage ($75,000 X 250% = $187,500) is greater than
the Specified Amount plus Cash Value ($100,000 + $75,000 = $175,000), so the
death benefit equals the higher value.

     All calculations of death benefit are made as of the end of the Valuation
Period during which the Insured dies. Death benefit proceeds may be paid to a
Beneficiary in a lump sum or under the Policy's settlements options.


     Death Benefits ordinarily are paid within seven days after we receive all
required documentation. Payments may be postponed in certain circumstances. (See
"General Provisions--Postponement of Payments".)


CHANGES IN DEATH BENEFIT OPTION


     After the first Policy Year, you may change the death benefit option from
Option A to Option B, or from Option B to Option A. Changes in the death benefit
option may be made in writing once per Policy Year. The effective date of the
change is the next Monthly Processing Date after we accept the change.


     A change in the death benefit from Option A to Option B reduces the
Specified Amount by the amount of the Policy's Cash Value. Therefore, the death
benefit payable under Option B at the time of the change equals the amount
payable under Option A immediately prior to the change. The change in option
affects the determination of the death benefit since the Cash Value will then be
added to the new Specified Amount, and the death benefit then varies with the
Cash Value. We may require evidence of insurability before we accept a change in
the death benefit from Option A to Option B.

     A change in the death benefit from Option B to Option A increases the
Specified Amount by the amount of the Policy's Cash Value. Therefore, the death
benefit payable under Option A at the time of the change equals the amount
payable under Option B immediately prior to the change. However, the change in
option affects the determination of the death benefit since the Cash Value is
not added to the Specified Amount in determining the death benefit. The death
benefit then equals the new Specified Amount (or, if higher, the Cash Value
times the applicable specified percentage).

     A change in death benefit option may affect the future monthly cost of
insurance charge, which varies with the net amount at risk. Generally, net
amount at risk is the amount by which the death benefit exceeds the Cash Value.
(See "Charges and Deductions--Cost of Insurance Charge.") If the death benefit
does not equal the Cash Value times a death benefit percentage under either
Options A or B, changing from Option B to Option A will generally decrease the
future net amount at risk. This would decrease the future cost of insurance
charges. Changing from Option A to Option B generally results in a net amount at
risk that remains level. Such a change, however, results in an increase in the
cost of insurance charges over time, since the cost of insurance rates increase
with the Insured's Age.

CHANGES IN SPECIFIED AMOUNT


     After the first Policy Year, you may increase or decrease the Specified
Amount, subject to our approval. A change in Specified Amount may only be made
once per Policy Year. The minimum change in Specified Amount is $25,000.
Increases are not allowed after the Insured attains age 80. Increasing the
Specified Amount could increase the death benefit. Decreasing the Specified
Amount could decrease the death benefit. The amount of change in the death
benefit will depend, among other things, upon the selected death benefit option
and the degree to which the death benefit exceeds the Specified Amount prior to
the change. Changing the Specified Amount could affect the subsequent level of
death benefit and Policy values. An increase in Specified Amount may increase
the net amount at risk, thereby increasing your cost of insurance charge and the
guarantee premium amount. However, an increase in Specified Amount does not
extend the guarantee period. Conversely, a decrease in Specified Amount may
decrease the net amount at risk, thereby decreasing your cost of insurance
charge. A decrease in Specified Amount will not decrease the guarantee premium.
Decreases in the death benefit may have tax consequences. (See "Federal Tax
Matters.")


     INCREASES. We require additional evidence of insurability for an increase
in Specified Amount.

     DECREASES. Any decrease in Specified Amount is first applied to the most
recent increases successively, then to the original Specified Amount. A decrease
is not permitted if the Specified Amount would fall below the lesser of the
initial Specified Amount or $100,000. If after a decrease in the Specified
Amount, total premiums paid exceed the tax law's premium limitations, we will
refund the amount exceeding the premium limitations. Some or all of the amount
refunded may be subject to tax. (See "Federal Tax Matters.")


     We reserve the right to deny a requested decrease in Specified Amount. The
reasons for denial may include:


          - our determination that the decrease would cause the Policy to fail
            the tax guideline premium limitations, or
                                       16
<PAGE>   22

          - our determination that the decrease would cause the Policy to
            terminate because the distributions from Cash Value required under
            the tax code to effect the decrease exceed Net Surrender Value.


     Requests for change in Specified Amount must be made in writing. The
requested change becomes effective on the Monthly Processing Date on or next
following our acceptance of the request. If the Owner is not the Insured, we
require the Insured's consent.


BENEFITS AT MATURITY


     If the Insured is alive on the Policy Date anniversary nearest the
Insured's 100th birthday, we pay the Owner the Surrender Value of the Policy. On
the Maturity Date, the Policy terminates and we have no further obligations
under the Policy except as provided in the Extended Maturity Option Rider.


CASH VALUE


     Cash Value reflects:



          - the investment experience of the selected Subaccounts,



          - the frequency and amount of premiums paid,



          - transfers between Subaccounts,



          - withdrawals,



          - any Fixed Account or Loan Account values, and



          - Policy charges.



     You may make partial withdrawals of Cash Value or surrender the Policy and
receive the Policy's Net Surrender Value. (See "Surrender Privilege.") The Cash
Value is not guaranteed.



     CALCULATION OF CASH VALUE. Cash Value is the total of:



          - Separate Account Value,



          - Fixed Account value, and



          - Loan Account value.


     Cash Value is determined on each Valuation Date. It is first calculated on
the Policy Date. On that date, the Cash Value equals the initial net premium,
minus the monthly deductions for the first Policy Month. (See "Charges and
Deductions.")


     On any Valuation Date, Separate Account Value in any Subaccount equals:


          (1) Separate Account Value in the Subaccount at the end of the
     preceding Valuation Period times the Investment Experience Factor (defined
     below) for the current Valuation Period; plus

          (2) Any net premiums received and allocated to the Subaccount during
     the current Valuation Period; plus


          (3) Any amounts transferred to the Subaccount during the current
     Valuation Period (from a Subaccount, the Fixed Account or the Loan Account
     for Policy loan repayment (see "Policy Benefits and Rights--Policy
     Loans,")); minus



          (4) The pro rata portion of the monthly cost of insurance charge,
     administrative charge, and any other charges assessed to the Subaccount
     (see "Charges and Deductions--Cost of Insurance Charge"); minus


          (5) Any amounts transferred from the Subaccount during the current
     Valuation Period; minus

          (6) Any amounts withdrawn from the Subaccount during the current
     Valuation Period; minus

          (7) Any amounts loaned from the Subaccount during the current
     Valuation Period.

     There will also be Cash Value in the Loan Account if there is a Policy loan
outstanding. The Loan Account is credited with amounts transferred from
Subaccounts for Policy loans. The Loan Account balance accrues daily interest at
an effective annual rate of 3.00%. (See "Policy Benefits and Rights--Policy
Loans.")

     The Cash Value in the Fixed Account is credited with interest at our
declared annual rate. The annual rate will never be less than 3%.

                                       17
<PAGE>   23

     ACCUMULATION UNIT VALUE. Each Subaccount has its own Accumulation Unit
Value. When net premiums or other amounts are allocated to a Subaccount, units
are purchased based on the Subaccount's Accumulation Unit Value at the end of
the Valuation Period during which the allocation is made. When amounts are
transferred out of, or deducted from, a Subaccount, units are redeemed in a
similar manner.


     For each Subaccount, Accumulation Unit Value was initially set at the same
unit value as the net asset value of a share of the underlying Portfolio. The
Accumulation Unit Value for each subsequent Valuation Period is the Investment
Experience Factor for that Valuation Period times the Accumulation Unit Value
for the preceding Valuation Period. Each Valuation Period has a single
Accumulation Unit Value which applies for each day in the period. The number of
Accumulation Units will not change due to investment experience. The Investment
Experience Factor may be greater or less than one; therefore, the Accumulation
Unit Value may increase or decrease.


     INVESTMENT EXPERIENCE FACTOR. The investment experience of the Separate
Account is calculated by applying the Investment Experience Factor to the
Separate Account Value in each Subaccount during a Valuation Period. Each
Subaccount has its own Investment Experience Factor. The Investment Experience
Factor of a Subaccount for any Valuation Period is determined by dividing (1) by
(2) and subtracting (3) from the result, where:

     (1) is the net result of:

         a. The net asset value per share of the investment held in the
         Subaccount determined at the end of the current Valuation Period; plus

         b. the per share amount of any dividend or capital gain distributions
         made by the investments held in the Subaccount, if the "ex-dividend"
         date occurs during the current Valuation Period; plus or minus

         c. a charge or credit for any taxes reserved for the current Valuation
         Period which we determine have resulted from the investment operations
         of the Subaccount;

     (2) is the net asset value per share of the investment held in the
         Subaccount determined at the end of the preceding Valuation Period;

     (3) is the factor representing the Mortality and Expense Risk Charge. (See
         "Charges and Deductions--Mortality and Expense Risk Charge.")

POLICY LOANS


     After the first Policy Year, you may borrow all or part of the Policy's
maximum loan amount. The maximum loan amount is 90% of Surrender Value. The
amount of any new loan may not exceed the maximum loan amount less Debt on the
date a loan is granted. Loan interest is charged at an effective annual rate of
4.5%.



     PREFERRED LOANS. After the first Policy Year, the Policy Owner may borrow
an amount up to the earnings in the Policy subject to any previous indebtedness.
Interest on a preferred loan is charged at an effective annual rate of 3%.


     The minimum amount of any loan is $500. The loan ordinarily is paid within
seven days after we receive a written loan request, although payments may be
postponed under certain circumstances. (See "Postponement of Payments," and
"Federal Tax Matters.")


     On the date a loan is made, the loan amount is transferred from the
Separate Account and Fixed Account to the Loan Account. Unless you direct
otherwise, the loan amount is deducted from the Subaccounts and the Fixed
Account in proportion to the values that each bears to the total of Separate
Account Value and Fixed Account value at the end of the Valuation Period during
which the request is received.


     Interest not paid when due is added to the loan amount. Unpaid interest is
due upon the earlier of the next Policy Date anniversary or when coverage
ceases. The same interest rates apply to unpaid interest. When interest is added
to the loan amount, we transfer an equal amount from the Separate Account and
the Fixed Account to the Loan Account.

     Cash Value in the Loan Account earns 3.00% annual interest. Such interest
is allocated to the Loan Account.


     LOAN REPAYMENT. All or any portion of a loan may be repaid at any time. You
must specify that the purpose of a payment is loan repayment; otherwise a
payment is treated as premium. At the time of repayment, the Loan Account is
reduced by the repayment amount, adjusted for the difference between interest
charged and interest earned. The net repayment amount is allocated to the
Subaccounts and the Fixed Account, according to your


                                       18
<PAGE>   24

current allocation instructions, at the end of the Valuation Period during which
the repayment is received. These transfers are not limited by the 15 day
transfer restriction.


     EFFECTS OF POLICY LOAN. Policy loans decrease the Net Surrender Value and,
therefore, the amount available to pay Policy charges. If the Net Surrender
Value on the day preceding a Monthly Processing Date is less than the next
monthly deductions we will notify you. (See "General Provisions--Written Notices
and Requests.") The Policy will lapse and terminate without value, unless we
receive a sufficient payment within 61 days of the date notice is sent. (See
"The Policy--Policy Lapse and Reinstatement.")


     EFFECT ON INVESTMENT EXPERIENCE. A Policy Loan affects Cash Value. The
collateral for the outstanding loan (the amount held in the Loan Account) does
not participate in the experience of the Subaccounts or earn current interest in
the Fixed Account. If the interest credited to the Loan Account is more than the
amount that would have been earned in the Subaccounts or the Fixed Account, the
Cash Value will, and the Death Benefit may, be higher as a result of the loan.
Conversely, if the amount credited to the Loan Account is less than would have
been earned in the Subaccounts or the Fixed Account, the Cash Value, as well as
the Death Benefit, may be less.

     TAX TREATMENT. If the Policy is a modified endowment contract, a loan is
treated as a distribution and is includible in income to the extent that Cash
Value exceeds premiums paid. Therefore, a loan may result in federal income tax
and a 10% tax penalty may also apply. (See "Federal Tax Matters.")

SURRENDER PRIVILEGE


     If the Insured is alive, you may surrender the Policy for its Surrender
Value. To surrender the Policy, you must return the Policy to us, along with a
written request. The Net Surrender Value equals Surrender Value, minus any Debt.
The Surrender Value equals the Cash Value minus any applicable surrender charge.
(See "Surrender Charge.")



     PARTIAL WITHDRAWALS. After the first Policy Year, you may withdraw a
portion of Surrender Value. The minimum amount of each withdrawal is $500. The
maximum withdrawal is limited to 10% of Net Surrender Value during the surrender
charge period. We will charge $25 for each partial withdrawal taken in excess of
one per Policy Year, except those withdrawals under the Systematic Withdrawal
Plan. This charge reimburses us for the administrative expense related to the
withdrawal. This charge is deducted after the partial withdrawal amount is
determined. (See "Charges and Deductions.") A withdrawal decreases Cash Value by
the amount of the withdrawal and, if Death Benefit Option A is in effect,
reduces Specified Amount by the amount of the withdrawal.


FREE-LOOK PERIOD AND EXCHANGE RIGHTS


     During the Free-Look Period, you may examine the Policy and return it for a
refund. The time period depends on where the Policy is issued; however, it will
be at least 10 days from the date you receive the Policy, or, 45 days after you
complete the application for insurance, whichever is later. The amount of the
refund is the sum of Cash Value in the Kemper Money Market Subaccount plus the
total amount of monthly deductions and deductions from Premium. This amount will
be at least equal to premiums paid. To receive a refund you should return the
Policy to us or to the agent who sold the Policy.



     At any time during the first two years after the Issue Date, you may
exchange the Policy for a non-variable permanent fixed benefit life insurance
policy then currently offered by us or an affiliate. Evidence of insurability is
not required. The amount of the new policy may be, at your election, either the
initial Death Benefit or the same net amount at risk as the Policy on the
exchange date. All Debt must be repaid and the Policy must be surrendered before
the exchange is made. The new policy will have the same Policy Date and issue
age as the exchanged Policy.


                             CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

     We deduct a sales load of 2.5% from each premium before the net premium is
allocated. Additionally, we deduct a state and local premium tax charge of 2.5%
from each premium payment before net premium is allocated. This charge
reimburses us for paying state premium taxes. We expect to pay an average state
premium tax rate of approximately 2.5%, but the actual premium tax attributable
to a Policy may be more or less. In addition, a charge for federal taxes, equal
to 1% of each premium payment, is deducted to compensate us for higher corporate
income taxes under the Internal Revenue Code.

                                       19
<PAGE>   25


     We expect to recover total premium tax expenses over the life of the
Policies from aggregate tax charges and the unamortized state premium tax charge
portion of the surrender charge. However, the amount of premium taxes differs
from state to state and some states have no premium tax. Accordingly, the amount
of these charges paid under your Policy may be more or less than the premium
taxes we actually pay with respect to your Policy.



COST OF INSURANCE CHARGE


     We deduct a cost of insurance charge monthly from the Subaccounts and the
Fixed Account. This charge covers our anticipated mortality costs. The cost of
insurance charge is deducted monthly in advance and is allocated pro rata among
the Subaccounts and the Fixed Account.

     We deduct the cost of insurance by cancelling units under the Subaccounts
and withdrawing amounts from the Fixed Account on the Policy Date and on each
Monthly Processing Date thereafter. If the Monthly Processing Date falls on a
day other than a Valuation Date, the charge is determined on the next Valuation
Date. The cost of insurance charge is determined by multiplying the monthly cost
of insurance rate (see below) by the "net amount at risk" for each Policy month.
The net amount at risk equals the Death Benefit divided by 1.0024663, minus the
Cash Value on the Monthly Processing Date.

     COST OF INSURANCE RATE. The monthly cost of insurance rates are based on
the issue age, sex, rate class of the Insured and Policy Year. We determine the
monthly cost of insurance rates based on our expectations as to future mortality
experience. Any change in the schedule of rates applies to all individuals of
the same class as the Insured. The cost of insurance rate may never exceed those
shown in the table of guaranteed maximum cost of insurance rates in the Policy.
The guaranteed maximum cost of insurance rates are based on the 1980
Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, Age
Nearest Birthday, published by the National Association of Insurance
Commissioners.

     RATE CLASS. The rate class of an Insured will affect the cost of insurance
rate. We currently place Insureds in preferred rate classes and rate classes
involving a higher mortality risk. The cost of insurance rates for rate classes
involving a higher mortality risk are multiples of the preferred rates. (See
"Charges and Deductions--Cost of Insurance Rate," above.)

MORTALITY AND EXPENSE RISK CHARGE

     We deduct a daily charge, at a current annual rate of .60% for the first
ten Policy Years, .40% for Policy Years eleven through twenty, and .20% for
Policy Years twenty-one and thereafter, from the Subaccounts for mortality and
expense risks we assume. We guarantee an annual rate of .60% for all Policy
Years.

     The mortality and expense risk we assume is that our estimates of longevity
and of the expenses incurred over the life of the Policy will not be correct.

MONTHLY ADMINISTRATIVE CHARGE


     We deduct a monthly administrative expense charge to reimburse us for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Owners. This charge is designed only to
reimburse us for actual administrative expenses. For the first Policy Year, this
charge is $10 per month. In Policy Years two and thereafter it is anticipated
that the charge will be $6 per month, however, should these expenses exceed
those currently assumed, the charge may be increased up to $7.50 per month.


OTHER CHARGES

     SURRENDER CHARGE. We deduct a surrender charge from the Cash Value if the
Policy is surrendered or Cash Value is applied under a settlement option during
the first ten Policy Years. A surrender charge is also assessed during the first
ten Policy Years following an increase in Specified Amount.


     1. The amount of the surrender charge for the initial Specified Amount is
        the product of a. times b. times c. where:


        a. is the initial Specified Amount (in 1,000s);

        b. is the surrender target premium rate as shown in Appendix B; and

        c. is the surrender charge percentage for the applicable Policy Year as
        shown below.

                                       20
<PAGE>   26

     During the ten Policy Years following an increase in Specified Amount, an
additional surrender charge applies. The additional charge is calculated as
described below based on the amount of increase, years commencing on the date of
the increase and surrender target premium associated with the increase.


     2. The amount of the surrender charge for each increase in the Specified
        Amount is the product of a. times b. times c. where:


        a. is the amount of increase in Specified Amount for the base plan (in
        1,000s);

        b. is the surrender target premium rate as shown in Appendix B; and

        c. is the surrender charge percentage for the applicable Policy Year as
        shown below.


     The surrender charge is the sum of the amounts in 1. and 2. above. The
surrender charge is not reduced by any decrease in Specified Amount.


     The applicable surrender target premium rate depends on the Insured's age
at issue, sex, tobacco status, and underwriting rate class. See Appendix B.

SURRENDER CHARGE PERCENTAGES:


<TABLE>
<CAPTION>
Policy Year    Percentages
- -----------    -----------
<S>            <C>
  1-5             100%
   6               80%
   7               60%
   8               45%
   9               30%
  10               15%
  11+               0%
</TABLE>


     PARTIAL WITHDRAWAL CHARGE. We will charge $25 for each partial withdrawal
in a Policy Year after the first withdrawal. This charge reimburses us for the
administrative expenses related to the withdrawal. However, the partial
withdrawal charge does not apply to those under the Systematic Withdrawal Plan.

     TRANSFER CHARGE. We will charge up to $25 for each transfer in excess of
twelve transfers per Policy Year, excluding Automatic Asset Reallocation and
Dollar Cost Averaging transfers. The transfer charge reimburses us for the
administrative expenses related to the transfer.

     TAXES. Currently, no charges are made against the Separate Account for
federal, state or other taxes attributable to the Separate Account. We may,
however, in the future impose charges for income taxes or other taxes
attributable to the Separate Account or the Policy. (See "Federal Tax Matters.")


     CHARGES AGAINST THE FUNDS. Under investment advisory agreements with each
Fund, the investment manager and/or adviser provides investment advisory and/or
management services for the Portfolios. The Funds are responsible for advisory
fees and various other expenses, including 12b-1 distribution fees. Investment
advisory fees and expenses differ with respect to each of the Portfolios. (See
"The Funds.")



     For additional information about the fees and expenses of the Funds, see
"The Funds", page 9, and the Fund prospectuses accompanying this Prospectus, and
Statements of Additional Information available from us upon request.



     The Fund(s) may pay 12b-1 service fees to us or our affiliates for support
or distribution services relating to Fund shares. We may receive compensation
from the investment advisers for administrative services related to the Funds.
This compensation will be consistent with the services rendered or the cost
savings resulting from the arrangement. For more information concerning
investment advisory fees and other charges against the Portfolios, see the
Funds' prospectuses accompanying this Prospectus and Statements of Additional
Information available from us upon request.


     SYSTEMATIC WITHDRAWAL PLAN. An initial charge of $50 is imposed to enter
into a Systematic Withdrawal Plan. In addition, a $25 charge is imposed each
time a change is made to the plan. These charges reimburse us for administrative
expenses of this plan. (See "Systematic Withdrawal Plan.")

     REDUCTION OF CHARGES. We may reduce certain charges and credit additional
amounts in special circumstances that result in lower sales, administrative, or
mortality expenses. For example, special circumstances may

                                       21
<PAGE>   27


exist in connection with group or sponsored arrangements, sales to our existing
policyowners, sales to employees or clients of members of the ZFS group of
companies, or employees and registered representatives (and their families) of
broker-dealers (or their affiliated financial institutions) that have entered
into selling group agreements with Investors Brokerage Services, Inc., the
distributor of the Policies. The amounts of any reductions will reflect the
reduced sales effort and administrative costs resulting from, or the different
mortality experience expected as a result of, the special circumstances.
Reductions will not unfairly discriminate against any person, including the
affected Owners and owners of all other policies funded by the Separate Account.



                               GENERAL PROVISIONS


SETTLEMENT OPTIONS


     You, or the Beneficiary at the death of the Insured if no election by you
is in effect, may elect to have the Death Benefit or Surrender Value paid in a
lump sum or have the amount applied to one of the Settlement Options. Payments
under these options will not be affected by the investment experience of the
Separate Account after proceeds are applied under a Settlement Option. The payee
elects monthly, quarterly, semi-annual or annual payments. The option selected
must result in a payment that at least equals our required minimum in effect
when the option is chosen. If at any time the payments are less than the
minimum, we may increase the period between payments to quarterly, semi-annual
or annual or make the payment in one lump sum.


     Benefit payments are based on Net Surrender Value calculated on the day
preceding the date the first benefit payment is due. The payment will be based
on the Settlement Option elected in accordance with the appropriate settlement
option table.


     OPTION 1--FIXED INSTALLMENT ANNUITY. We pay income for the period and
payment mode elected. The period elected must be at least 5 years, but not more
than 30 years.


     OPTION 2--LIFE ANNUITY. We pay monthly income to the payee during the
payee's lifetime. If this Option is elected, annuity payments terminate
automatically and immediately on the death of the payee without regard to the
number or total amount of payments made. Thus, it is possible for an individual
to receive only one payment if death occurred prior to the date the second
payment was due.

     OPTION 3--LIFE ANNUITY WITH INSTALLMENTS GUARANTEED. We pay monthly income
for the guaranteed period elected and thereafter for the remaining lifetime of
the payee. The available guaranteed periods are 5, 10, 15 or 20 years.

     OPTION 4--JOINT AND SURVIVOR ANNUITY. We pay the full monthly income while
both payees are living. Upon the death of either payee, the income continues
during the lifetime of the surviving payee. The surviving payee's income is
based on the percentage designated (50%, 66 2/3%, 75% or 100%) at election time.
Payments terminate automatically and immediately upon the death of the surviving
payee without regard to the number or total amount of payments received.

     We must consent to any other payment methods.

     The guaranteed monthly payments are based on an interest rate of 2.50% per
year and, where mortality is involved, the "1983 Table a" individual mortality
table developed by the Society of Actuaries, with a 5 year setback.

POSTPONEMENT OF PAYMENTS

     GENERAL. Payment of any amount due upon: (a) Policy termination at the
Maturity Date, (b) surrender of the Policy, (c) payment of any Policy loan, or
(d) death of the Insured, may be postponed whenever:

          (1) The New York Stock Exchange is closed other than customary weekend
     and holiday closings, or trading on the New York Stock Exchange is
     restricted as determined by the Commission;

          (2) The Commission by order permits postponement for the protection of
     owners; or

          (3) An emergency exists, as determined by the Commission, as a result
     of which disposal of securities is not reasonably practicable or it is not
     reasonably practicable to determine the value of the net assets of the
     Separate Account.

     Transfers may also be postponed under these circumstances.

                                       22
<PAGE>   28

     PAYMENT NOT HONORED BY BANK. The portion of any payment due under the
Policy which is derived from any amount paid to us by check or draft may be
postponed until such time as we determine that such instrument has been honored
by the bank upon which it was drawn.

THE CONTRACT


     The Policy, any endorsements, and the application constitute the entire
contract between you and KILICO. All statements made by the Insured or contained
in the application will, in the absence of fraud or misrepresentation, be deemed
representations and not warranties.


     Only the President, the Secretary, or an Assistant Secretary of KILICO is
authorized to change or waive the terms of a Policy. Any change or waiver must
be in writing and signed by one of those persons.

MISSTATEMENT OF AGE OR SEX

     If the age or sex of the Insured is misstated, the Death Benefit will be
adjusted to reflect the correct sex and age.

INCONTESTABILITY

     We may contest the validity of a Policy if any material misrepresentations
are made in the application. However, a Policy will be incontestable after it
has been in force during the lifetime of the Insured for two years from the
Issue Date. A new two year contestability period will apply to increases in
insurance and to reinstatements, beginning with the effective date of the
increase or reinstatement.

SUICIDE

     Suicide by the Insured, while sane or insane, within two years from the
Issue Date (or within two years following an increase in Specified Amount) is a
risk not assumed under the Policy. Our liability for such suicide is limited to
the premiums paid less any withdrawals and Debt. When the laws of the state in
which a Policy is delivered require less than a two year period, the period or
amount paid will be as stated in such laws.

ASSIGNMENT


     No Policy assignment is binding on us until we receive it. We assume no
responsibility for the validity of the assignment. Any claim under an assignment
is subject to proof of the extent of the assignee's interest. If the Policy is
assigned, your rights and the rights of the Beneficiary are subject to the
rights of the assignee of record.


NONPARTICIPATING

     The Policy does not pay dividends. It does not participate in any of
KILICO's surplus or earnings.

OWNER AND BENEFICIARY


     You may designate a new Owner while the Insured is alive.



     You designate primary and secondary Beneficiaries in the application. We
rely upon the latest filed change of beneficiary. If the Insured dies, and no
designated Beneficiary is alive at that time, we will pay the Insured's estate.
The interest of any Beneficiary may be subject to that of an assignee.



     In order to change the Owner or a designated Beneficiary, you must sign our
form. The change is effective when you sign the form, but we are not liable for
payments made or actions taken before we receive the signed form.



RECORDS AND REPORTS



     We keep the Separate Account records. We send you, at your last known
address of record, an annual report showing:



<TABLE>
        <S>                                      <C>
        - Death Benefit                          - partial withdrawals
        - Accumulation Unit Value                - transfers
        - Cash Value                             - Policy loans and repayments
        - Surrender Value                        - Policy changes
        - additional premium payments
</TABLE>


                                       23
<PAGE>   29


     We also send you confirmations and acknowledgments of various transactions,
as well as annual and semi-annual Fund reports.


WRITTEN NOTICES AND REQUESTS


     Send written notices or requests to our home office: Kemper Investors Life
Insurance Company, Customer Service, 1 Kemper Drive, Long Grove, Illinois 60049.
Please include the Policy number and the Insured's full name. We send notices to
your address shown in the application unless an address change is filed with us.


OPTIONAL INSURANCE BENEFITS

     The following optional insurance benefits are available by rider at the
time of application:


        - waiver of premium due to Insured's total disability,



        - term insurance on the Insured's dependent children,



        - acceleration of a portion of the death benefit due to Insured's
          terminal illness,



        - other insured rider, and



        - extended maturity rider.


     The cost of these benefits is added to the monthly deduction. These
benefits and restrictions are described in the Rider. We provide samples of
these provisions upon written request.

                             DOLLAR COST AVERAGING


     Under our Dollar Cost Averaging program, Cash Value in the Fixed Account,
the Kemper Money Market Subaccount or the Kemper Government Securities
Subaccount ("DCA Subaccount") is automatically transferred monthly to other
Subaccounts and the Fixed Account. You may enroll any time by completing our
Dollar Cost Averaging form. Transfers are made on the tenth day of the month, or
the next business day if the tenth falls on a weekend. We must receive the
enrollment form at least five business days before the transfer date.


     Transfers commence on the first transfer date following the Trade Date. The
minimum transfer amount is $100 per Subaccount or Fixed Account. In order to
enroll, Cash Value in the DCA Subaccount must be at least $10,000. Dollar Cost
Averaging automatically ends if Cash Value in the DCA Subaccount is less than
the amount designated to be transferred. Cash Value remaining in the DCA
Subaccount will be transferred.

     Dollar Cost Averaging ends if:


        - the number of designated monthly transfers has been completed,



        - Cash Value attributable to the DCA Subaccount is insufficient to
          complete the next transfer,



        - we receive your written termination at least five business days before
          the next transfer date, or


        - the Policy is surrendered.

     There is currently no charge to participate in the Dollar Cost Averaging
program. We will give 30 days notice if we amend the Dollar Cost Averaging
program. We may terminate the program at any time.


     You may change Dollar Cost Averaging instructions by completing our
enrollment form. We must receive the enrollment form at least 5 business days
(10 business days for Fixed Account transfers) before the next transfer date.



     To participate in Dollar Cost Averaging, you may have Cash Value in the
Fixed Account and no more than eight non-DCA Subaccounts.


                           SYSTEMATIC WITHDRAWAL PLAN


     We offer a Systematic Withdrawal Plan ("SWP") allowing you to preauthorize
periodic withdrawals after the first Policy Year. You instruct us to withdraw
selected amounts from the Fixed Account, or up to two Subaccounts, on a monthly,
quarterly, semi-annual or annual basis. Your periodic payment must be at least
$500. These periodic payments are partial withdrawals and are subject to
surrender charges. (See "Policy Benefits and Rights--Surrender Privileges".) The
$25 withdrawal charge does not apply. However, we charge $50 to


                                       24
<PAGE>   30


establish an SWP and a $25 charge each time a change is made. These charges
reimburse us for SWP administrative expenses. Periodic payments may be subject
to income taxes, withholding and tax penalties. (See "Federal Tax Matters.") An
SWP application and additional information may be obtained from us or from your
representative. We will give 30 days notice if we amend the SWP. The SWP may be
terminated at any time by you or us.


                            DISTRIBUTION OF POLICIES

     Investors Brokerage Services, Inc. ("IBS") serves as distributor of the
Policies. IBS is located at 1 Kemper Drive, Long Grove, Illinois 60049. IBS is
our wholly-owned subsidiary. It is registered as a broker-dealer under the
Securities Exchange Act of 1934 (the "1934 Act"), and is a member of the
National Association of Securities Dealers, Inc. ("NASD").


     The Policy is sold by licensed insurance representatives who represent us
and who are registered representatives of broker-dealers that are registered
under the 1934 Act and are members of the NASD.


     The maximum sales commission payable to registered representatives is
approximately 70% of premiums up to the commission target premium and 2.5% of
excess premium in the first year and 2.5% of total premium in renewal years two
through five. Beginning in the second Policy Year, a service fee on assets which
have been maintained and serviced may also be paid. In addition, certain
overrides and production and managerial bonuses may be paid. These additional
amounts may constitute a substantial portion of total commissions and fees paid.
Firms to which service fees and commissions may be paid include affiliated
broker-dealers. In addition to the commissions described above, we may pay
additional promotional incentives, in the form of cash or other compensation, to
licensed broker-dealers that sell the Policy. These incentives may be offered to
certain broker-dealers that sell or are expected to sell certain minimums during
specified periods.

     The distribution agreement with IBS provides for indemnification of IBS by
KILICO and the Separate Account for liability arising out of allegedly untrue
statements in, or omissions of material fact from, the prospectus or the
Registration Statement. IBS agrees to indemnify KILICO and the Separate Account
against claims arising from the conduct of IBS or unaffiliated broker-dealers
that sell Policies.


                              FEDERAL TAX MATTERS



INTRODUCTION



     This discussion of the federal income tax treatment of the Policy is not
exhaustive, does not cover all situations, and is not intended as tax advice.
The federal income tax treatment of the Policy is unclear in certain
circumstances, and a qualified tax adviser should always be consulted with
regard to the application of law to individual circumstances. This discussion is
based on the Internal Revenue Code of 1986, as amended ("Code"), Treasury
Department regulations, and interpretations existing on the date of this
Prospectus. These authorities, however, are subject to change by Congress, the
Treasury Department, and the courts.



     This discussion does not address state or local tax consequences, nor
federal estate or gift tax consequences, associated with owning the Policy. IN
ADDITION, WE MAKE NO GUARANTEE REGARDING ANY TAX TREATMENT--FEDERAL, STATE OR
LOCAL--OF ANY POLICY OR OF ANY TRANSACTION INVOLVING A POLICY.



OUR TAX STATUS


     We are taxed as a life insurance company and the operations of the Separate
Account are treated as part of our total operations. The operations of the
Separate Account do not materially affect our federal income tax liability
because we are allowed a deduction to the extent that net investment income of
the Separate Account is applied to increase Cash Value. We may incur state and
local taxes attributable to the Separate Account. At present, these taxes are
not significant. Accordingly, we do not charge or credit the Separate Account
for federal, state or local taxes. However, our federal income taxes are
increased because of the federal tax law's treatment of deferred acquisition
costs. Accordingly, we charge 1% of each premium payment to compensate us for
our higher corporate income tax liability.

     If there is a material change in law, charges or credits may be made to the
Separate Account for taxes or reserves for taxes. These charges or credits are
determined independently of the taxes we actually pay.

                                       25
<PAGE>   31

TAXATION OF LIFE INSURANCE POLICIES


     TAX STATUS OF THE POLICY. The Code establishes a definition of life
insurance which, in part, places limitations on the amount of premiums that may
be paid and the Cash Value that can accumulate relative to the Death Benefit. We
believe the Policy meets this definition. We reserve the right to refund
premiums and earnings thereon, increase the Death Benefit (which may result in
higher Policy charges), or take any other action we deem necessary to ensure the
Policy's compliance with the tax definition of life insurance. The Death Benefit
is generally excludable from the Beneficiary's gross income. Interest and other
income credited are not taxable unless certain withdrawals are made (or are
deemed to be made) from the Policy prior to the Insured's death, as discussed
below. This tax treatment will only apply, however, if (1) the investments of
the Separate Account are "adequately diversified", and (2) we, rather than you,
are considered the owner of the assets of the Separate Account.



     DIVERSIFICATION REQUIREMENTS. The Code prescribes the manner in which the
Separate Account must be "adequately diversified." If the Separate Account fails
to comply with these diversification standards, the Policy will not be treated
as a life insurance contract, and you will be taxed on the income on the
contract (as defined in the tax law). We expect that the Separate Account,
through the Funds, will comply with the prescribed diversification requirements.



     OWNERSHIP TREATMENT. In certain circumstances, variable life insurance
contract owners may be considered the owners of the assets of a segregated asset
account such as the Separate Account. Income and gains from the Separate Account
would then be includible in your gross income. The Internal Revenue Service
("IRS") has stated that a variable contract owner will be considered the owner
of the assets of a separate account if the owner possesses the ability to
exercise investment control over such assets. As of the date of this Prospectus,
no comprehensive guidance has been issued by the IRS clarifying the
circumstances when such investment control by a variable contract owner would
exist. As a result, your right to allocate Cash Values among the Subaccounts may
cause you to be considered the owner of the assets of the Separate Account.



     We do not know what limits may be set forth in any guidance that the IRS
may issue, or whether any such limits will apply to existing Policies. We
therefore reserve the right to modify the Policy as necessary to attempt to
prevent Policy Owners from being considered the owners of the assets of the
Separate Account. However, there is no assurance that such efforts would be
successful.



     The following discussion assumes that the Policy will be treated as a life
insurance contract for tax purposes.



     TAX TREATMENT OF LIFE INSURANCE DEATH BENEFIT PROCEEDS. In general, the
Death Benefit is excludable from the beneficiary's gross income under the Code.
Certain transfers of the Policy, however, may result in a portion of the Death
Benefit being taxable. If the Death Benefit is paid under a Settlement Option,
generally payments will be prorated between the non-taxable Death Benefit and
taxable interest.



     TAX DEFERRAL DURING ACCUMULATION PERIOD. Any increase in Cash Value is
generally not taxable to you unless amounts are received (or are deemed to be
received) from the Policy before the Insured's death. If the Policy is
surrendered, the excess of Cash Value over the "investment in the contract" is
includible in your ordinary income. The "investment in the contract" generally
is premium payments minus non-taxable distributions. As described below, the tax
treatment of amounts distributed, including loans, while the Insured is alive
depends upon whether your Policy is a "modified endowment contract" ("MEC"). The
term "modified endowment contract," or "MEC," is defined below.



POLICIES WHICH ARE NOT MECS


     TAX TREATMENT OF WITHDRAWALS GENERALLY. If the Policy is not a MEC, the
amount of any withdrawal generally will be treated first as a non-taxable
recovery of premiums and then as taxable income. Thus, a withdrawal from a
non-MEC Policy generally is not taxable income unless the total withdrawals
exceed the investment in the contract.

     DISTRIBUTIONS REQUIRED IN THE FIRST 15 POLICY YEARS. The Code limits the
amount of premium that may be paid and Cash Value that can accumulate relative
to the Death Benefit. Where cash distributions are required in connection with a
reduction in benefits during the first 15 years after the Policy is issued (or
if withdrawals are made in anticipation of a reduction in benefits during this
period), some or all of such amounts may be taxable. A reduction in benefits may
result from a decrease in Specified Amount, a change from an Option B Death
Benefit to an Option A Death Benefit, if withdrawals are made, and in certain
other instances.


     TAX TREATMENT OF LOANS. If a Policy is not a MEC, a loan generally is
treated as indebtedness of the Policy owner. As a result, the loan is not
taxable income to you if the Policy remains in force. However, when the


                                       26
<PAGE>   32


interest rate credited to the Loan Account is the same as the interest rate
charged for the loan (preferred loan), it is unclear whether the IRS would
consider some or all of the loan proceeds to be includible in income. Absent
further guidance, we will treat all loans, including preferred loans, as
indebtedness. If a Policy lapses when a loan is outstanding, the amount of the
loan outstanding will be treated as a surrender in determining whether any
amounts are includible in the Policy owner's income.



     Generally, interest paid on Policy Loans or other indebtedness related to
the Policy will not be tax deductible, except in the case of certain
indebtedness under a Policy covering a "key person." A tax adviser should be
consulted before taking any Policy Loan.


POLICIES WHICH ARE MECS


     CHARACTERIZATION OF A POLICY AS A MEC. A Policy is a MEC if (1) the Policy
is received in exchange for a life insurance contract that was a MEC, or (2) the
Policy is issued on or after June 21, 1988 and premiums are paid more rapidly
than permitted under the "7-Pay Test." A Policy fails this test (and thus is a
MEC) if the accumulated amount paid during the first 7 Policy Years exceeds the
cumulative sum of the net level premiums which would have been paid to that time
if the Policy provided for paid-up future benefits after the payment of 7 level
annual premiums. Under the Code, a material change of the Policy generally
results in a reapplication of the 7-Pay Test. In addition, any reduction in
benefits during the 7-Pay period will affect the application of this test.



     We monitor the Policies and attempt to notify Policy Owners on a timely
basis if a Policy is in jeopardy of becoming a MEC. You may then request that we
take available steps to avoid treating the Policy as a MEC.



     TAX TREATMENT OF WITHDRAWALS, LOANS, ASSIGNMENTS AND PLEDGES UNDER MECS. If
the Policy is a MEC, withdrawals are treated first as withdrawals of income and
then as a recovery of premiums. Thus, withdrawals are includible in income to
the extent that the Cash Value exceeds the investment in the contract. A Policy
loan is treated as a withdrawal for tax purposes.



     If you assign or pledge Cash Value under a MEC (or agree to assign or
pledge any portion), such portion is a withdrawal for tax purposes. The
investment in the contract is increased by the amount includible in income with
respect to any assignment, pledge, or loan, though it is not affected by any
other aspect of the assignment, pledge, or loan (including its release or
repayment). Before assigning, pledging, or requesting a loan under a MEC, you
should consult a tax adviser.



     PENALTY TAX. Generally, proceeds of a surrender or a withdrawal (or the
amount of any deemed withdrawal) from a MEC are subject to a penalty tax of 10%
of the portion of the proceeds that is includible in income, unless the
surrender or withdrawal is made (1) after you attain age 59 1/2, (2) because you
have become disabled (as defined in the Code), or (3) as substantially equal
periodic payments over your life or life expectancy (or the joint lives or life
expectancies of you and your beneficiary, within the meaning of the law).



     AGGREGATION OF POLICIES. All life insurance contracts which are treated as
MECs and which are purchased by the same person from us or our affiliates within
the same calendar year are aggregated and treated as one contract in determining
the tax on withdrawals (including deemed withdrawals). The effects of
aggregation are not always clear; however, it could affect the taxable amount of
a withdrawal (or a deemed withdrawal) and could subject the withdrawal to the
10% penalty tax.



CONSIDERATIONS APPLICABLE TO BOTH MECS AND NON-MECS



     LOSS OF INTEREST DEDUCTION WHERE POLICIES ARE HELD BY OR FOR THE BENEFIT OF
CORPORATIONS, TRUSTS, ETC. If an entity (such as a corporation or a trust, not
an individual) purchases a Policy or is the beneficiary of a Policy issued after
June 8, 1997, a portion of the interest on indebtedness unrelated to the Policy
may not be deductible by the entity. However, this rule does not apply to a
Policy owned by an entity engaged in a trade or business which covers the life
of only one individual who is (a) a 20 percent owner of the entity, or (b) an
officer, director, or employee of the trade or business, at the time first
covered by the Policy. Entities that are considering purchasing the Policy, or
that will be Beneficiaries under a Policy, should consult a tax adviser.



     OTHER CONSIDERATIONS. Changing the Policy owner, exchanging the Policy,
changing from one Death Benefit option to another, and other Policy changes may
have tax consequences depending on the circumstances of the change. Federal
estate and state and local estate taxes, or inheritance taxes and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policy owner or Beneficiary. The exchange of one life
insurance contract for another life insurance contract generally is not taxed
(unless cash is distributed or a loan is reduced or forgiven). The insured under
the new contract must be the same as the insured under the old contract.


                                       27
<PAGE>   33

FEDERAL INCOME TAX WITHHOLDING


     We withhold and send to the federal government a part of the taxable
portion of withdrawals unless you notify us in writing at the time of withdrawal
that you are electing no withholding. You are always responsible for the payment
of any taxes and early distribution penalties that may be due on the amounts
received. You may also be required to pay penalties under the estimated tax
rules, if your withholding and estimated tax payments are insufficient to
satisfy your total tax liability.


                              LEGAL CONSIDERATIONS

     On July 6, 1983, the Supreme Court held in ARIZONA GOVERNING COMMITTEE V.
NORRIS that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
The Policy contains cost of insurance rates that distinguish between men and
women. Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of federal, state and local laws,
including Title VII of the Civil Rights Act, the Equal Pay Act, and NORRIS and
subsequent cases on any employment-related insurance or fringe benefit program
before purchasing the Policy.


                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS



     We hold the assets of the Separate Account. We keep these assets segregated
and apart from our general funds. We maintain records of all purchases and
redemptions of the shares of each Portfolio by each of the Subaccounts.


                                VOTING INTERESTS


     We vote a Fund's shares held in the Separate Account at regular and special
shareholder meetings of the Fund in accordance with instructions received from
persons having voting interests in the corresponding Subaccounts of the Separate
Account. Owners of all Policies participating in each Subaccount are entitled to
give us instructions with respect to that Subaccount. An Owner's proportionate
interest in that Subaccount is measured by units. We determine the number of
shares for which an Owner may give voting instructions as of the record date for
the meeting. Owners will receive proxy material, reports, and other materials
relating to the appropriate Portfolio.



     We vote all Fund shares held in the Separate Account proportionately based
on Owners' instructions. If changes in law permit, we may vote a Fund's shares
in our own right.



     We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the subclassification or investment objective of the Fund
or of one or more of its Portfolios or to approve or disapprove an investment
advisory contract for a Portfolio. In addition, we may disregard voting
instructions in favor of changes initiated by an Owner in the investment policy
or the investment adviser of a Portfolio if we reasonably disapprove of such
changes. A proposed change would be disapproved only if the change is contrary
to state law or prohibited by state regulatory authorities, or if we determine
that the change would have an adverse effect on our General Account in that the
proposed investment policy for a Portfolio may result in overly speculative or
unsound investments. In the event we disregard voting instructions, we will
include a summary of that action and the reasons for it in the next annual
report to Owners.


                           STATE REGULATION OF KILICO

     KILICO, a stock life insurance company organized under the laws of
Illinois, is subject to regulation by the Illinois Department of Insurance. We
file an annual statement with the Director of Insurance on or before March 1st
of each year covering our operations and reporting on our financial condition as
of December 31st of the preceding year. Periodically, the Director of Insurance
examines the liabilities and reserves of KILICO and the Separate Account and
certifies to their adequacy.

     In addition, we are subject to the insurance laws and regulations of the
other states where we operate. Generally, the insurance departments of other
states apply the laws of Illinois in determining our permissible investments.

                                       28
<PAGE>   34

                        KILICO'S DIRECTORS AND OFFICERS

     Our directors and principal officers are listed below together with their
current positions and their other business experience during the past five
years. The address of each officer and director is 1 Kemper Drive, Long Grove,
Illinois 60049.


<TABLE>
<CAPTION>
            NAME AND AGE
        POSITION WITH KILICO
          YEAR OF ELECTION                  OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------                -----------------------------------------------------
<S>                                      <C>
Gale K. Caruso (42)                      President and Chief Executive Officer of Federal Kemper Life
President and Chief Executive Officer    Assurance Company ("FKLA"), Fidelity Life Association
since June 1999. Director since July     ("FLA"), Zurich Life Insurance Company of America ("ZLICA")
1999.                                    and Zurich Direct, Incorporated ("ZD") since June 1999.
                                         Director of FKLA, FLA and ZLICA since July 1999. Chairman,
                                         President and Chief Executive Officer of Scudder Canada
                                         Investor Services, Ltd. from 1995 to June 1999. Managing
                                         Director of Scudder Kemper Investments, Inc. from July 1986
                                         to June 1999.

Eliane C. Frye (52)                      Executive Vice President of FKLA and FLA since March 1995.
Executive Vice President since March     Executive Vice President of ZLICA and ZD since March 1996.
1995. Director since May 1998.           Director of FLA since December 1997. Director of FKLA and
                                         ZLICA since May 1998. Director of ZD from March 1996 to
                                         March 1997. Director of IBS and IBSIA since 1995. Senior
                                         Vice President of KILICO, FKLA and FLA from 1993 to 1995.
                                         Vice President of FKLA and FLA from 1988 to 1993.

Frederick L. Blackmon (48)               Senior Vice President and Chief Financial Officer of FKLA
Senior Vice President and Chief          since December 1995. Senior Vice President and Chief
Financial Officer since December         Financial Officer of FLA since January 1996. Senior Vice
1995.                                    President and Chief Financial Officer of ZLICA and ZD since
                                         March 1996. Director of FLA since May 1998. Director of ZD
                                         from March 1996 to March 1997. Treasurer and Chief Financial
                                         Officer of Kemper since January 1996. Chief Financial
                                         Officer of Alexander Hamilton Life Insurance Company from
                                         April 1989 to November 1995.

Russell M. Bostick (43)                  Senior Vice President and Chief Information Officer of FKLA,
Senior Vice President and Chief          FLA, ZLICA and ZD since March 1999. Vice President and Chief
Information Officer since March 1999.    Information Officer of FKLA, FLA, KILICO, ZLICA and ZD from
                                         April 1998 to March 1999. Chief Technology Officer of
                                         Corporate Software & Technology from June 1997 to April
                                         1998. Vice President, Information Technology Department of
                                         CNA Insurance Companies from January 1995 to June 1997.

James C. Harkensee (41)                  Senior Vice President of FKLA and FLA since January 1996.
Senior Vice President since January      Senior Vice President of ZLICA and ZD since 1995. Director
1996.                                    of ZD from April 1993 to March 1997 and since March 1998.
                                         Vice President of ZLICA from 1992 to 1995. Vice President of
                                         ZD from 1994 to 1995.

James E. Hohmann (44)                    Senior Vice President of FKLA since December 1995. Chief
Senior Vice President since December     Actuary of FKLA and KILICO from December 1995 to January
1995. Director since May 1998.           1999. Senior Vice President of FLA since January 1996. Chief
                                         Actuary of FLA from January 1996 to January 1999. Senior
                                         Vice President of ZLICA and ZD since March 1996. Chief
                                         Actuary of ZLICA and ZD from March 1996 to January 1999.
                                         Director of FLA since June 1997. Director of FKLA and ZLICA
                                         since May 1998. Director of ZD from March 1996 to March
                                         1997. Managing Principal (Partner) of Tillinghast-Towers
                                         Perrin from January 1991 to December 1995.

Edward K. Loughridge (45)                Senior Vice President and Corporate Development Officer of
Senior Vice President and Corporate      FKLA and FLA since January 1996. Senior Vice President and
Development Officer since January        Corporate Development Officer for ZLICA and ZD since March
1996.                                    1996. Senior Vice President of Human Resources of
                                         Zurich-American Insurance Group from February 1992 to March
                                         1996.
</TABLE>


                                       29
<PAGE>   35


<TABLE>
<CAPTION>
            NAME AND AGE
        POSITION WITH KILICO
          YEAR OF ELECTION                  OTHER BUSINESS EXPERIENCE DURING PAST 5 YEARS OR MORE
        --------------------                -----------------------------------------------------
<S>                                      <C>
Debra P. Rezabek (44)                    Senior Vice President of FKLA and FLA since March 1996.
Senior Vice President since 1996.        Corporate Secretary of FKLA and FLA since January 1996.
General Counsel since 1992. Corporate    Director of FLA since May 1998. Vice President of KILICO,
Secretary since January 1996.            FKLA and FLA since 1995. General Counsel and Director of
                                         Government Affairs of FKLA and FLA since 1992 and of KILICO
                                         since 1993. Senior Vice President, General Counsel and
                                         Corporate Secretary of ZLICA and ZD since March 1996.
                                         Director of ZD from March 1996 to March 1997. Secretary of
                                         IBS and IBSIA since 1993. Director of IBS and IBSIA from
                                         1993 to 1996. General Counsel and Assistant Secretary of
                                         KILICO, FKLA and FLA from 1992 to 1996. Assistant Secretary
                                         of Kemper since January 1996.

Edward L. Robbins (60)                   Senior Vice President and Chief Actuary of FKLA, FLA, ZLICA
Senior Vice President and Chief          and ZD since March 1999. Senior Actuary of FKLA, FLA,
Actuary since March 1999.                KILICO, ZLICA and ZD from July 1998 to March 1999. Principal
                                         of KPMG Peat Marwick LLP from May 1984 to July 1998.

Kenneth M. Sapp (54)                     Senior Vice President of FKLA, FLA and ZLICA since January
Senior Vice President since January      1998. Senior Vice President of ZD since March 1998. Director
1998.                                    of IBS since May 1998. Director of IBSIA since September
                                         1998. Vice President--Aetna Life Brokerage of Aetna Life &
                                         Annuity Company from February 1992 to January 1998.

George Vlaisavljevich (57)               Senior Vice President of FKLA, FLA and ZLICA since October
Senior Vice President since October      1996. Senior Vice President of ZD since March 1997. Director
1996.                                    of IBS and IBSIA since October 1996. Executive Vice
                                         President of The Copeland Companies from April 1983 to
                                         September 1996.

William H. Bolinder (56)                 Director of FKLA and FLA since January 1996. Director of
Chairman of the Board from January       ZLICA and ZD since March 1995. Chairman of the Board of FKLA
1996 to June 1999 and since April        and FLA from January 1996 to June 1999 and since April 2000.
2000. Director since January 1996.       Chairman of the Board of ZLICA and ZD from March 1995 to
                                         June 1999 and since April 2000. Chairman of the Board and
                                         Director of Kemper since January 1996. Director of SKI since
                                         January 1996. Vice Chairman of SKI from January 1996 to
                                         1998. Member of the Group Executive Board of Zurich
                                         Financial Services Group since 1998. Member of the Corporate
                                         Executive Board of Zurich Insurance Group from October 1994
                                         to 1998. Chairman of Zurich American Insurance Company since
                                         1998. Chairman of the Board of American Guarantee and
                                         Liability Insurance Company, Zurich American Insurance
                                         Company of Illinois, American Zurich Insurance Company and
                                         Steadfast Insurance Company since 1995. Chief Executive
                                         Officer of American Guarantee and Liability Insurance
                                         Company, Zurich American Insurance Company of Illinois and
                                         American Zurich Insurance Company from 1986 to June 1995.
                                         President of Zurich Holding Company of America ("ZHCA")
                                         since 1995. Vice Chairman of ZHCA since 1996. Underwriter
                                         for Zurich American Lloyds since 1986.

David A. Bowers (53)                     Director of FKLA and ZLICA since May 1997. Director of FLA
Director since May 1997.                 since June 1997. Executive Vice President, Corporate
                                         Secretary and General Counsel of Zurich U.S. since August
                                         1985. Vice President, General Counsel and Secretary of
                                         Kemper since January 1996.

Gunther Gose (55)                        Director of FKLA, FLA and ZLICA since November 1998. Chief
Director since November 1998.            Financial Officer and Member of the Group Executive Board of
                                         Zurich Financial Services since October 1998. Member of the
                                         Corporate Executive Board of Zurich Insurance Group from
                                         April 1990 to October 1998.
</TABLE>


                                       30
<PAGE>   36

                                 LEGAL MATTERS

     All matters of Illinois law pertaining to the Policy, including the
validity of the Policy and our right to issue the Policy under Illinois
Insurance Law, have been passed upon by Frank J. Julian, our Associate General
Counsel. Jorden Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.,
has advised us on certain legal matters concerning federal securities laws
applicable to the issue and sale of Policies.

                               LEGAL PROCEEDINGS

     There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject. We are not a party in
any litigation that is of material importance in relation to our total assets or
that relates to the Separate Account.


                                    EXPERTS



     The consolidated balance sheets of KILICO as of December 31, 1999 and 1998
and the related consolidated statements of operations, comprehensive income,
stockholder's equity, and cash flows for the years ended December 31, 1999, 1998
and 1997 have been included herein and in the registration statement in reliance
upon the report of PricewaterhouseCoopers LLP, independent accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.



     The statements of assets and liabilities and policy owners' equity of the
KILICO Variable Separate Account as of December 31, 1999 and the related
statements of operations for the year then ended and the statements of changes
in policy owners' equity for each of the two years then ended and for each of
the periods presented has been included herein in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, appearing elsewhere herein,
and upon the authority of said firm as experts in accounting and auditing.



     Actuarial matters included in this Prospectus have been examined by
Christopher J. Nickele, FSA as stated in the opinion filed as an exhibit to the
Registration Statement.


                             REGISTRATION STATEMENT


     A Registration Statement has been filed with the Securities and Exchange
Commission (SEC) under the Securities Act of 1933, as amended, with respect to
the Policies. For further information concerning the Separate Account, KILICO
and the Policy, reference is made to the Registration Statement as amended with
exhibits. Copies of the Registration Statement are available from the Commission
upon payment of a fee or at the SEC's website at http://www.sec.gov.



                              FINANCIAL STATEMENTS



     The included financial statements of the Subaccounts of the Separate
Account do not reflect any assets attributable to the Policy, because we did not
sell the Policy during the periods covered by those financial statements.
Instead, those financial statements solely reflect assets and operations
attributable to sales of other variable life insurance contracts issued by the
Separate Account. The financial statements do not cover certain Subaccounts of
the Separate Account, because there were no assets in those Subaccounts as of
the end of the periods covered. The included financial statements for KILICO
only bear on our ability to meet our obligations under the Policy. They do not
relate to the investment performance of the assets held in the Separate Account.


                                       31
<PAGE>   37


                       REPORT OF INDEPENDENT ACCOUNTANTS



The Board of Directors of Kemper Investors Life Insurance Company and


Policy Owners of Kemper Investors Life Insurance Company's


KILICO Variable Separate Account



     In our opinion, the accompanying statements of assets and liabilities and
policy owners' equity and the related statements of operations and changes in
policy owners' equity present fairly, in all material respects, the financial
position of the subaccounts of Kemper Investors Life Insurance Company's (the
"Company") KILICO Variable Separate Account, which includes the Fidelity VIP
Equity-Income Subaccount, Fidelity VIP High Income Subaccount (investment
options within the Fidelity Variable Insurance Products Fund), Scudder VLIF
Growth and Income Subaccount and Scudder VLIF International Subaccount
(investment options within the Scudder Variable Life Investment Fund), Kemper
Government Securities Subaccount, Kemper Money Market Subaccount, Kemper Small
Cap Growth Subaccount, and Kemper Total Return Subaccount (investment options
within the Kemper Variable Series, formerly Investors Fund Series), thereof at
December 31, 1999, and the results of their operations for the year then ended
and the changes in their policy owners' equity for each of the two years then
ended, in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included direct confirmation of investments owned at December 31,
1999 provides a reasonable basis for the opinion expressed above.



                                       PricewaterhouseCoopers LLP



Chicago, Illinois


February 24, 2000


                                       32
<PAGE>   38

                      (This page intentionally left blank)

                                       33
<PAGE>   39


KILICO VARIABLE SEPARATE ACCOUNT



STATEMENTS OF ASSETS AND LIABILITIES AND POLICY OWNERS' EQUITY



DECEMBER 31, 1999


(IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                 FIDELITY VARIABLE INSURANCE
                                                                        PRODUCTS FUND
                                                                -----------------------------
                                                                FIDELITY VIP     FIDELITY VIP
                                                                EQUITY-INCOME    HIGH INCOME
                                                                 SUBACCOUNT       SUBACCOUNT
                                                                -------------    ------------
<S>                                                             <C>              <C>
ASSETS
  Investments in underlying portfolio funds, at current
     value..................................................        $126              14
  Dividends and other receivables...........................          --              --
                                                                    ----              --
          Total assets......................................         126              14
                                                                    ----              --
LIABILITIES AND POLICY OWNERS' EQUITY
  Liabilities:
     Mortality and expense risk charges.....................          --              --
     Other payables.........................................          --              --
                                                                    ----              --
          Total liabilities.................................          --              --
                                                                    ----              --
  Policy owners' equity.....................................        $126              14
                                                                    ====              ==
ANALYSIS OF POLICY OWNERS' EQUITY
  Excess of proceeds from units sold over payments for units
     redeemed...............................................        $125              14
  Accumulated net investment income.........................          --              --
  Accumulated net realized gain on sales of investments.....           1              --
  Unrealized appreciation (depreciation) of investments.....          --              --
                                                                    ----              --
  Policy owners' equity.....................................        $126              14
                                                                    ====              ==
</TABLE>


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

*Formerly Investors Fund Series



See accompanying notes to financial statements.


                                       34
<PAGE>   40

<TABLE>
<CAPTION>
          SCUDDER VARIABLE LIFE
             INVESTMENT FUND                                    KEMPER VARIABLE SERIES*
    ----------------------------------       --------------------------------------------------------------
                                               KEMPER
      SCUDDER VLIF       SCUDDER VLIF        GOVERNMENT       KEMPER            KEMPER            KEMPER
    GROWTH AND INCOME    INTERNATIONAL       SECURITIES    MONEY MARKET    SMALL CAP GROWTH    TOTAL RETURN
       SUBACCOUNT         SUBACCOUNT         SUBACCOUNT     SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
    -----------------    -------------       ----------    ------------    ----------------    ------------
<S>                     <C>                 <C>           <C>             <C>                 <C>
           69                 93               4,307          1,937             2,174             3,468
           --                 --                  --              5                --                --
           --                 --               -----          -----             -----             -----
           69                 93               4,307          1,942             2,174             3,468
           --                 --               -----          -----             -----             -----
           --                 --                   3              1                 2                 3
           --                 --                  --             10                 1                --
           --                 --               -----          -----             -----             -----
           --                 --                   3             11                 3                 3
           --                 --               -----          -----             -----             -----
           69                 93               4,304          1,931             2,171             3,465
           ==                 ==               =====          =====             =====             =====
           69                 68               1,799          1,274             1,460               254
            1                  2               2,046            657                43             1,998
           --                  1                 578             --                25             1,012
           (1)                22                (119)            --               643               201
           --                 --               -----          -----             -----             -----
           69                 93               4,304          1,931             2,171             3,465
           ==                 ==               =====          =====             =====             =====
</TABLE>


                                       35
<PAGE>   41


KILICO VARIABLE SEPARATE ACCOUNT



STATEMENTS OF OPERATIONS



FOR THE YEAR ENDED DECEMBER 31, 1999


(IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                FIDELITY VARIABLE INSURANCE
                                                                       PRODUCTS FUND
                                                                ----------------------------
                                                                FIDELITY VIP    FIDELITY VIP
                                                                  EQUITY-           HIGH
                                                                   INCOME          INCOME
                                                                 SUBACCOUNT      SUBACCOUNT
                                                                ------------    ------------
<S>                                                             <C>             <C>
REVENUE
  Dividends and capital gains distributions.................         $1              --
EXPENSES
  Mortality and expense risk charges........................          1              --
                                                                     --              --
  Net investment income (loss)..............................         --              --
                                                                     --              --
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on sales of investments.................          1              --
  Change in unrealized appreciation (depreciation) of
     investments............................................         --              --
                                                                     --              --
Net realized and unrealized gain (loss) on investments......          1              --
                                                                     --              --
Net increase (decrease) in policy owners' equity resulting
  from operations...........................................         $1              --
                                                                     ==              ==
</TABLE>


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

* Formerly Investors Fund Series


See accompanying notes to financial statements.

                                       36
<PAGE>   42


<TABLE>
<CAPTION>
     SCUDDER VARIABLE LIFE INVESTMENT FUND                 KEMPER VARIABLE SERIES*
     -------------------------------------   ---------------------------------------------------
       SCUDDER VLIF                            KEMPER       KEMPER       KEMPER
        GROWTH AND         SCUDDER VLIF      GOVERNMENT     MONEY      SMALL CAP       KEMPER
          INCOME           INTERNATIONAL     SECURITIES     MARKET       GROWTH     TOTAL RETURN
        SUBACCOUNT          SUBACCOUNT       SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
     -----------------   -----------------   ----------   ----------   ----------   ------------
<S>  <C>                 <C>                 <C>          <C>          <C>          <C>
             2                   3               219          63           --           326
             1                   1                40          24           14            26
            --                  --              ----          --          ---           ---
             1                   2               179          39          (14)          300
            --                  --              ----          --          ---           ---
            --                   1                --          --           13           196
            (1)                 22              (189)         --          550           (16)
            --                  --              ----          --          ---           ---
            (1)                 23              (189)         --          563           180
            --                  --              ----          --          ---           ---
            --                  25               (10)         39          549           480
            ==                  ==              ====          ==          ===           ===
</TABLE>


                                       37
<PAGE>   43


KILICO VARIABLE SEPARATE ACCOUNT



STATEMENTS OF CHANGES IN POLICY OWNERS' EQUITY



FOR THE YEAR ENDED DECEMBER 31, 1999


(IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                     FIDELITY VARIABLE
                                                                  INSURANCE PRODUCTS FUND
                                                                ----------------------------
                                                                FIDELITY VIP    FIDELITY VIP
                                                                  EQUITY-           HIGH
                                                                   INCOME          INCOME
                                                                 SUBACCOUNT      SUBACCOUNT
                                                                ------------    ------------
<S>                                                             <C>             <C>
OPERATIONS
  Net investment income (loss)..............................        $ --             --
  Net realized gain on sales of investments.................           1             --
  Change in unrealized appreciation (depreciation) of
     investments............................................          --             --
                                                                    ----             --
     Net increase (decrease) in policy owners' equity
      resulting from operations.............................           1             --
                                                                    ----             --
ACCOUNT UNIT TRANSACTIONS
  Proceeds from units sold..................................          81             11
  Net transfers (to) from affiliate and subaccounts.........          48              5
  Payments for units redeemed...............................         (23)            (4)
                                                                    ----             --
     Net increase (decrease) in policy owners' equity from
      account unit transactions.............................         106             12
                                                                    ----             --
Total increase (decrease) in policy owners' equity..........         107             12
POLICY OWNERS' EQUITY
  Beginning of year.........................................          19              2
                                                                    ----             --
  End of year...............................................        $126             14
                                                                    ====             ==
</TABLE>


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

* Formerly Investors Fund Series



See accompanying notes to financial statements.


                                       38
<PAGE>   44


<TABLE>
<CAPTION>
     SCUDDER VARIABLE LIFE INVESTMENT FUND                 KEMPER VARIABLE SERIES*
     -------------------------------------   ---------------------------------------------------
       SCUDDER VLIF                            KEMPER       KEMPER       KEMPER
        GROWTH AND         SCUDDER VLIF      GOVERNMENT     MONEY      SMALL CAP       KEMPER
          INCOME           INTERNATIONAL     SECURITIES     MARKET       GROWTH     TOTAL RETURN
        SUBACCOUNT          SUBACCOUNT       SUBACCOUNT   SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
     -----------------   -----------------   ----------   ----------   ----------   ------------
<S>  <C>                 <C>                 <C>          <C>          <C>          <C>
              1                   2              179            39          (14)         300
             --                   1               --            --           13          196
             (1)                 22             (189)           --          550          (16)
            ---                 ---            -----        ------       ------        -----
             --                  25              (10)           39          549          480
            ---                 ---            -----        ------       ------        -----
             55                  44               33         5,456          988           97
             26                  29              (44)       (1,180)         (60)        (358)
            (18)                (13)             (68)       (3,350)        (388)        (433)
            ---                 ---            -----        ------       ------        -----
             63                  60              (79)          926          540         (694)
            ---                 ---            -----        ------       ------        -----
             63                  85              (89)          965        1,089         (214)
              6                   8            4,393           966        1,082        3,679
            ---                 ---            -----        ------       ------        -----
             69                  93            4,304         1,931        2,171        3,465
            ===                 ===            =====        ======       ======        =====
</TABLE>


                                       39
<PAGE>   45


KILICO VARIABLE SEPARATE ACCOUNT



STATEMENTS OF CHANGES IN POLICY OWNERS' EQUITY



FOR THE YEAR ENDED DECEMBER 31, 1998


(IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                 FIDELITY VARIABLE INSURANCE
                                                                        PRODUCTS FUND
                                                                ------------------------------
                                                                FIDELITY VIP     FIDELITY VIP
                                                                EQUITY-INCOME     HIGH INCOME
                                                                SUBACCOUNT(A)    SUBACCOUNT(A)
                                                                -------------    -------------
<S>                                                             <C>              <C>
OPERATIONS
  Net investment income.....................................         $--               --
  Net realized gain (loss) on sales of investments..........          --               --
  Change in unrealized appreciation (depreciation) of
     investments............................................          --               --
                                                                     ---              ---
     Net increase in policy owners' equity resulting from
      operations............................................          --               --
                                                                     ---              ---
ACCOUNT UNIT TRANSACTIONS
  Proceeds from units sold..................................          11               --
  Net transfers (to) from affiliate and subaccounts.........          10                2
  Payments for units redeemed...............................          (2)              --
                                                                     ---              ---
     Net increase (decrease) in policy owners' equity from
      account unit transactions.............................          19                2
                                                                     ---              ---
Total increase (decrease) in policy owners' equity..........          19                2
POLICY OWNERS' EQUITY
  Beginning of period.......................................          --               --
                                                                     ---              ---
  End of period.............................................         $19                2
                                                                     ===              ===
</TABLE>


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

 *  Formerly Investors Fund Series



(a) For the period June 15, 1998 (commencement of operations) to December 31,
    1998.



See accompanying notes to financial statements.


                                       40
<PAGE>   46

<TABLE>
<CAPTION>
          SCUDDER VARIABLE LIFE
             INVESTMENT FUND                                    KEMPER VARIABLE SERIES*
    ----------------------------------       --------------------------------------------------------------
                                               KEMPER
      SCUDDER VLIF       SCUDDER VLIF        GOVERNMENT       KEMPER            KEMPER            KEMPER
    GROWTH AND INCOME    INTERNATIONAL       SECURITIES    MONEY MARKET    SMALL CAP GROWTH    TOTAL RETURN
      SUBACCOUNT(A)      SUBACCOUNT(A)       SUBACCOUNT     SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
    -----------------    -------------       ----------    ------------    ----------------    ------------
<S>                   <C>                 <C>           <C>             <C>                 <C>
           --                 --                 232              66               55               489
           --                 --                 284              --               12               (67)
           --                 --                (253)             --               75                (1)
           --                 --               -----          ------            -----             -----
           --                 --                 263              66              142               421
           --                 --               -----          ------            -----             -----
            4                  2                  32           5,791              590                63
            4                  7                (399)         (2,163)             318               638
           (2)                (1)               (200)         (3,694)            (192)             (479)
           --                 --               -----          ------            -----             -----
            6                  8                (567)            (66)             716               222
           --                 --               -----          ------            -----             -----
            6                  8                (304)             --              858               643
           --                 --               4,697             966              224             3,036
           --                 --               -----          ------            -----             -----
            6                  8               4,393             966            1,082             3,679
           ==                 ==               =====          ======            =====             =====
</TABLE>


                                       41
<PAGE>   47


KILICO VARIABLE SEPARATE ACCOUNT



NOTES TO FINANCIAL STATEMENTS



(1) GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES



ORGANIZATION



     KILICO Variable Separate Account (the "Separate Account") is a unit
investment trust registered under the Investment Company Act of 1940, as
amended, established by Kemper Investors Life Insurance Company ("KILICO").
KILICO is an indirect, wholly-owned subsidiary of Zurich Financial Services
("ZFS"). ZFS is owned by Zurich Allied AG and Allied Zurich p.l.c., fifty-seven
percent and forty-three percent, respectively. Zurich Allied AG is listed on the
Swiss Market Index (SMI) Allied Zurich p.l.c. is included in the FTSE-100 Share
Index in London.



     The Separate Account is used to fund policies ("Policy") for the Kemper
Select variable universal life policies ("Kemper Select"), the Power V flexible
premium variable universal life policies ("Power V"), the Farmers Variable
Universal Life I flexible premium variable life policies ("Farmers Variable
Universal Life I") and Kemper Destinations Life modified single premium variable
universal life policies ("Kemper Destinations Life"). The Separate Account is
divided into fifty-eight subaccount options available to Policy Owners depending
upon their respective Policy. The Kemper Select policies have five subaccounts
which are available to Policy Owners and each subaccount invests exclusively in
the shares of a corresponding portfolio of the Kemper Variable Series (formerly
Investors Fund Series), an open-end diversified management investment company.
The Power V policies have twenty-three subaccounts which are available to Policy
Owners and each subaccount invests exclusively in the shares of a corresponding
portfolio of the Kemper Variable Series, the American Skandia Trust, the
Fidelity Variable Insurance Products Fund, the Fidelity Variable Insurance
Products Fund II, the Fidelity Variable Insurance Products Fund III and the
Scudder Variable Life Investment Fund (Class B Shares), all of which are
open-end diversified management investment companies. The Farmers Variable
Universal Life I policies have twelve subaccounts which are available to Policy
Owners and each subaccount invests exclusively in the shares of a corresponding
portfolio of the Kemper Variable Series, the Janus Aspen Series, the PIMCO
Variable Insurance Trust, the Templeton Variable Products Series Fund (Class 2
Shares) and the Scudder Variable Life Investment Fund (Class A Shares), all of
which are open-end diversified management investment companies. The Kemper
Destinations Life policies have thirty-seven subaccounts which are available to
Policy Owners and each subaccount invests exclusively in the shares of a
corresponding portfolio of the Kemper Variable Series, the Scudder Variable Life
Investment Fund (Class A Shares), The Alger American Fund, The Dreyfus Socially
Responsible Growth Fund, Inc., the Dreyfus Investment Portfolios and the Warburg
Pincus Trust, all of which are open-end diversified management investment
companies.



ESTIMATES



     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that could affect the reported amounts of assets and
liabilities as well as the disclosure of contingent amounts at the date of the
financial statements. As a result, actual results reported as income and
expenses could differ from the estimates reported in the accompanying financial
statements.



SECURITY VALUATION



     The investments are stated at current value which is based on the closing
bid price, net asset value, at December 31, 1999.



SECURITY TRANSACTIONS AND INVESTMENT INCOME



     Security transactions are generally accounted for on the trade date (date
when KILICO accepts risks of providing insurance coverage to the insured).
Dividends and capital gains distributions are recorded as income on the
ex-dividend date. Realized gains and losses from security transactions are
generally reported on a first in, first out (FIFO) cost basis.



ACCUMULATION UNIT VALUATION



     On each day the New York Stock Exchange (the "Exchange") is open for
trading, the accumulation unit value is determined as of the earlier of 3:00
p.m. (Central time) or the close of the Exchange by dividing the total value of
each subaccount's investments and other assets, less liabilities, by the number
of accumulation units outstanding in the respective subaccount.


                                       42
<PAGE>   48


FEDERAL INCOME TAXES



     The operations of the Separate Account are included in the federal income
tax return of KILICO. Under existing federal income tax law, investment income
and realized capital gains and losses of the Separate Account increase
liabilities under the policy and are, therefore, not taxed. Thus the Separate
Account may realize net investment income and capital gains and losses without
federal income tax consequences.



(2) SUMMARY OF INVESTMENTS



     Investments as of December 31, 1999 do not include any amounts attributable
to Kemper Destinations Life because sales had not commenced prior to December
31, 1999.



     Investments, at cost, at December 31, 1999, are as follows (in thousands,
differences are due to rounding):



<TABLE>
<CAPTION>
                                                                SHARES
                                                                OWNED      COST
                                                                ------    -------
<S>                                                             <C>       <C>
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Fidelity VIP Equity-Income Subaccount.......................        5     $   126
Fidelity VIP High Income Subaccount.........................        1          14
SCUDDER VARIABLE LIFE INVESTMENT FUND:
Scudder VLIF Growth and Income Subaccount...................        6          70
Scudder VLIF International Subaccount.......................        5          71
KEMPER VARIABLE SERIES:
Kemper Government Securities Subaccount.....................    3,724       4,426
Kemper Money Market Subaccount..............................    1,937       1,937
Kemper Small Cap Growth Subaccount..........................      819       1,531
Kemper Total Return Subaccount..............................    1,203       3,267
                                                                          -------
     TOTAL INVESTMENTS AT COST..............................              $11,442
                                                                          =======
</TABLE>



A description of the underlying investments are summarized below.



FIDELITY VARIABLE INSURANCE PRODUCTS FUND



     FIDELITY VIP EQUITY-INCOME SUBACCOUNT: This subaccount invests in the
Fidelity VIP Equity-Income Portfolio (Initial Class) of the Fidelity Variable
Insurance Products Fund. The Portfolio seeks reasonable income.



     FIDELITY VIP HIGH INCOME SUBACCOUNT: This subaccount invests in the
Fidelity VIP High Income Portfolio (Initial Class) of the Fidelity Variable
Insurance Products Fund. The Portfolio seeks a high level of current income
while also considering growth of capital.



SCUDDER VARIABLE LIFE INVESTMENT FUND



     SCUDDER VLIF GROWTH AND INCOME SUBACCOUNT: This subaccount invests in the
Scudder VLIF Growth and Income Portfolio (Class A Shares) of the Scudder
Variable Life Investment Fund. The Portfolio seeks long-term growth of capital,
current income and growth of income from a portfolio consisting primarily of
common stocks and securities convertible into common stocks.



     SCUDDER VLIF INTERNATIONAL SUBACCOUNT: This subaccount invests in the
Scudder VLIF International Portfolio (Class A Shares) of the Scudder Variable
Life Investment Fund. The Portfolio seeks long-term growth of capital
principally from a diversified portfolio of foreign equity securities.



KEMPER VARIABLE SERIES



     KEMPER GOVERNMENT SECURITIES SUBACCOUNT: This subaccount invests in the
Kemper Government Securities Portfolio of the Kemper Variable Series. The
Portfolio seeks high current return consistent with preservation of capital.



     KEMPER MONEY MARKET SUBACCOUNT: This subaccount invests in the Kemper Money
Market Portfolio of the Kemper Variable Series. The Portfolio seeks maximum
current income to the extent consistent with stability of principal from a
portfolio of high quality money market instruments. The Portfolio seeks to
maintain a net asset value of $1.00 per share but there can be no assurance that
the Portfolio will be able to do so.


                                       43
<PAGE>   49

KILICO VARIABLE SEPARATE ACCOUNT



NOTES TO FINANCIAL STATEMENTS (CONTINUED)



(2) SUMMARY OF INVESTMENTS (CONTINUED)


     KEMPER SMALL CAP GROWTH SUBACCOUNT: This subaccount invests in the Kemper
Small Cap Growth Portfolio of the Kemper Variable Series. The Portfolio seeks
maximum appreciation of investors' capital.



     KEMPER TOTAL RETURN SUBACCOUNT: This subaccount invests in the Kemper Total
Return Portfolio of the Kemper Variable Series. The Portfolio seeks a high total
return, a combination of income and capital appreciation, consistent with
reasonable risk.



(3) TRANSACTIONS WITH AFFILIATES



     KILICO provides a death benefit payment upon the death of the Policy Owner
under the terms of the death benefit option selected by the Policy Owner as
further described in the Policy. KILICO assesses a monthly charge to the
subaccounts for the cost of providing this insurance protection to the Policy
Owner. These cost of insurance charges vary with the issue age, sex and rate
class of the Policy Owner, and are allocated among the subaccounts in the
proportion of each subaccount to the Separate Account value. Cost of insurance
charges totaled $101,356, $2,874,754 and $32,068 for the Kemper Select, Power V
and Farmers Variable Universal Life I policies, respectively, for the year ended
December 31, 1999. Additionally, KILICO assesses a daily charge to the
subaccounts for mortality and expense risk assumed by KILICO at an annual rate
of 0.90% of assets.



     Proceeds payable on the surrender of a Policy are reduced by the amount of
any applicable contingent deferred sales charge.



     A state and local premium tax charge of 2.5% is deducted from each premium
payment under the Power V and Farmers Variable Universal Life I policies prior
to allocation of the net premium. This charge is to reimburse KILICO for the
payment of state premium taxes. KILICO expects to pay an average state premium
tax rate of approximately 2.5% but the actual premium tax attributable to a
Policy may be more or less. Under Section 848 of the Internal Revenue Code (the
"Code"), the receipt of premium income by a life insurance company requires the
deferral of a portion of the acquisition cost over a maximum of a 120 month
period. The effect of Section 848 for KILICO is an acceleration of income
recognition over a deferral of the associated deductions for tax purposes; this
is referred to as deferred acquisition cost or, the "DAC tax". As compensation
for this accelerated liability, a DAC tax charge of 1.00% of each premium dollar
is deducted from the premium by KILICO under the Power V and Farmers Variable
Universal Life I policies before investment of a Policy Owner's funds into the
Separate Account. Under the Kemper Destinations Life policies, for the first ten
policy years, a tax charge equal to an annual rate of 0.40% of the average
monthly cash value is assessed against the Policy. The tax charge covers a
portion of KILICO's state premium tax expense and a certain Federal income tax
liability incurred as a result of the receipt of premium.



     Policy loans are also provided for under the terms of the Policy. The
minimum amount of the loan under the Power V and Farmers Variable Universal Life
I policies is $500 and is limited to 90% of the surrender value, less applicable
surrender charges. The minimum amount of the loan under the Kemper Destinations
Life policies is $1,000 and is limited to 90% of the surrender value, less
applicable surrender charges. Interest is assessed against a policy loan under
the terms of the Policy. Policy loans are carried in KILICO's general account.



     Scudder Kemper Investments, Inc., an affiliated company, is the investment
manager of the Kemper Variable Series and the Scudder Variable Life Investment
Fund. Investors Brokerage Services, Inc., a wholly-owned subsidiary of KILICO,
is the principal underwriter for the Separate Account.



     Fidelity Management & Research Company is the investment manager of the
Fidelity Variable Insurance Products Fund and is not affiliated with KILICO.



(4) NET TRANSFERS (TO) FROM AFFILIATE OR SUBACCOUNTS



     Net transfers (to) from affiliate or subaccounts include transfers of all
or part of the Policy Owner's interest to or from another eligible subaccount or
to the general account of KILICO.



(5) POLICY OWNERS' EQUITY



     Policy Owners' equity as of December 31, 1999 does not include any amounts
attributable to Kemper Destinations Life because sales had not commenced prior
to December 31, 1999.


                                       44
<PAGE>   50


(5) POLICY OWNERS' EQUITY (CONTINUED)


     Policy Owners' equity for the policies listed below, at December 31, 1999,
is as follows (in thousands, except unit value; differences are due to
rounding):



<TABLE>
<CAPTION>
                                                                NUMBER               POLICY
                                                                  OF       UNIT      OWNERS'
                                                                UNITS      VALUE     EQUITY
                                                                ------    -------    -------
<S>                                                             <C>       <C>        <C>
                   KEMPER SELECT POLICIES
KEMPER VARIABLE SERIES:
Kemper Government Securities Subaccount.....................    2,002     $ 2.131    $4,267
Kemper Money Market Subaccount..............................      820       1.771     1,454
Kemper Total Return Subaccount..............................    1,012       3.231     3,270
                                                                                     ------
     TOTAL KEMPER SELECT POLICY OWNERS' EQUITY..............                         $8,991
                                                                                     ======

                      POWER V POLICIES
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
Fidelity VIP Equity-Income Subaccount.......................        5     $26.657    $  126
Fidelity VIP High Income Subaccount.........................        1      12.299        14
SCUDDER VARIABLE LIFE INVESTMENT FUND:
Scudder VLIF Growth and Income Subaccount...................        5      11.818        56
Scudder VLIF International Subaccount.......................        4      22.057        91
KEMPER VARIABLE SERIES:
Kemper Government Securities Subaccount.....................       26       1.377        36
Kemper Money Market Subaccount..............................      418       1.141       477
Kemper Small Cap Growth Subaccount..........................      623       3.481     2,169
Kemper Total Return Subaccount..............................       45       4.337       195
                                                                                     ------
     TOTAL POWER V POLICY OWNERS' EQUITY....................                         $3,164
                                                                                     ======

         FARMERS VARIABLE UNIVERSAL LIFE I POLICIES
SCUDDER VARIABLE LIFE INVESTMENT FUND:
Scudder VLIF Growth and Income Subaccount...................        1     $11.746    $   13
Scudder VLIF International Subaccount.......................        0      22.335         2
KEMPER VARIABLE SERIES:
Kemper Government Securities Subaccount.....................        1       1.208         1
Kemper Small Cap Growth Subaccount..........................        1       2.635         2
                                                                                     ------
     TOTAL FARMERS VARIABLE UNIVERSAL LIFE I POLICY OWNERS'
      EQUITY................................................                         $   18
                                                                                     ======
</TABLE>



(6) SUBSEQUENT EVENT



     As of February 1, 2000, Zurich Kemper LifeINVESTOR flexible premium
variable universal life policies ("Zurich Kemper LifeINVESTOR") was made
available in the Separate Account. Zurich Kemper LifeINVESTOR policies have
thirty-one subaccounts which are available to Policy Owners and each subaccount
invests exclusively in the shares of a corresponding portfolio of The Alger
American Fund, The Dreyfus Socially Responsible Growth Fund, Inc., the Dreyfus
Life & Annuity Index Fund d/b/a Dreyfus Stock Index Fund, the Dreyfus Variable
Investment Fund, the Templeton Variable Products Series Fund (Class 2 Shares),
the Fidelity Variable Insurance Products Fund (Initial Class), the Janus Aspen
Series, the Scudder Variable Life Investment Fund (Class A Shares), and the
Kemper Variable Series, all of which are open-end diversified management
investment companies.


                                       45
<PAGE>   51


                       REPORT OF INDEPENDENT ACCOUNTANTS



The Board of Directors and Stockholder of


Kemper Investors Life Insurance Company:



     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, comprehensive income,
stockholder's equity and cash flows present fairly, in all material respects,
the financial position of Kemper Investors Life Insurance Company and
subsidiaries (the "Company") at December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. In addition, in our opinion, the financial
statement schedules listed in the accompanying index present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedules are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.



                                       PricewaterhouseCoopers LLP



Chicago, Illinois


March 17, 2000


                                       46
<PAGE>   52

                      (This page intentionally left blank)

                                       47
<PAGE>   53


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES



                          CONSOLIDATED BALANCE SHEETS


                       (in thousands, except share data)



<TABLE>
<CAPTION>
                                                                DECEMBER 31    DECEMBER 31
                                                                   1999           1998
                                                                -----------    -----------
<S>                                                             <C>            <C>
ASSETS
Fixed maturities, available for sale, at fair value
  (amortized cost: December 31, 1999, $3,397,188, December
  31, 1998, $3,421,535).....................................    $ 3,276,017    $ 3,482,820
Trading account securities at fair value (amortized cost:
  December 31, 1998, $99,095)...............................        --             101,781
Equity securities (cost: December 31, 1999, $65,235;
  December 31, 1998, $66,776)...............................         61,592         66,854
Short-term investments......................................         42,391         58,334
Joint venture mortgage loans................................         67,242         65,806
Third-party mortgage loans..................................         63,875         76,520
Other real estate-related investments.......................         20,506         22,049
Policy loans................................................        261,788        271,540
Other invested assets.......................................         25,621         23,645
                                                                -----------    -----------
          Total investments.................................      3,819,032      4,169,349
Cash........................................................         12,015         13,486
Accrued investment income...................................        127,219        124,213
Goodwill....................................................        203,907        216,651
Value of business acquired..................................        119,160        118,850
Deferred insurance acquisition costs........................        159,667         91,543
Deferred income taxes.......................................         93,502         35,059
Reinsurance recoverable.....................................        309,696        344,837
Receivable on sales of securities...........................          3,500          3,500
Other assets and receivables................................         29,950         23,029
Assets held in separate accounts............................      9,778,068      7,099,204
                                                                -----------    -----------
          Total assets......................................    $14,655,716    $12,239,721
                                                                ===========    ===========
LIABILITIES
Future policy benefits......................................    $ 3,718,833    $ 3,906,391
Other policyholder benefits and funds payable...............        457,328        318,369
Other accounts payable and liabilities......................         71,482         61,898
Liabilities related to separate accounts....................      9,778,068      7,099,204
                                                                -----------    -----------
          Total liabilities.................................     14,025,711     11,385,862
                                                                -----------    -----------
Commitments and contingent liabilities
STOCKHOLDER'S EQUITY
Capital stock--$10 par value, authorized 300,000 shares;
  outstanding 250,000 shares................................          2,500          2,500
Additional paid-in capital..................................        804,347        804,347
Accumulated other comprehensive income (loss)...............       (120,819)        32,975
Retained earnings (deficit).................................        (56,023)        14,037
                                                                -----------    -----------
          Total stockholder's equity........................        630,005        853,859
                                                                -----------    -----------
          Total liabilities and stockholder's equity........    $14,655,716    $12,239,721
                                                                ===========    ===========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       48
<PAGE>   54


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES



                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                 (in thousands)



<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1999        1998        1997
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
REVENUE
Net investment income.......................................    $264,640    $273,512    $296,195
Realized investment gains (losses)..........................      (9,549)     51,868      10,546
Premium income..............................................      21,990      22,346      22,239
Separate account fees and charges...........................      74,715      61,982      85,413
Other income................................................      11,623      10,031      11,087
                                                                --------    --------    --------
          Total revenue.....................................     363,419     419,739     425,480
                                                                --------    --------    --------
BENEFIT AND EXPENSES
Interest credited to policyholders..........................     162,243     176,906     199,782
Claims incurred and other policyholder benefits.............      18,185      28,029      28,372
Taxes, licenses and fees....................................      30,234      30,292      52,608
Commissions.................................................      67,555      39,046      32,602
Operating expenses..........................................      45,989      44,575      36,837
Deferral of insurance acquisition costs.....................     (69,814)    (46,565)    (38,177)
Amortization of insurance acquisition costs.................       5,524      12,082       3,204
Amortization of value of business acquired..................      12,955      17,677      24,948
Amortization of goodwill....................................      12,744      12,744      15,295
                                                                --------    --------    --------
          Total benefits and expenses.......................     285,615     314,786     355,471
                                                                --------    --------    --------
Income before income tax expense............................      77,804     104,953      70,009
Income tax expense..........................................      32,864      39,804      31,292
                                                                --------    --------    --------
          Net income........................................    $ 44,940    $ 65,149    $ 38,717
                                                                ========    ========    ========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       49
<PAGE>   55


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES



                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                 (in thousands)



<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                ---------------------------------
                                                                  1999         1998        1997
                                                                ---------    --------    --------
<S>                                                             <C>          <C>         <C>
NET INCOME..................................................    $  44,940    $ 65,149    $ 38,717
                                                                ---------    --------    --------
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
  Unrealized holding gains (losses) on investments arising
     during period:
  Unrealized holding gains (losses) on investments..........     (180,267)     25,372      60,802
  Adjustment to value of business acquired..................       12,811      (9,332)    (28,562)
  Adjustment to deferred insurance acquisition costs........        5,726      (2,862)     (2,680)
                                                                ---------    --------    --------
          Total unrealized holding gains (losses) on
            investments arising during period...............     (161,730)     13,178      29,560
                                                                ---------    --------    --------
  Less reclassification adjustments for items included in
     net income:
     Adjustment for (gains) losses included in realized
       investment gains (losses)............................       16,651       6,794      (9,016)
     Adjustment for amortization of premium on fixed
       maturities included in net investment income.........      (10,533)    (17,064)    (17,866)
     Adjustment for (gains) losses included in amortization
       of value of business acquired........................         (454)     (7,378)     (2,353)
     Adjustment for (gains) losses included in amortization
       of insurance acquisition costs.......................        1,892        (463)       (355)
                                                                ---------    --------    --------
          Total reclassification adjustments for items
            included in net income..........................        7,556     (18,111)    (29,590)
                                                                ---------    --------    --------
Other comprehensive income (loss), before related income tax
  expense (benefit).........................................     (169,286)     31,289      59,150
Related income tax expense (benefit)........................      (15,492)     10,952        (985)
                                                                ---------    --------    --------
          Other comprehensive income (loss), net of tax.....     (153,794)     20,337      60,135
                                                                ---------    --------    --------
          Comprehensive income (loss).......................    $(108,854)   $ 85,486    $ 98,852
                                                                =========    ========    ========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       50
<PAGE>   56


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES



                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY


                                 (in thousands)



<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                ---------------------------------
                                                                  1999         1998        1997
                                                                ---------    --------    --------
<S>                                                             <C>          <C>         <C>
CAPITAL STOCK, beginning and end of period..................    $   2,500    $  2,500    $  2,500
                                                                ---------    --------    --------

ADDITIONAL PAID-IN CAPITAL, beginning of period.............      804,347     806,538     761,538
Capital contributions from parent...........................       --           4,261      45,000
Adjustment to prior period capital contribution from
  parent....................................................       --          (6,452)      --
                                                                ---------    --------    --------
          End of period.....................................      804,347     804,347     806,538
                                                                ---------    --------    --------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), beginning of
  period....................................................       32,975      12,637     (47,498)
Other comprehensive income (loss), net of tax...............     (153,794)     20,338      60,135
                                                                ---------    --------    --------
          End of period.....................................     (120,819)     32,975      12,637
                                                                ---------    --------    --------

RETAINED EARNINGS, beginning of period......................       14,037      43,888      34,421
Net income..................................................       44,940      65,149      38,717
Dividends to parent.........................................     (115,000)    (95,000)    (29,250)
                                                                ---------    --------    --------
          End of period.....................................      (56,023)     14,037      43,888
                                                                ---------    --------    --------

          Total stockholder's equity........................    $ 630,005    $853,859    $865,563
                                                                =========    ========    ========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       51
<PAGE>   57


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES



                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                 (in thousands)



<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                --------------------------------------
                                                                   1999           1998         1997
                                                                -----------    -----------   ---------
<S>                                                             <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income................................................    $    44,940    $    65,149   $  38,717
  Reconcilement of net income to net cash provided:
     Realized investment (gains) losses.....................          9,549        (51,868)    (10,546)
     Net change in trading account securities...............        (51,239)        (6,727)     --
     Interest credited and other charges....................        158,557        173,958     198,206
     Deferred insurance acquisition costs, net..............        (64,290)       (34,483)    (34,973)
     Amortization of value of business acquired.............         12,955         17,677      24,948
     Amortization of goodwill...............................         12,744         12,744      15,295
     Amortization of discount and premium on investments....         11,157         17,353      17,866
     Deferred income taxes..................................        (42,952)       (12,469)    (99,370)
     Net change in current federal income taxes.............        (10,594)       (73,162)     97,386
     Benefits and premium taxes due related to separate
       account bank-owned life insurance....................        149,477        123,884     180,546
     Other, net                                                     (11,901)       (41,477)     17,168
                                                                -----------    -----------   ---------
          Net cash provided from operating activities.......        218,403        190,579     445,243
                                                                -----------    -----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash from investments sold or matured:
     Fixed maturities held to maturity......................        335,735        491,699     229,208
     Fixed maturities sold prior to maturity................      1,269,290        882,596     633,872
     Equity securities......................................         11,379        107,598      --
     Mortgage loans, policy loans and other invested
       assets...............................................         75,389        180,316     131,866
  Cost of investments purchased or loans originated:
     Fixed maturities.......................................     (1,455,496)    (1,319,119)   (606,028)
     Equity securities......................................         (8,703)       (83,303)     --
     Mortgage loans, policy loans and other invested
       assets...............................................        (43,665)       (66,331)    (76,350)
  Short-term investments, net...............................         15,943        177,723    (164,361)
  Net change in receivable and payable for securities
     transactions...........................................        --                (677)     29,746
  Net change in other assets................................         (2,725)       --              244
                                                                -----------    -----------   ---------
          Net cash provided from investing activities.......        197,147        370,502     178,197
                                                                -----------    -----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Policyholder account balances:
     Deposits...............................................        383,874        180,124     145,687
     Withdrawals............................................       (694,848)      (649,400)   (745,510)
  Capital contributions from parent.........................        --               4,261      45,000
  Dividends to parent.......................................       (115,000)       (95,000)    (29,250)
  Other.....................................................          8,953        (11,448)    (18,275)
                                                                -----------    -----------   ---------
          Net cash used in financing activities.............       (417,021)      (571,463)   (602,348)
                                                                -----------    -----------   ---------
               Net increase (decrease) in cash..............         (1,471)       (10,382)     21,092
CASH, beginning of period...................................         13,486         23,868       2,776
                                                                -----------    -----------   ---------
CASH, end of period.........................................    $    12,015    $    13,486   $  23,868
                                                                ===========    ===========   =========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       52
<PAGE>   58


            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



BASIS OF PRESENTATION



     Kemper Investors Life Insurance Company and subsidiaries (the "Company")
issues fixed and variable annuity products, variable life, term life and
interest-sensitive life insurance products marketed primarily through a network
of financial institutions, securities brokerage firms, insurance agents and
financial planners. The Company is licensed in the District of Columbia and all
states except New York. The Company is a wholly-owned subsidiary of Kemper
Corporation ("Kemper"). Kemper and the Company are wholly-owned subsidiaries of
Zurich Financial Services ("ZFS" or "Zurich"). ZFS is owned by Zurich Allied AG
and Allied Zurich p.l.c., fifty-seven percent and forty-three percent,
respectively. Zurich Allied AG is listed on the Swiss Market Index. Allied
Zurich p.l.c. is included in the FTSE-100 Share Index in London.



     The financial statements include the accounts of the Company on a
consolidated basis. All significant intercompany balances and transactions have
been eliminated. Certain reclassifications have been made to the 1998 and 1997
consolidated financial statements in order for them to conform to the 1999
presentation. The accompanying consolidated financial statements of the Company
as of and for the years ended December 31, 1999, 1998 and 1997, have been
prepared in conformity with accounting principles generally accepted in the
United States.



ESTIMATES



     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that could affect the reported amounts of assets and
liabilities as well as the disclosure of contingent assets or liabilities at the
date of the financial statements. As a result, actual results reported as
revenue and expenses could differ from the estimates reported in the
accompanying financial statements. As further discussed in the accompanying
notes to the consolidated financial statements, significant estimates and
assumptions affect goodwill, deferred insurance acquisition costs, the value of
business acquired, provisions for real estate-related losses and reserves,
other-than-temporary declines in values for fixed maturities, the valuation
allowance for deferred income taxes and the calculation of fair value
disclosures for certain financial instruments.



GOODWILL



     The Company reviews goodwill to determine if events or changes in
circumstances may have affected the recoverability of the outstanding goodwill
as of each reporting period. In the event that the Company determines that
goodwill is not recoverable, it would amortize such amounts as additional
goodwill expense in the accompanying financial statements. As of December 31,
1999, the Company believes that no such adjustment is necessary.



     In December of 1997, the Company changed its amortization period from
twenty-five years to twenty years in order to conform to Zurich's accounting
practices and policies. As a result of the change in amortization periods, the
Company recorded an increase in goodwill amortization expense of $5.1 million
during 1997.



VALUE OF BUSINESS ACQUIRED



     The value of business acquired reflects the estimated fair value of the
Company's life insurance business in force and represents the portion of the
cost to acquire the Company that is allocated to the value of the right to
receive future cash flows from insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies.



     The value of the business acquired is amortized over the estimated contract
life of the business acquired in relation to the present value of estimated
gross profits using current assumptions based on an interest rate equal to


                                       53
<PAGE>   59

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


the liability or contract rate on the value of business acquired. The estimated
amortization and accretion of interest for the value of business acquired for
each of the years through December 31, 2004 are as follows:



<TABLE>
<CAPTION>
                                                                                                   PROJECTED
                    (IN THOUSANDS)                       BEGINNING                  ACCRETION OF    ENDING
                YEAR ENDED DECEMBER 31                    BALANCE    AMORTIZATION     INTEREST      BALANCE
                ----------------------                   ---------   ------------   ------------   ---------
<S>                                                      <C>         <C>            <C>            <C>
1997 (actual)..........................................   168,692      (34,906)        9,958        143,744
1998 (actual)..........................................   143,744      (26,807)        9,129        126,066
1999 (actual)..........................................   126,066      (20,891)        7,936        113,111
2000...................................................   113,111      (23,418)        6,971         96,664
2001...................................................    96,664      (21,493)        5,890         81,061
2002...................................................    81,061      (17,805)        4,970         68,226
2003...................................................    68,226      (16,160)        4,185         56,251
2004...................................................    56,251      (14,625)        3,438         45,064
</TABLE>



     The projected ending balance of the value of business acquired will be
further adjusted to reflect the impact of unrealized gains or losses on fixed
maturities held as available for sale in the investment portfolio. Such
adjustments are not recorded in the Company's net income but rather are recorded
as a credit or charge to accumulated other comprehensive income, net of income
tax. This adjustment increased the value of business acquired by $6.0 million as
of December 31, 1999 and decreased the value of business acquired by $7.2
million as of December 31, 1998. Accumulated other comprehensive income
increased by approximately $3.9 million as of December 31, 1999 due to this
adjustment and decreased accumulated other comprehensive income by $4.7 million
as of December 31, 1998.



LIFE INSURANCE REVENUE AND EXPENSES



     Revenue for annuities, variable life insurance and interest-sensitive life
insurance products consists of investment income, and policy charges such as
mortality, expense and surrender charges and expense loads for premium taxes on
certain contracts. Expenses consist of benefits and interest credited to
contracts, policy maintenance costs and amortization of deferred insurance
acquisition costs.



     Premiums for term life policies are reported as earned when due. Profits
for such policies are recognized over the duration of the insurance policies by
matching benefits and expenses to premium income.



REINSURANCE



     In the ordinary course of business, the Company enters into reinsurance
agreements to diversify risk and limit its overall financial exposure to certain
blocks of fixed-rate annuities and to individual death claims. The Company
generally cedes 100 percent of the related annuity liabilities under the terms
of the reinsurance agreements. Although these reinsurance agreements
contractually obligate the reinsurers to reimburse the Company, they do not
discharge the Company from its primary liabilities and obligations to
policyholders. As such, these amounts paid or deemed to have been paid are
recorded on the Company's consolidated balance sheet as reinsurance recoverables
and ceded future policy benefits.



DEFERRED INSURANCE ACQUISITION COSTS



     The costs of acquiring new business, principally commission expense and
certain policy issuance and underwriting expenses, have been deferred to the
extent they are recoverable from estimated future gross profits on the related
contracts and policies. The deferred insurance acquisition costs for annuities,
separate account business and interest-sensitive life insurance products are
being amortized over the estimated contract life in relation to the present
value of estimated gross profits. Deferred insurance acquisition costs related
to such interest-sensitive products also reflect the estimated impact of
unrealized gains or losses on fixed maturities held as available for sale in the
investment portfolio, through a credit or charge to accumulated other
comprehensive income, net of income tax. The deferred insurance acquisition
costs for term-life insurance products are being amortized over the premium
paying period of the policies.


                                       54
<PAGE>   60

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


FUTURE POLICY BENEFITS



     Liabilities for future policy benefits related to annuities and
interest-sensitive life contracts reflect net premiums received plus interest
credited during the contract accumulation period and the present value of future
payments for contracts that have annuitized. Current interest rates credited
during the contract accumulation period range from 3.0 percent to 10.0 percent.
Future minimum guaranteed interest rates vary from 3.0 percent to 4.0 percent.
For contracts that have annuitized, interest rates used in determining the
present value of future payments range principally from 2.5 percent to 12.0
percent.



     Liabilities for future term life policy benefits have been computed
principally by a net level premium method. Anticipated rates of mortality are
based on the 1975-1980 Select and Ultimate Table modified by Company experience,
including withdrawals. Estimated future investment yields are a level 7.1
percent.



GUARANTY FUND ASSESSMENTS



     The Company is liable for guaranty fund assessments related to certain
unaffiliated insurance companies that have become insolvent during the years
1999 and prior. The Company's financial statements include provisions for all
known assessments that are expected to be levied against the Company as well as
an estimate of amounts (net of estimated future premium tax recoveries) that the
Company believes it will be assessed in the future for which the life insurance
industry has estimated the cost to cover losses to policyholders.



INVESTED ASSETS AND RELATED INCOME



     Investments in fixed maturities and equity securities are carried at fair
value. Short-term investments are carried at cost, which approximates fair
value.



     The amortized cost of fixed maturities is adjusted for amortization of
premiums and accretion of discounts to maturity, or in the case of
mortgage-backed and asset-backed securities, over the estimated life of the
security. Such amortization is included in net investment income. Amortization
of the discount or premium from mortgage-backed and asset-backed securities is
recognized using a level effective yield method which considers the estimated
timing and amount of prepayments of the underlying loans and is adjusted to
reflect differences which arise between the prepayments originally anticipated
and the actual prepayments received and currently anticipated. To the extent
that the estimated lives of such securities change as a result of changes in
prepayment rates, the adjustment is also included in net investment income. The
Company does not accrue interest income on fixed maturities deemed to be
impaired on an other-than-temporary basis, or on mortgage loans and other real
estate loans where the likelihood of collection of interest is doubtful.



     Mortgage loans are carried at their unpaid balance, net of unamortized
discount and any applicable reserves or write-downs. Other real estate-related
investments, net of any applicable reserves and write-downs, include notes
receivable from real estate ventures and investments in real estate ventures,
adjusted for the equity in the operating income or loss of such ventures. Real
estate reserves are established when declines in collateral values, estimated in
light of current economic conditions, indicate a likelihood of loss.



     Investments in policy loans and other invested assets, consisting primarily
of venture capital investments and a leveraged lease, are carried primarily at
cost.



     Realized gains or losses on sales of investments, determined on the basis
of identifiable cost on the disposition of the respective investment,
recognition of other-than-temporary declines in value and changes in real
estate-related reserves and write-downs are included in revenue. Net unrealized
gains or losses on revaluation of investments are credited or charged to
accumulated other comprehensive income (loss). Such unrealized gains are
recorded net of deferred income tax expense, while unrealized losses are not tax
benefitted.



SEPARATE ACCOUNT BUSINESS



     The assets and liabilities of the separate accounts represent segregated
funds administered and invested by the Company for purposes of funding variable
annuity and variable life insurance contracts for the exclusive benefit of
variable annuity and variable life insurance contract holders. The Company
receives administrative fees from the


                                       55
<PAGE>   61

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


separate account and retains varying amounts of withdrawal charges to cover
expenses in the event of early withdrawals by contract holders. The assets and
liabilities of the separate accounts are carried at fair value.



INCOME TAX



     The Company files a separate Federal income tax return. Deferred taxes are
provided on the temporary differences between the tax and financial statement
basis of assets and liabilities.



(2) CASH FLOW INFORMATION



     The Company defines cash as cash in banks and money market accounts. The
Company paid federal income taxes of $83.8 million, $126.0 million and $29.0
million directly to the United States Treasury Department during 1999, 1998 and
1997, respectively.



(3) INVESTED ASSETS AND RELATED INCOME



     The Company is carrying its fixed maturity investment portfolio at
estimated fair value as fixed maturities are considered available for sale. The
carrying value of fixed maturities compared with amortized cost, adjusted for
other-than-temporary declines in value, were as follows:



<TABLE>
<CAPTION>
                                                                                 ESTIMATED UNREALIZED
                                                        CARRYING    AMORTIZED    ---------------------
                                                         VALUE         COST       GAINS       LOSSES
                   (in thousands)                      ----------   ----------   --------   ----------
<S>                                                    <C>          <C>          <C>        <C>
DECEMBER 31, 1999
U.S. treasury securities and obligations of U.S.
  government agencies and authorities................  $    6,516   $    6,631   $ --       $    (115)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed..................      21,656       22,107     --            (451)
Debt securities issued by foreign governments........      23,890       24,749       380       (1,239)
Corporate securities.................................   2,063,054    2,147,606     2,750      (87,302)
Mortgage and asset-backed securities.................   1,160,901    1,196,095       450      (35,644)
                                                       ----------   ----------   -------    ---------
       Total fixed maturities........................  $3,276,017   $3,397,188   $ 3,580    $(124,751)
                                                       ==========   ==========   =======    =========
DECEMBER 31, 1998
U.S. treasury securities and obligations of U.S.
  government agencies and authorities................  $    7,951   $    7,879   $    81    $      (9)
Obligations of states and political subdivisions,
  special revenue and nonguaranteed..................      27,039       26,768       362          (91)
Debt securities issued by foreign governments........      69,357       67,239     2,266         (148)
Corporate securities.................................   1,908,850    1,866,372    46,664       (4,186)
Mortgage and asset-backed securities.................   1,469,623    1,453,277    19,063       (2,717)
                                                       ----------   ----------   -------    ---------
       Total fixed maturities........................  $3,482,820   $3,421,535   $68,436    $  (7,151)
                                                       ==========   ==========   =======    =========
</TABLE>



     The carrying value and amortized cost of fixed maturity investments, by
contractual maturity at December 31, 1999, are shown below. Actual maturities
will differ from contractual maturities because borrowers may


                                       56
<PAGE>   62

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)


have the right to call or prepay obligations with or without call or prepayment
penalties and because mortgage-backed and asset-backed securities provide for
periodic payments throughout their life.



<TABLE>
<CAPTION>
                                                                 CARRYING     AMORTIZED
                                                                  VALUE          COST
                       (in thousands)                           ----------    ----------
<S>                                                             <C>           <C>
One year or less............................................    $   49,221    $   48,953
Over one year through five years............................       747,086       765,064
Over five years through ten years...........................     1,022,850     1,073,468
Over ten years..............................................       295,959       313,608
Securities not due at a single maturity date, primarily
  mortgage and asset-backed securities(1)...................     1,160,901     1,196,095
                                                                ----------    ----------
       Total fixed maturities...............................    $3,276,017    $3,397,188
                                                                ==========    ==========
</TABLE>


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

(1) Weighted average maturity of 4.9 years.



     Proceeds from sales of investments in fixed maturities prior to maturity
were $1,269.3 million, $882.6 million and $633.9 million during 1999, 1998 and
1997, respectively. Gross gains of $7.9 million, $10.1 million and $3.1 million
and gross losses of $17.7 million, $8.0 million and $13.7 million were realized
on sales and write-downs of fixed maturities in 1999, 1998 and 1997,
respectively. Excluding agencies of the U.S. government, there were no
individual investments that exceeded ten percent of stockholder's equity at
December 31, 1999.



     At December 31, 1999, securities carried at approximately $6.2 million were
on deposit with governmental agencies as required by law.



     Upon default or indication of potential default by an issuer of fixed
maturity securities, the issue(s) of such issuer would be placed on nonaccrual
status and, since declines in fair value would no longer be considered by the
Company to be temporary, would be analyzed for possible write-down. Any such
issue would be written down to its net realizable value during the fiscal
quarter in which the impairment was determined to have become other than
temporary. Thereafter, each issue on nonaccrual status is regularly reviewed,
and additional write-downs may be taken in light of later developments.



     The Company's computation of net realizable value involves judgments and
estimates, so such value should be used with care. Such value determination
considers such factors as the existence and value of any collateral security;
the capital structure of the issuer; the level of actual and expected market
interest rates; where the issue ranks in comparison with other debt of the
issuer; the economic and competitive environment of the issuer and its business;
the Company's view on the likelihood of success of any proposed issuer
restructuring plan; and the timing, type and amount of any restructured
securities that the Company anticipates it will receive.



     The Company's $151.6 million real estate portfolio at December 31, 1999
consists of joint venture and third-party mortgage loans and other real
estate-related investments. At December 31, 1999 and 1998, total impaired real
estate-related loans were as follows:



<TABLE>
<CAPTION>
                                                                DECEMBER 31    DECEMBER 31
                                                                   1999           1998
                       (in millions)                            -----------    -----------
<S>                                                             <C>            <C>
Impaired loans without reserves--gross......................      $ 74.9         $ 83.9
Impaired loans with reserves--gross.........................        23.4           25.0
                                                                  ------         ------
       Total gross impaired loans...........................        98.3          108.9
Reserves related to impaired loans..........................       (18.5)         (18.5)
Write-downs related to impaired loans.......................        (3.5)          (3.5)
                                                                  ------         ------
       Net impaired loans...................................      $ 76.3         $ 86.9
                                                                  ======         ======
</TABLE>



     Impaired loans without reserves include loans in which the deficit in
equity investments in real estate-related investments is considered in
determining reserves and write-downs. The Company had an average balance of
$100.0 million and $54.6 million in impaired loans for 1999 and 1998,
respectively. Cash payments received on impaired loans are generally applied to
reduce the outstanding loan balance.


                                       57
<PAGE>   63

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)


     At December 31, 1999 and 1998, loans on nonaccrual status, before reserves
and write-downs, amounted to $98.3 million and $37.4 million, respectively. The
Company's nonaccrual loans are generally included in impaired loans.



NET INVESTMENT INCOME



The sources of net investment income were as follows:



<TABLE>
<CAPTION>
                                                                  1999        1998        1997
                       (in thousands)                           --------    --------    --------
<S>                                                             <C>         <C>         <C>
Interest and dividends on fixed maturities..................    $231,176    $232,707    $250,170
Dividends on equity securities..............................       4,618       2,143       2,123
Income from short-term investments..........................       3,568       5,391       4,128
Income from mortgage loans..................................       6,296      14,964      16,283
Income from policy loans....................................      20,131      21,096      20,549
Income from other real estate-related investments...........         155         352       6,631
Income from other loans and investments.....................       2,033       2,223       2,045
                                                                --------    --------    --------
       Total investment income..............................    $267,977    $278,876    $301,929
Investment expense..........................................      (3,337)     (5,364)     (5,734)
                                                                --------    --------    --------
       Net investment income................................    $264,640    $273,512    $296,195
                                                                ========    ========    ========
</TABLE>



NET REALIZED INVESTMENT GAINS (LOSSES)



Net realized investment gains (losses) for the years ended December 31, 1999,
1998 and 1997, were as follows:



<TABLE>
<CAPTION>
                                                                   REALIZED GAINS (LOSSES)
                                                                ------------------------------
                                                                 1999       1998        1997
                       (in thousands)                           -------    -------    --------
<S>                                                             <C>        <C>        <C>
Real estate-related.........................................    $ 4,201    $41,362    $ 19,758
Fixed maturities............................................     (9,755)     2,158     (10,656)
Trading account securities--gross gains.....................        491      3,254       --
Trading account securities--gross losses....................     (7,794)      (417)      --
Trading account securities--holding losses..................      --          (151)      --
Equity securities...........................................      1,039      5,496         914
Other.......................................................      2,269        166         530
                                                                -------    -------    --------
  Realized investment gains (losses) before income tax
     expense (benefit)......................................    $(9,549)   $51,868    $ 10,546
Income tax expense (benefit)................................     (3,342)    18,154       3,691
                                                                -------    -------    --------
  Net realized investment gains (losses)....................    $(6,207)   $33,714    $  6,855
                                                                =======    =======    ========
</TABLE>



     Unrealized gains (losses) are computed below as follows: fixed
maturities--the difference between fair value and amortized cost, adjusted for
other-than-temporary declines in value; equity and other securities--the


                                       58
<PAGE>   64

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(3) INVESTED ASSETS AND RELATED INCOME (CONTINUED)


difference between fair value and cost. The change in net unrealized investment
gains (losses) by class of investment for the years ended December 31, 1999,
1998 and 1997 were as follows:



<TABLE>
<CAPTION>
                                                                    CHANGE IN UNREALIZED GAINS (LOSSES)
                                                                -------------------------------------------
                                                                DECEMBER 31     DECEMBER 31     DECEMBER 31
                                                                    1999            1998           1997
                       (in thousands)                           ------------    ------------    -----------
<S>                                                             <C>             <C>             <C>
Fixed maturities............................................     $(182,456)       $36,717        $ 87,787
Equity and other securities.................................        (3,929)        (1,075)           (103)
Adjustment to deferred insurance acquisition costs..........         3,834         (2,399)         (2,325)
Adjustment to value of business acquired....................        13,265         (1,954)        (26,209)
                                                                 ---------        -------        --------
  Unrealized gain (loss) before income tax expense
     (benefit)..............................................      (169,286)        31,289          59,150
Income tax expense (benefit)................................       (15,492)        10,952            (985)
                                                                 ---------        -------        --------
       Net unrealized gain (loss) on investments............     $(153,794)       $20,337        $ 60,135
                                                                 =========        =======        ========
</TABLE>



(4) UNCONSOLIDATED INVESTEES



     At December 31, 1999 and 1998 the Company, along with other Kemper
subsidiaries, directly held partnership interests in a number of real estate
joint ventures. The Company's direct and indirect real estate joint venture
investments are accounted for utilizing the equity method, with the Company
recording its share of the operating results of the respective partnerships. The
Company, as an equity owner, has the ability to fund, and historically has
elected to fund, operating requirements of certain of the joint ventures.
Consolidation accounting methods are not utilized as the Company, in most
instances, does not own more than 50 percent in the aggregate, and in any event,
major decisions of the partnership must be made jointly by all partners.



     As of December 31, 1999 and 1998, the Company's net equity investment in
unconsolidated investees amounted to $0.9 million and $1.2 million,
respectively. The Company's share of net income related to such unconsolidated
investees amounted to $155 thousand, $241 thousand and $835 thousand in 1999,
1998 and 1997, respectively.



(5) CONCENTRATION OF CREDIT RISK



     The Company generally strives to maintain a diversified invested asset
portfolio; however, certain concentrations of credit risk exist in mortgage and
asset-backed securities and real estate.



     Approximately 20.0 percent of the Company's investment-grade fixed
maturities at December 31, 1999 were mortgage-backed securities, down from 28.0
percent at December 31, 1998, due to sales and paydowns during 1999. These
investments consist primarily of marketable mortgage pass-through securities
issued by the Government National Mortgage Association, the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation and other
investment-grade securities collateralized by mortgage pass-through securities
issued by these entities. The Company has not made any investments in
interest-only or other similarly volatile tranches of mortgage-backed
securities. The Company's mortgage-backed investments are generally AAA credit
quality.



     Approximately 16.8 percent and 15.4 percent of the Company's
investment-grade fixed maturities at December 31, 1999 and 1998, respectively,
consisted of corporate asset-backed securities. The majority of the Company's
investments in asset-backed securities were backed by home equity loans (24.0%),
commercial mortgage-backed securities (22.8%), manufactured housing loans
(12.5%), other commercial assets (11.3%) and collateralized loan and bond
obligations (10.6%).



     The Company's real estate portfolio is distributed by geographic location
and property type. The geographic distribution of a majority of the real estate
portfolio as of December 31, 1999 was as follows: California (36.8%), Hawaii
(13.6%), Washington (10.9%) and Colorado (10.1%). The property type distribution
of a majority of the real estate portfolio as of December 31, 1999 was as
follows: hotels (36.3%), land (36.1%) and residential (13.5%).



     To maximize the value of certain land and other projects, additional
development has been proceeding or has been planned. Such development of
existing projects would continue to require funding, either from the


                                       59
<PAGE>   65

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(5) CONCENTRATION OF CREDIT RISK (CONTINUED)


Company or third parties. In the present real estate markets, third-party
financing can require credit enhancing arrangements (e.g., standby financing
arrangements and loan commitments) from the Company. The values of development
projects are dependent on a number of factors, including Kemper's and the
Company's plans with respect thereto, obtaining necessary construction and
zoning permits and market demand for the permitted use of the property. There
can be no assurance that such permits will be obtained as planned or at all, nor
that such expenditures will occur as scheduled, nor that Kemper's and the
Company's plans with respect to such projects may not change substantially.



     Slightly more than half of the Company's real estate mortgage loans are on
properties or projects where the Company, Kemper, or their affiliates have taken
ownership positions in joint ventures with a small number of partners.



     At December 31, 1999, loans to and investments in joint ventures in which
Patrick M. Nesbitt or his affiliates ("Nesbitt"), a third-party real estate
developer, have ownership interests constituted approximately $63.9 million, or
42.2 percent, of the Company's real estate portfolio. The Nesbitt ventures
consist of nine hotel properties, one office building and one retail property.
At December 31, 1999, the Company did not have any Nesbitt-related
off-balance-sheet legal funding commitments outstanding.



     At December 31, 1999, loans to a master limited partnership (the "MLP")
between subsidiaries of Kemper and subsidiaries of Lumbermens Mutual Casualty
Company ("Lumbermens"), a former affiliate, constituted approximately $55.4
million, or 36.5 percent, of the Company's real estate portfolio. Kemper's
interest in the MLP is 75.0 percent at December 31, 1999. Loans to the MLP were
placed on non-accrual status at the beginning of 1999 due to management's desire
not to increase book value of the MLP over net realizable value, as interest on
these loans has historically been added to principal. At December 31, 1999,
MLP-related commitments accounted for approximately $0.1 million of the
Company's off-balance-sheet legal commitments.



     The remaining significant real estate-related investments amounted to $20.7
million at December 31, 1999 and consisted of various zoned and unzoned
residential and commercial lots located in Hawaii. Due to certain negative
zoning restriction developments in January 1997 and a continuing economic slump
in Hawaii, the Company has placed these real estate-related investments on
nonaccrual status as of December 31, 1996. The Company is currently pursuing the
zoning of all remaining unzoned properties, as well as pursuing steps to sell
all remaining zoned properties. However, due to the state of Hawaii's economy,
which has lagged behind the economic expansion of most of the rest of the United
States, the Company anticipates that it could be several additional years until
it completely disposes of all of its investments in Hawaii. At December 31,
1999, off-balance sheet legal commitments related to Hawaiian properties totaled
$4.0 million.



     At December 31, 1999, the Company no longer had any outstanding loans or
investments in projects with the Prime Group, Inc. or its affiliates, as all
such investments have been sold. However, the Company continues to have Prime
Group-related commitments, which accounted for $25.7 million of the Company's
off-balance-sheet legal commitments at December 31, 1999.



(6) INCOME TAXES



Income tax expense (benefit) was as follows for the years ended December 31,
1999, 1998 and 1997:



<TABLE>
<CAPTION>
                                                                1999       1998       1997
                       (in thousands)                         --------   --------   --------
<S>                                                           <C>        <C>        <C>
Current.....................................................  $ 75,816   $ 52,273   $130,662
Deferred....................................................   (42,952)   (12,469)   (99,370)
                                                              --------   --------   --------
          Total.............................................  $ 32,864   $ 39,804   $ 31,292
                                                              ========   ========   ========
</TABLE>


                                       60
<PAGE>   66

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(6) INCOME TAXES (CONTINUED)


     Additionally, the deferred income tax (benefit) expense related to items
included in other comprehensive income was as follows for the years ended
December 31, 1999, 1998 and 1997:



<TABLE>
<CAPTION>
                                                                  1999       1998       1997
                       (in thousands)                           --------    -------    -------
<S>                                                             <C>         <C>        <C>
Unrealized gains and losses on investments..................    $(21,477)   $12,476    $ 9,002
Value of business acquired..................................       4,643       (684)    (9,173)
Deferred insurance acquisition costs........................       1,342       (840)      (814)
                                                                --------    -------    -------
          Total.............................................    $(15,492)   $10,952    $  (985)
                                                                ========    =======    =======
</TABLE>



     The actual income tax expense for 1999, 1998 and 1997 differed from the
"expected" tax expense for those years as displayed below. "Expected" tax
expense was computed by applying the U.S. federal corporate tax rate of 35
percent in 1999, 1998, and 1997 to income before income tax expense.



<TABLE>
<CAPTION>
                                                                 1999       1998       1997
                       (in thousands)                           -------    -------    -------
<S>                                                             <C>        <C>        <C>
Computed expected tax expense...............................    $27,232    $36,734    $24,503
Difference between "expected" and actual tax expense:
  State taxes...............................................      1,608       (434)     1,801
  Amortization of goodwill..................................      4,460      4,460      5,353
  Dividend received deduction...............................      --          (540)     --
  Foreign tax credit........................................       (306)      (250)      (278)
  Other, net................................................       (130)      (166)       (87)
                                                                -------    -------    -------
          Total actual tax expense..........................    $32,864    $39,804    $31,292
                                                                =======    =======    =======
</TABLE>



     Deferred tax assets and liabilities are generally determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company only records deferred tax
assets if future realization of the tax benefit is more likely than not, with a
valuation allowance recorded for the portion that is not likely to be realized.
The valuation allowance is subject to future adjustments based upon, among other
items, the Company's estimates of future operating earnings and capital gains.



     The Company has established a valuation allowance to reduce the deferred
federal tax asset related to real estate and unrealized losses on investments to
a realizable amount. This amount is based on the evidence available and
management's judgment. Any reversals of the valuation allowance are contingent
upon the recognition of future capital gains in the Company's federal income tax
return or a change in circumstances which causes the recognition of the benefits
to become more likely than not. The change in the valuation allowance is related
solely to the change in the net deferred federal tax asset or liability from
unrealized gains or losses on investments.



     The tax effects of temporary differences that give rise to significant
portions of the Company's net deferred federal tax assets or liabilities were as
follows:



<TABLE>
<CAPTION>
                                                              DECEMBER 31    DECEMBER 31    DECEMBER 31
                                                                 1999           1998           1997
                       (in thousands)                         -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Deferred federal tax assets:
  Deferred insurance acquisition costs ("DAC Tax")..........   $121,723       $ 86,332       $ 75,522
  Unrealized losses on investments..........................     43,758         --             --
  Life policy reserves......................................     43,931         27,240         43,337
  Unearned revenue..........................................     59,349         42,598         37,243
  Real estate-related.......................................      7,103         13,944         13,400
  Other investment-related..................................        928          5,770          3,298
  Other.....................................................      3,133          4,923          4,371
                                                               --------       --------       --------
     Total deferred federal tax assets......................    279,925        180,807        177,171
  Valuation allowance.......................................    (58,959)       (15,201)       (15,201)
                                                               --------       --------       --------
     Total deferred federal tax assets after valuation
       allowance............................................    220,966        165,606        161,970
                                                               --------       --------       --------
</TABLE>


                                       61
<PAGE>   67

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(6) INCOME TAXES (CONTINUED)



<TABLE>
<CAPTION>
                                                              DECEMBER 31    DECEMBER 31    DECEMBER 31
                                                                 1999           1998           1997
                       (in thousands)                         -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Deferred federal tax liabilities:
  Value of business acquired................................     55,884         41,598         48,469
  Deferred insurance acquisition costs......................     41,706         32,040         20,811
  Depreciation and amortization.............................     19,957         19,111         20,201
  Other investment-related..................................      7,670         14,337         18,774
  Unrealized gains on investments...........................     --             21,477          9,002
  Other.....................................................      2,247          1,984          4,720
                                                               --------       --------       --------
     Total deferred federal tax liabilities.................    127,464        130,547        121,977
                                                               --------       --------       --------
Net deferred federal tax assets.............................   $ 93,502       $ 35,059       $ 39,993
                                                               ========       ========       ========
</TABLE>



     The net deferred tax assets relate primarily to unearned revenue and the
DAC Tax associated with $1.6 billion and $1.5 billion of new and renewal sales
in 1999 and 1998, respectively, from a non-registered individual and group
variable bank-owned life insurance contract ("BOLI"). Management believes that
it is more likely than not that the results of future operations will generate
sufficient taxable income over the ten year amortization period of the unearned
revenue and DAC Tax to realize such deferred tax assets.



     The tax returns through the year 1993 have been examined by the Internal
Revenue Service ("IRS"). Changes proposed are not material to the Company's
financial position. The tax returns for the years 1994 through 1996 are
currently under examination by the IRS.



(7) RELATED-PARTY TRANSACTIONS



     The Company received capital contributions from Kemper of $4.3 million and
$45.0 million during 1998 and 1997, respectively. The Company paid cash
dividends of $115.0 million, $95.0 million and $29.3 million to Kemper during
1999, 1998 and 1997, respectively.



     The Company has loans to joint ventures, consisting primarily of mortgage
loans on real estate, in which the Company and/or one of its affiliates has an
ownership interest. At December 31, 1999 and 1998, joint venture mortgage loans
totaled $67.2 million and $65.8 million, respectively, and during 1999, 1998 and
1997, the Company earned interest income on these joint venture loans of $0.6
million, $6.8 million and $7.5 million, respectively.



     All of the Company's personnel are employees of Federal Kemper Life
Assurance Company ("FKLA"), an affiliated company. The Company is allocated
expenses for the utilization of FKLA employees and facilities, the investment
management services of Scudder Kemper Investments, Inc. ("SKI") an affiliated
company, and the information systems of Kemper Service Company ("KSvC"), an SKI
subsidiary, based on the Company's share of administrative, legal, marketing,
investment management, information systems and operation and support services.
During 1999 and 1998, expenses allocated to the Company from SKI amounted to $17
thousand and $43 thousand, respectively. During 1997, expenses allocated to the
Company from SKI and KSvC amounted to $114 thousand. The Company also paid to
SKI investment management fees of $1.8 million, $3.1 million and $3.5 million
during 1999, 1998 and 1997, respectively. In addition, expenses allocated to the
Company from FKLA during 1999, 1998 and 1997 amounted to $34.1 million, $35.5
million and $30.0 million, respectively. The Company also paid to Kemper real
estate subsidiaries fees of $1.0 million, $1.5 million and $2.2 million in 1999,
1998 and 1997, respectively, related to the management of the Company's real
estate portfolio.



(8) REINSURANCE



     As of December 31, 1999 and 1998, the reinsurance recoverable related to
fixed-rate annuity liabilities ceded to an affiliate amounted to $309.7 million
and $344.8 million, respectively.



     In 1996, the Company assumed, on a yearly renewable term basis, term life
insurance from FKLA. Premiums assumed during 1999 under the terms of the treaty
amounted to $21.3 million and the face amount which remained outstanding at
December 31, 1999 amounted to $10.4 billion.


                                       62
<PAGE>   68

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(8) REINSURANCE (CONTINUED)


     Effective January 1, 1997, the Company ceded 90 percent of all new direct
life insurance premiums to outside reinsurers. Life reserves ceded to outside
reinsurers on the Company's direct business amounted to approximately $595
thousand and $413 thousand as of December 31, 1999 and 1998, respectively.



     During December 1997, the Company entered into a funds withheld reinsurance
agreement with a Zurich affiliated company, Zurich Insurance Company, Bermuda
Branch ("ZICBB"), formerly ZC Life Reinsurance Limited. Under the terms of this
agreement, the Company ceded, on a yearly renewable term basis, 90 percent of
the net amount at risk (death benefit payable to the insured less the insured's
separate account cash surrender value) related to BOLI, which is held in the
Company's separate accounts. As consideration for this reinsurance coverage, the
Company cedes separate account fees (cost of insurance charges) to ZICBB and
retains a portion of such funds under the terms of the reinsurance agreement in
a funds withheld account which is included as a component of benefits and funds
payable in the accompanying consolidated balance sheets. During 1998, the
Company modified the reinsurance agreement to increase the reinsurance from
ninety percent to one hundred percent.



     The following table contains amounts related to the BOLI funds withheld
reinsurance agreement (in millions):



BANK OWNED LIFE INSURANCE (BOLI)


(in millions)



<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                                --------------------------------
                                                                  1999        1998        1997
                                                                --------    --------    --------
<S>                                                             <C>         <C>         <C>
Face amount in force........................................    $ 82,021    $ 66,186    $ 59,338
                                                                ========    ========    ========
Net amount at risk ceded....................................    $(75,979)   $(62,160)   $(51,066)
                                                                ========    ========    ========
Cost of insurance charges ceded.............................    $  166.4    $  175.5    $   24.3
                                                                ========    ========    ========
Funds withheld account......................................    $  263.4    $  170.9    $   23.4
                                                                ========    ========    ========
</TABLE>



     The Company has a funds withheld account ("FWA") supporting reserve credits
on reinsurance ceded on the BOLI product. Amendments to the reinsurance
contracts during 1998 changed the methodology used to determine increases to the
FWA. A substantial portion of the FWA was marked-to-market based predominantly
upon the total return of the Governmental Bond Division of the KILICO Variable
Series I Separate Account. During 1998, the Company recorded a $2.5 million
increase to the FWA related to this mark-to-market. In November 1998, to
properly match revenue and expenses, the Company had also placed assets
supporting the FWA in a segmented portion of its General Account. This portfolio
was classified as "trading" under Statement of Financial Accounting Standards
No. 115 ("FAS 115") at December 31, 1998 and through November 30, 1999. FAS 115
mandates that assets held in a trading account be valued at fair value, with
changes in fair value flowing through the income statement as realized capital
gains and losses. During 1998, the Company recorded a realized capital gain of
$2.8 million upon transfer of these assets from "available for sale" to the
trading portfolio as required by FAS 115. In addition, the Company recorded
realized capital losses of $7.3 million and $0.2 million related to the changes
in fair value of this portfolio during 1999 and 1998, respectively.



     Due to a change in the reinsurance strategy related to the BOLI product,
effective December 1, 1999, the Company no longer marked-to-market a portion of
the FWA liability and therefore no longer designated the related portion of
assets as "trading". As a result, changes in fair value to the FWA and the
assets supporting the FWA no longer flow through the Company's operating
results.



(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS



     FKLA sponsors a health and welfare benefit plan that provides insurance
benefits covering substantially all eligible, active and retired employees of
FKLA and their covered dependents and beneficiaries. The Company is allocated a
portion of the costs of providing such benefits. The Company is self insured
with respect to medical benefits, and the plan is not funded except with respect
to certain disability-related medical claims. The medical plan provides for
medical insurance benefits at retirement, with eligibility based upon age and
the participant's number of years of participation attained at retirement. The
plan is contributory for pre-Medicare retirees, and


                                       63
<PAGE>   69

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(9) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)


will be contributory for all retiree coverage for most current employees, with
contributions generally adjusted annually. Postretirement life insurance
benefits are noncontributory and are limited to $10,000 per participant.



     The allocated accumulated postretirement benefit obligation accrued by the
Company amounted to $1.2 million and $2.0 million at December 31, 1999 and 1998,
respectively.



     The discount rate used in determining the allocated postretirement benefit
obligation was 8.0 percent and 7.0 percent for 1999 and 1998, respectively. The
assumed health care trend rate used was based on projected experience for 1999,
7.2 percent for 2000, gradually declining to 5.6 percent by the year 2004 and
gradually declining thereafter.



     A one percentage point increase in the assumed health care cost trend rate
for each year would increase the accumulated postretirement benefit obligation
as of December 31, 1999 and 1998 by $190 thousand and $312 thousand,
respectively.



(10) COMMITMENTS AND CONTINGENT LIABILITIES



     The Company is involved in various legal actions for which it establishes
liabilities where appropriate. In the opinion of the Company's management, based
upon the advice of legal counsel, the resolution of such litigation is not
expected to have a material adverse effect on the consolidated financial
statements.



     Although neither the Company nor its joint venture projects have been
identified as a "potentially responsible party" under Federal environmental
guidelines, inherent in the ownership of, or lending to, real estate projects is
the possibility that environmental pollution conditions may exist on or near or
relate to properties owned or previously owned on properties securing loans.
Where the Company has presently identified remediation costs, they have been
taken into account in determining the cash flows and resulting valuations of the
related real estate assets. Based on the Company's receipt and review of
environmental reports on most of the projects in which it is involved, the
Company believes its environmental exposure would be immaterial to its
consolidated results of operations. However, the Company may be required in the
future to take actions to remedy environmental exposures, and there can be no
assurance that material environmental exposures will not develop or be
identified in the future. The amount of future environmental costs is impossible
to estimate due to, among other factors, the unknown magnitude of possible
exposures, the unknown timing and extent of corrective actions that may be
required, the determination of the Company's liability in proportion to others
and the extent such costs may be covered by insurance or various environmental
indemnification agreements.



(11) FINANCIAL INSTRUMENTS--OFF-BALANCE-SHEET RISK



     At December 31, 1999, the Company had future legal loan commitments and
stand-by financing agreements totaling $29.8 million to support the financing
needs of various real estate investments. To the extent these arrangements are
called upon, amounts loaned would be collateralized by assets of the joint
ventures, including first mortgage liens on the real estate. The Company's
criteria in making these arrangements are the same as for its mortgage loans and
other real estate investments. These commitments are included in the Company's
analysis of real estate-related reserves and write-downs. The fair values of
loan commitments and standby financing agreements are estimated in conjunction
with and using the same methodology as the fair value estimates of mortgage
loans and other real estate-related investments.



(12) FAIR VALUE OF FINANCIAL INSTRUMENTS



     Fair value estimates are made at specific points in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument. A significant portion of the Company's financial instruments are
carried at fair value. Fair value estimates for financial instruments not
carried at fair value are generally determined using discounted cash flow models
and assumptions that are based on judgments regarding current and future
economic conditions and the risk characteristics of the investments. Although
fair value estimates are calculated using assumptions that management believes
are appropriate, changes in assumptions could significantly affect the estimates
and such estimates should be used with care.


                                       64
<PAGE>   70

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(12) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)


     Fair value estimates are determined for existing on- and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business and the value of assets and certain liabilities that are not
considered financial instruments. Accordingly, the aggregate fair value
estimates presented do not represent the underlying value of the Company. For
example, the Company's subsidiaries are not considered financial instruments,
and their value has not been incorporated into the fair value estimates. In
addition, tax ramifications related to the realization of unrealized gains and
losses can have a significant effect on fair value estimates and have not been
considered in any of the estimates.



     The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:



     FIXED MATURITIES AND EQUITY SECURITIES: Fair values were determined by
using market quotations, or independent pricing services that use prices
provided by market makers or estimates of fair values obtained from yield data
relating to instruments or securities with similar characteristics, or fair
value as determined in good faith by the Company's portfolio manager, SKI.



     CASH AND SHORT-TERM INVESTMENTS: The carrying amounts reported in the
consolidated balance sheets for these instruments approximate fair values.



     MORTGAGE LOANS AND OTHER REAL ESTATE-RELATED INVESTMENTS: Fair values were
estimated based upon the investments observable market price, net of estimated
costs to sell. The estimates of fair value should be used with care given the
inherent difficulty in estimating the fair value of real estate due to the lack
of a liquid quotable market.



     OTHER LOANS AND INVESTMENTS: The carrying amounts reported in the
consolidated balance sheets for these instruments approximate fair values. The
fair values of policy loans were estimated by discounting the expected future
cash flows using an interest rate charged on policy loans for similar policies
currently being issued.



     LIFE POLICY BENEFITS: Fair values of the life policy benefits regarding
investment contracts (primarily deferred annuities) and universal life contracts
were estimated by discounting gross benefit payments, net of contractual
premiums, using the average crediting rate currently being offered in the
marketplace for similar contracts with maturities consistent with those
remaining for the contracts being valued. The Company had projected its future
average crediting rate in 1999 and 1998 to be 4.78 percent and 4.75 percent,
respectively, while the assumed average market crediting rate was 5.0 percent in
both 1999 and 1998.



     The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1999 and 1998 were as follows:



<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1999             DECEMBER 31, 1998
                                                    ------------------------      ------------------------
                                                     CARRYING        FAIR          CARRYING        FAIR
                                                      VALUE         VALUE           VALUE         VALUE
                 (in thousands)                     ----------    ----------      ----------    ----------
<S>                                                 <C>           <C>             <C>           <C>
Financial instruments recorded as assets:
  Fixed maturities..............................    $3,276,017    $3,276,017      $3,482,820    $3,482,820
  Trading account securities....................        --            --             101,781       101,781
  Cash and short-term investments...............        54,406        54,406          71,820        71,820
  Mortgage loans and other real estate-related
     assets.....................................       151,623       151,623         164,375       164,375
  Policy loans..................................       261,788       261,788         271,540       271,540
  Equity securities.............................        61,592        61,592          66,854        66,854
  Other invested assets.........................        25,620        26,226          23,645        27,620
Financial instruments recorded as liabilities:
  Life policy benefits, excluding term life
     reserves...................................     3,399,299     3,299,254       3,551,050     3,657,510
  Funds withheld account........................       263,428       263,428         170,920       170,920
</TABLE>



(13) STOCKHOLDER'S EQUITY--RETAINED EARNINGS



     The maximum amount of dividends which can be paid by insurance companies
domiciled in the State of Illinois to shareholders without prior approval of
regulatory authorities is restricted. The maximum amount of dividends which can
be paid by the Company without prior approval in 2000 is $59.1 million. The
Company paid


                                       65
<PAGE>   71

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(13) STOCKHOLDER'S EQUITY--RETAINED EARNINGS (CONTINUED)


cash dividends of $115.0 million, $95.0 million and $29.3 million to Kemper
during 1999, 1998 and 1997, respectively.



     The Company's net income and capital and surplus as determined in
accordance with statutory accounting principles were as follows:



<TABLE>
<CAPTION>
                                                                  1999          1998          1997
                       (in thousands)                           --------      --------      --------
<S>                                                             <C>           <C>           <C>
Net income..................................................    $ 59,116      $ 64,871      $ 58,372
                                                                ========      ========      ========
Statutory capital and surplus...............................    $394,966      $455,213      $476,924
                                                                ========      ========      ========
</TABLE>



     In March 1998, the National Association of Insurance Commissioners approved
the codification of statutory accounting principles. Codification is effective
January 1, 2001. The Company has not quantified the impact that codification
will have on its statutory financial position or results of operations.



(14) UNAUDITED INTERIM FINANCIAL INFORMATION



The following table sets forth the Company's unaudited quarterly financial
information:



(in thousands)



<TABLE>
<CAPTION>
                                                MARCH 31    JUNE 30     SEPTEMBER 30    DECEMBER 31      YEAR
QUARTER ENDED                                   --------    --------    ------------    -----------    --------
<S>                                             <C>         <C>         <C>             <C>            <C>
1999 OPERATING SUMMARY
  Revenues..................................    $95,646     $ 86,164      $78,301        $103,308      $363,419
                                                =======     ========      =======        ========      ========
  Net operating income, excluding realized
     gains (losses).........................    $11,222     $ 14,385      $11,568        $ 13,971      $ 51,147
  Net realized investment gains (losses)....       (627)      (1,286)      (5,098)            805        (6,207)
                                                -------     --------      -------        --------      --------
          Net income........................    $10,595     $ 13,099      $ 6,470        $ 14,776      $ 44,940
                                                =======     ========      =======        ========      ========
1998 OPERATING SUMMARY
  Revenues..................................    $98,026     $110,003      $98,752        $112,958      $419,739
                                                =======     ========      =======        ========      ========
  Net operating income, excluding realized
     gains..................................    $ 8,025     $  5,700      $ 7,169        $ 10,541      $ 31,435
  Net realized investment gains.............      1,205       10,187        5,818          16,504        33,714
                                                -------     --------      -------        --------      --------
          Net income........................    $ 9,230     $ 15,887      $12,987        $ 27,045      $ 65,149
                                                =======     ========      =======        ========      ========
1997 OPERATING SUMMARY
  Revenues..................................    $89,055     $ 99,293      $86,071        $151,061      $425,480
                                                =======     ========      =======        ========      ========
  Net operating income, excluding realized
     gains (losses).........................    $ 9,590     $  7,701      $ 6,075        $  8,496      $ 31,862
  Net realized investment gains (losses)....        578        5,305       (1,971)          2,943         6,855
                                                -------     --------      -------        --------      --------
          Net income........................    $10,168     $ 13,006      $ 4,104        $ 11,439      $ 38,717
                                                =======     ========      =======        ========      ========
</TABLE>



(15) OPERATING SEGMENTS AND RELATED INFORMATION



     In June 1997, the Financial Accounting Standards Board ("the FASB") issued
Statement of Financial Accounting Standards No. 131 ("FAS 131"), DISCLOSURES
ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. FAS 131 established
standards for how to report information about operating segments. It also
established standards for related disclosures about products and services,
geographic areas and major customers. The Company adopted FAS 131 as of December
31, 1998 and the impact of implementation did not affect the Company's
consolidated financial position, results of operations or cash flows. In the
initial year of adoption, FAS 131 requires comparative information for earlier
years to be restated, unless impracticable to do so.



     The Company, FKLA, Zurich Life Insurance Company of America, ("ZLICA"), and
Fidelity Life Association ("FLA"), a Mutual Legal Reserve Company, owned by its
policyholders, operate under the trade name Zurich Kemper Life. For purposes of
this operating segment disclosure, Zurich Kemper Life will also include the


                                       66
<PAGE>   72

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) OPERATING SEGMENTS AND RELATED INFORMATION (CONTINUED)


operations of Zurich Direct, Inc., an affiliated direct marketing life insurance
agency and excludes FLA, as it is owned by its policyholders.



     Zurich Kemper Life is segregated by Strategic Business Unit ("SBU"). The
SBU concept employed by ZFS has each SBU concentrate on a specific customer
market. The SBU is the focal point of Zurich Kemper Life, because it is at the
SBU level that Zurich Kemper Life can clearly identify customer segments and
then work to understand and satisfy the needs of each customer. The
contributions of Zurich Kemper Life's SBUs to consolidated revenues, operating
results and certain balance sheet data pertaining thereto, are shown in the
following tables on the basis of accounting principles generally accepted in the
United States.



     Zurich Kemper Life is segregated into the Life Brokerage, Financial,
Retirement Solutions Group ("RSG") and Direct SBUs. The SBUs are not managed at
the legal entity level, but rather at the Zurich Kemper Life level. Zurich
Kemper Life's SBUs cross legal entity lines, as certain similar products are
sold by more than one legal entity. The vast majority of the Company's business
is derived from the Financial and RSG SBUs.



     Each SBU's revenue is derived from geographically dispersed areas as Zurich
Kemper Life is licensed in the District of Columbia and all states except New
York. During 1999, 1998 and 1997, Zurich Kemper Life did not derive net revenue
from one customer that exceeded 10 percent of the total revenue of Zurich Kemper
Life.



     The principal products and markets of Zurich Kemper Life's SBUs are as
follows:



     LIFE BROKERAGE: The Life Brokerage SBU develops low cost term and universal
life insurance, as well as fixed annuities, to market through independent
agencies and national marketing organizations.



     FINANCIAL: The Financial SBU focuses on a wide range of products that
provide for the accumulation, distribution and transfer of wealth and primarily
includes variable and fixed annuities, variable universal life and bank-owned
life insurance. These products are distributed to consumers through financial
intermediaries such as banks, brokerage firms and independent financial
planners. Institutional business includes BOLI and funding agreements (included
in FKLA).



     RSG: The RSG SBU has a sharp focus on its target customer. This SBU markets
variable annuities to K-12 schoolteachers, administrators, and healthcare
workers, along with college professors and certain employees of selected
non-profit organizations. This target market is eligible for what the IRS
designates as retirement-oriented savings or investment plans that qualify for
special tax treatment.



     DIRECT: The Direct SBU is a direct marketer of basic, low-cost term life
insurance through various marketing media.


                                       67
<PAGE>   73

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) OPERATING SEGMENTS AND RELATED INFORMATION (CONTINUED)


Summarized financial information for ZKL's SBU's are as follows:



As of and for the period ending December 31, 1999:



(in thousands)



<TABLE>
<CAPTION>
                                            LIFE
                                         BROKERAGE      FINANCIAL        RSG         DIRECT        TOTAL
          INCOME STATEMENT               ----------    -----------    ----------    --------    -----------
<S>                                      <C>           <C>            <C>           <C>         <C>
REVENUE
  Premium income.....................    $  145,533    $       410    $   --        $  8,038    $   153,981
  Net investment income..............       137,106        175,590       101,202       1,297        415,195
  Realized investment gains
     (losses)........................           976         (6,980)          (98)      --            (6,102)
  Fees and other income..............        70,477         48,873        35,742      44,528        199,620
                                         ----------    -----------    ----------    --------    -----------
          Total revenue..............       354,092        217,893       136,846      53,863        762,694
                                         ----------    -----------    ----------    --------    -----------
BENEFITS AND EXPENSES
  Policyholder benefits..............       200,161        112,869        68,801       3,529        385,360
  Intangible asset amortization......        54,957         12,053        13,989       --            80,999
  Net deferral of insurance
     acquisition costs...............       (37,433)       (43,664)      (20,624)    (41,412)      (143,133)
  Commissions and taxes, licenses and
     fees............................        21,881         66,702        26,700      17,411        132,694
  Operating expenses.................        56,179         25,101        23,611      71,194        176,085
                                         ----------    -----------    ----------    --------    -----------
          Total benefits and
            expenses.................       295,745        173,061       112,477      50,722        632,005
                                         ----------    -----------    ----------    --------    -----------
Income before income tax expense.....        58,347         44,832        24,369       3,141        130,689
Income tax expense...................        25,707         19,235        10,966       1,114         57,022
                                         ----------    -----------    ----------    --------    -----------
          Net income.................    $   32,640    $    25,597    $   13,403    $  2,027    $    73,667
                                         ==========    ===========    ==========    ========    ===========
BALANCE SHEET
  Total assets.......................    $3,066,956    $10,311,850    $4,755,437    $144,189    $18,278,432
                                         ==========    ===========    ==========    ========    ===========
</TABLE>



<TABLE>
<CAPTION>
                                                                              NET
                                                                            INCOME
                                                                REVENUE     (LOSS)        ASSETS
                                                                --------    -------    -------------
<S>                                                             <C>         <C>        <C>
Total revenue, net income and assets, respectively, from
  above:....................................................    $762,694    $73,667     $18,278,432
                                                                --------    -------     -----------
Less:
  Revenue, net income and assets of FKLA....................     305,334     24,801       3,162,048
  Revenue, net income and assets of ZLICA...................      49,460      8,528         456,283
  Revenue, net loss and assets of Zurich Direct.............      44,481     (4,602)          4,385
                                                                --------    -------     -----------
  Totals per the Company's consolidated financial
     statements.............................................    $363,419    $44,940     $14,655,716
                                                                ========    =======     ===========
</TABLE>


                                       68
<PAGE>   74

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) OPERATING SEGMENTS AND RELATED INFORMATION (CONTINUED)


As of and for the period ending December 31, 1998:



<TABLE>
<CAPTION>
(in thousands)                               LIFE
INCOME STATEMENT                          BROKERAGE     FINANCIAL        RSG         DIRECT        TOTAL
- ----------------                          ----------    ----------    ----------    --------    -----------
<S>                                       <C>           <C>           <C>           <C>         <C>
REVENUE
  Premium income......................    $  160,067    $       56    $   --        $  5,583    $   165,706
  Net investment income...............       141,171       180,721       100,695         271        422,858
  Realized investment gains...........        20,335        33,691        15,659          30         69,715
  Fees and other income...............        80,831        40,421        31,074      23,581        175,907
                                          ----------    ----------    ----------    --------    -----------
       Total revenue..................       402,404       254,889       147,428      29,465        834,186
                                          ----------    ----------    ----------    --------    -----------
BENEFITS AND EXPENSES
  Policyholder benefits...............       243,793       117,742        73,844       2,110        437,489
  Intangible asset amortization.......        58,390        15,669        15,703       --            89,762
  Net deferral of insurance
     acquisition costs................       (55,569)       (9,444)      (22,964)    (22,765)      (110,742)
  Commissions and taxes, licenses and
     fees.............................        29,539        43,919        22,227      11,707        107,392
  Operating expenses..................        61,659        24,924        20,279      35,593        142,455
                                          ----------    ----------    ----------    --------    -----------
       Total benefits and expenses....       337,812       192,810       109,089      26,645        666,356
                                          ----------    ----------    ----------    --------    -----------
Income before income tax expense......        64,592        62,079        38,339       2,820        167,830
Income tax expense....................        26,774        24,340        14,794       1,001         66,909
                                          ----------    ----------    ----------    --------    -----------
       Net income.....................    $   37,818    $   37,739    $   23,545    $  1,819    $   100,921
                                          ==========    ==========    ==========    ========    ===========
BALANCE SHEET
  Total assets........................    $3,194,530    $8,232,927    $4,172,828    $ 46,254    $15,646,539
                                          ==========    ==========    ==========    ========    ===========
</TABLE>



<TABLE>
<CAPTION>
                                                                              NET
                                                                             INCOME
                                                                REVENUE      (LOSS)       ASSETS
                                                                --------    --------    -----------
<S>                                                             <C>         <C>         <C>
Total revenue, net income and assets, respectively, from
  above:....................................................    $834,186    $100,921    $15,646,539
                                                                --------    --------    -----------
Less:
  Revenue, net income and assets of FKLA....................     336,841      35,953      2,986,381
  Revenue, net loss and assets of ZLICA.....................      54,058      (1,066)       416,115
  Revenue, net income and assets of Zurich Direct...........      23,548         885          4,322
                                                                --------    --------    -----------
       Totals per the Company's consolidated financial
          statements........................................    $419,739    $ 65,149    $12,239,721
                                                                ========    ========    ===========
</TABLE>


                                       69
<PAGE>   75

            KEMPER INVESTORS LIFE INSURANCE COMPANY AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(15) OPERATING SEGMENTS AND RELATED INFORMATION (CONTINUED)


As of and for the period ending December 31, 1997:



<TABLE>
<CAPTION>
            (IN THOUSANDS)                    LIFE
           INCOME STATEMENT                BROKERAGE     FINANCIAL        RSG        DIRECT        TOTAL
- ---------------------------------------    ----------    ----------    ----------    -------    -----------
<S>                                        <C>           <C>           <C>           <C>        <C>
REVENUE
  Premium income.......................    $  167,439    $   --        $   --        $ 4,249    $   171,688
  Net investment income................       155,885       212,767        91,664        455        460,771
  Realized investment gains............         2,503         7,744         2,692         50         12,989
  Fees and other income................        78,668        73,823        23,663      8,007        184,161
                                           ----------    ----------    ----------    -------    -----------
       Total revenue...................       404,495       294,334       118,019     12,761        829,609
                                           ----------    ----------    ----------    -------    -----------
BENEFITS AND EXPENSES
  Policyholder benefits................       247,878       153,327        60,061      2,234        463,500
  Intangible asset amortization........        58,534        25,593        15,589      --            99,716
  Net deferral of insurance acquisition
     costs.............................       (50,328)      (18,222)      (13,033)    (5,242)       (86,825)
  Commissions and taxes, licenses and
     fees..............................        39,477        66,552        16,668      3,518        126,215
  Operating expenses...................        55,859        20,282        14,320     19,472        109,933
                                           ----------    ----------    ----------    -------    -----------
       Total benefits and expenses.....       351,420       247,532        93,605     19,982        712,539
                                           ----------    ----------    ----------    -------    -----------
Income (loss) before income tax expense
  (benefit)............................        53,075        46,802        24,414     (7,221)       117,070
Income tax expense (benefit)...........        25,554        21,144        10,545     (2,528)        54,715
                                           ----------    ----------    ----------    -------    -----------
       Net income (loss)...............    $   27,521    $   25,658    $   13,869    $(4,693)   $    62,355
                                           ==========    ==========    ==========    =======    ===========
BALANCE SHEET
  Total assets.........................    $2,877,854    $7,416,791    $3,759,173    $41,669    $14,095,487
                                           ==========    ==========    ==========    =======    ===========
</TABLE>



<TABLE>
<CAPTION>
                                                                              NET
                                                                            INCOME
                                                                REVENUE     (LOSS)       ASSETS
                                                                --------    -------    -----------
<S>                                                             <C>         <C>        <C>
Total revenue, net income and assets, respectively, from
  above:....................................................    $829,609    $62,355    $14,095,487
Less:
  Revenue, net income and assets of FKLA....................     338,854     24,740      3,105,396
  Revenue, net income and assets of ZLICA...................      57,233      2,193        398,786
  Revenue, net loss and assets of Zurich Direct.............       8,042     (3,295)         1,655
                                                                --------    -------    -----------
       Totals per the Company's consolidated financial
          statements........................................    $425,480    $38,717    $10,589,650
                                                                ========    =======    ===========
</TABLE>



(16) SUBSEQUENT EVENT



     In February 2000, the Company announced that it had entered into an
agreement to purchase for $5.5 million the following related entities, all
privately held New York corporations:



     - PMG Securities Corporation


     - PMG Asset Management, Inc.


     - PMG Life Agency, Inc., and


     - PMG Marketing, Inc.



     These companies were primarily purchased for their specialization in the
target market of the RSG SBU. The acquisition is expected to close at the end of
the first quarter 2000.


                                       70
<PAGE>   76

                                   APPENDIX A

                         TABLE OF DEATH BENEFIT FACTORS

<TABLE>
<CAPTION>
ATTAINED              ATTAINED              ATTAINED                 ATTAINED
  AGE*      PERCENT     AGE*      PERCENT     AGE*      PERCENT        AGE*          PERCENT
- --------    -------   --------    -------   --------    -------      --------        -------
<S>         <C>       <C>         <C>       <C>         <C>       <C>                <C>
  0-40        250        50         185        60         130           70             115
    41        243        51         178        61         128           71             113
    42        236        52         171        62         126           72             111
    43        229        53         164        63         124           73             109
    44        222        54         157        64         122           74             107
    45        215        55         150        65         120          75-90           105
    46        209        56         146        66         119           91             104
    47        203        57         142        67         118           92             103
    48        197        58         138        68         117           93             102
    49        191        59         134        69         116           94             101
                                                                  95 & thereafter      100
</TABLE>

* ATTAINED AGE AS OF THE BEGINNING OF THE POLICY YEAR

                                       71
<PAGE>   77

                                   APPENDIX B

POLICY FORM L-8521  KEMPER INVESTORS LIFE INSURANCE COMPANY
                           SURRENDER TARGET PREMIUMS

<TABLE>
<CAPTION>
        PREFERRED NONTOBACCO   STANDARD NONTOBACCO    PREFERRED TOBACCO    STANDARD TOBACCO
ISSUE   --------------------   --------------------   ------------------   ----------------
 AGE      MALE      FEMALE       MALE      FEMALE      MALE      FEMALE     MALE    FEMALE
- -----   --------   ---------   --------   ---------   -------   --------   ------   -------
<S>     <C>        <C>         <C>        <C>         <C>       <C>        <C>      <C>
  1         NA          NA       7.60        6.30         NA         NA       NA        NA
  2         NA          NA       7.60        6.30         NA         NA       NA        NA
  3         NA          NA       7.60        6.30         NA         NA       NA        NA
  4         NA          NA       7.60        6.30         NA         NA       NA        NA
  5         NA          NA       7.60        6.30         NA         NA       NA        NA
  6         NA          NA       7.60        6.30         NA         NA       NA        NA
  7         NA          NA       7.60        6.30         NA         NA       NA        NA
  8         NA          NA       7.60        6.30         NA         NA       NA        NA
  9         NA          NA       7.60        6.30         NA         NA       NA        NA
 10         NA          NA       7.60        6.30         NA         NA       NA        NA
 11         NA          NA       7.60        6.30         NA         NA       NA        NA
 12         NA          NA       7.60        6.30         NA         NA       NA        NA
 13         NA          NA       7.60        6.30         NA         NA       NA        NA
 14         NA          NA       7.60        6.30         NA         NA       NA        NA
 15       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 16       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 17       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 18       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 19       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 20       7.60        6.30       7.60        6.30      10.19       8.23    10.19      8.23
 21       7.81        6.48       7.81        6.48      10.52       8.52    10.52      8.52
 22       8.03        6.67       8.03        6.67      10.84       8.81    10.84      8.81
 23       8.24        6.85       8.24        6.85      11.17       9.10    11.17      9.10
 24       8.46        7.04       8.46        7.04      11.49       9.39    11.49      9.39
 25       8.67        7.22       8.67        7.22      11.82       9.68    11.82      9.68
 26       8.98        7.47       8.98        7.47      12.28      10.06    12.28     10.06
 27       9.29        7.72       9.29        7.72      12.74      10.44    12.74     10.44
 28       9.60        7.97       9.60        7.97      13.21      10.83    13.21     10.83
 29       9.91        8.22       9.91        8.22      13.67      11.21    13.67     11.21
 30      10.22        8.47      10.22        8.47      14.13      11.59    14.13     11.59
 31      10.65        8.78      10.65        8.78      14.76      12.08    14.76     12.08
 32      11.08        9.10      11.08        9.10      15.39      12.57    15.39     12.57
 33      11.50        9.41      11.50        9.41      16.01      13.05    16.01     13.05
 34      11.93        9.73      11.93        9.73      16.64      13.54    16.64     13.54
 35      12.36       10.04      12.36       10.04      17.27      14.03    17.27     14.03
 36      12.94       10.59      12.94       10.59      18.14      14.66    18.14     14.66
 37      13.52       11.13      13.52       11.13      19.01      15.29    19.01     15.29
 38      14.11       11.68      14.11       11.68      19.87      15.93    19.87     15.93
 39      14.69       12.22      14.69       12.22      20.74      16.56    20.74     16.56
 40      15.27       12.77      15.27       12.77      21.61      17.19    21.61     17.19
 41      16.28       13.59      16.28       13.59      22.76      18.01    22.76     18.01
 42      17.29       14.40      17.29       14.40      23.91      18.83    23.91     18.83
 43      18.31       15.22      18.31       15.22      25.05      19.66    25.05     19.66
 44      19.32       16.03      19.32       16.03      26.20      20.48    26.20     20.48
 45      20.33       16.85      20.33       16.85      27.35      21.30    27.35     21.30
 46      21.53       17.57      21.53       17.57      28.94      22.43    28.94     22.43
 47      22.73       18.28      22.73       18.28      30.54      23.56    30.54     23.56
 48      23.92       19.00      23.92       19.00      32.13      24.70    32.13     24.70
 49      25.12       19.71      25.12       19.71      33.73      25.83    33.73     25.83
 50      26.32       20.43      26.32       20.43      35.32      26.96    35.32     26.96
 51      27.88       21.24      27.88       21.24      37.33      28.38    37.33     28.38
 52      29.44       22.06      29.44       22.06      39.34      29.80    39.34     29.80
 53      31.00       22.87      31.00       22.87      41.36      31.23    41.36     31.23
 54      32.56       23.69      32.56       23.69      43.37      32.65    43.37     32.65
 55      34.12       24.50      34.12       24.50      45.38      34.07    45.38     34.07
 56      34.67       25.41      34.67       25.41      46.50      34.71    46.50     34.71
 57      35.21       26.32      35.21       26.32      47.62      35.34    47.62     35.34
</TABLE>

                                       72
<PAGE>   78

<TABLE>
<CAPTION>
        PREFERRED NONTOBACCO   STANDARD NONTOBACCO    PREFERRED TOBACCO    STANDARD TOBACCO
ISSUE   --------------------   --------------------   ------------------   ----------------
 AGE      MALE      FEMALE       MALE      FEMALE      MALE      FEMALE     MALE    FEMALE
- -----   --------   ---------   --------   ---------   -------   --------   ------   -------
<S>     <C>        <C>         <C>        <C>         <C>       <C>        <C>      <C>
 58      35.76       27.24      35.76       27.24      48.73      35.98    48.73     35.98
 59      36.30       28.15      36.30       28.15      49.85      36.61    49.85     36.61
 60      36.85       29.06      36.85       29.06      50.97      37.25    50.97     37.25
 61      38.65       30.50      38.65       30.50      50.76      38.80    50.76     38.80
 62      40.45       31.93      40.45       31.93      50.56      40.35    50.56     40.35
 63      42.25       33.37      42.25       33.37      50.35      41.90    50.35     41.90
 64      44.05       34.80      44.05       34.80      50.15      43.45    50.15     43.45
 65      45.85       36.24      45.85       36.24      49.94      45.00    49.94     45.00
 66      46.34       38.72      46.34       38.72      49.72      45.75    49.72     45.75
 67      46.84       41.19      46.84       41.19      49.49      46.50    49.49     46.50
 68      47.33       43.67      47.33       43.67      49.27      47.24    49.27     47.24
 69      47.83       46.14      47.83       46.14      49.04      47.99    49.04     47.99
 70      48.32       48.62      48.32       48.62      48.82      48.74    48.82     48.74
 71      47.87       47.86      47.87       47.86      48.65      48.11    48.65     48.11
 72      47.41       47.11      47.41       47.11      48.49      47.48    48.49     47.48
 73      46.96       46.35      46.96       46.35      48.32      46.85    48.32     46.85
 74      46.50       45.60      46.50       45.60      48.16      46.22    48.16     46.22
 75      47.26       46.78      47.26       46.78      48.55      47.28    48.55     47.28
 76      47.02       46.39      47.02       46.39      48.44      46.94    48.44     46.94
 77      46.78       46.00      46.78       46.00      48.33      46.60    48.33     46.60
 78      46.53       45.62      46.53       45.62      48.21      46.27    48.21     46.27
 79      46.29       45.23      46.29       45.23      48.10      45.93    48.10     45.93
 80      46.05       44.84      46.05       44.84      47.99      45.59    47.99     45.59
</TABLE>

                                       73
<PAGE>   79

                           PART II--OTHER INFORMATION

                          UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION AS TO FEES AND CHARGES

     KILICO hereby represents that the fees and charges deducted under the
Flexible Premium Variable Life Insurance Policies hereby registered by this
Registration Statement in the aggregate are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by KILICO.

                    REPRESENTATION PURSUANT TO RULE 6E-3(T)

     This filing is made pursuant to Rule 6e-3(T) under the Investment Company
Act of 1940, as amended.

                       UNDERTAKING AS TO INDEMNIFICATION

     Pursuant to the Distribution Agreement filed as Exhibit 1-A(3)(a) to this
Registration Statement, KILICO and the Separate Account have agreed to indemnify
Investors Brokerage Services, Inc. ("IBS") against any claims, liabilities and
expenses which IBS may incur under the Securities Act of 1933, as amended (the
"Securities Act"), common law or otherwise, arising out of or based upon any
alleged untrue statements of material fact contained in any registration
statement or prospectus of the Separate Account, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading. IBS will agree to indemnify KILICO and the Separate Account
against any and all claims, demands, liabilities and expenses which KILICO or
the Separate Account may incur, arising out of or based upon any act or deed of
IBS or of any registered representative of an NASD member investment dealer
which has an agreement with IBS and is acting in accordance with KILICO's
instructions.

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

                                      II-1
<PAGE>   80

                       CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following Papers and Documents:

        The Facing sheet.

        Reconciliation and tie between items in N-8B-2 and Prospectus.


        The prospectus consisting of 73 pages.


        The undertaking to file reports.


        Representation as to Fees and Charges Pursuant to Section 26 of the
        Investment Company Act of 1940.


        Representation Pursuant to Rule 6e-3(T).

        Undertaking as to Indemnification.

        The signatures.

        Written consents of the following persons:


        (10) A.  Frank J. Julian, Esq. (Included in Opinion filed as Exhibit 3.



             B.  PricewaterhouseCoopers LLP, independent accountants (Filed as
             Exhibit 6).



             C.  Christopher J. Nickele, FSA (included in Opinion filed as
             Exhibit 3 (b)).


     The following exhibits:


<TABLE>
<C>  <S>               <C>
(1)  1-A(1)            KILICO Resolution establishing the Separate Account
(1)  1-A(3)(a)         Distribution Agreement between KILICO and Investors
                       Brokerage Services, Inc. (IBS)
(3)  1-A(3)(b)         Specimen Selling Group Agreement of IBS
(10) 1-A(3)(c)         Schedules of commissions
(3)  1-A(3)(d)         General Agent Agreement
(10) 1-A(5)(a)         Form of Policy
(10) 1-A(5)(b)         Accelerated Death Benefit Rider
(10) 1-A(5)(c)         Extended Maturity Option Rider
(10) 1-A(5)(d)         Dependent Children's Rider
(10) 1-A(5)(e)         Waiver of Selected Premium Rider
(10) 1-A(5)(f)         Other Insured Rider
(1)  1-A(6)(a)         KILICO Articles of Incorporation
(3)  1-A(6)(b)         By-Laws of KILICO
(5)  1-A(8)(a)(i)      Participation Agreement between Kemper Investors Life
                       Insurance Company and Scudder Variable Life Investment Fund
(5)  1-A(8)(a)(ii)     Participating Contract and Policy Agreement between Kemper
                       Investors Life Insurance Company and Scudder Kemper
                       Investments, Inc.
(5)  1-A(8)(a)(iii)    Indemnification Agreement between Kemper Investors Life
                       Insurance Company and Scudder Kemper Investments, Inc.
(4)  1-A(8)(b)(i)      Fund Participation Agreement among Kemper Investors Life
                       Insurance Company, Fidelity Variable Insurance Products Fund
                       and Fidelity Distributors Corporation
(10) 1-A(8)(b)(ii)     Third Amendment to Fund Participation Agreement among Kemper
                       Investors Life Insurance Company, Fidelity Variable
                       Insurance Products Fund and Fidelity Distributors
                       Corporation
(5)  1-A(8)(c)         Participation Agreement Among Templeton Variable Products
                       Series Fund, Franklin Templeton Distributors, Inc. and
                       Kemper Investors Life Insurance Company.
(11) 1-A(8)(d)(i)      Fund Participation Agreement by and among The Alger American
                       Fund, Kemper Investors Life Insurance Company and Fred Alger
                       & Company, Incorporated
(11) 1-A(8)(d)(ii)     Service Agreement between Fred Alger Management, Inc. and
                       Kemper Investors Life Insurance Company (redacted)
(9)  1-A(8)(e)(i)      Fund Participation Agreement between Kemper Investors Life
                       Insurance Company and The Dreyfus Socially Responsible
                       Growth Fund, Inc.
</TABLE>


                                      II-2
<PAGE>   81


<TABLE>
<C>        <S>                <C>
     (11)  1-A(8)(e)(ii)      Administrative Services Agreement by and between The Dreyfus Corporation and Kemper Investors Life
                              Insurance Company (redacted)
     (11)  1-A(8)(e)(iii)     November 1, 1999 Amendment to Fund Participation Agreement between Kemper Investors Life Insurance
                              Company and The Dreyfus Socially Responsible Growth Fund, Inc.
     (11)  1-A(8)(e)(iv)      November 1, 1999 Amendment to Administrative Services Agreement by and between The Dreyfus
                              Corporation and Kemper Investors Life Insurance Company (redacted)
      (6)  1-A(8)(f)(i)       Fund Participation Agreement among Kemper Investors Life Insurance Company, Janus Aspen Series and
                              Janus Capital Corporation
      (7)  1-A(8)(f)(ii)      Service Agreement between Kemper Investors Life Insurance Company and Janus Capital Corporation
      (8)  1-A(8)(g)          Fund Participation Agreement among Kemper Investors Life Insurance Company, Kemper Variable Series
                              (formerly known as Kemper Investors Fund), Zurich Kemper Investments, Inc. and Kemper
                              Distributors, Inc.
     (10)  1-A(10)            Application for Policy
      (2)  2                  Specimen Notice of Withdrawal Right
     (10)  3(a)               Opinion and consent of legal officer of KILICO as to legality of policies being registered
           3(b)               Opinion and consent of actuarial officer of KILICO regarding prospectus illustrations and
                              actuarial matters
           6                  Consents of PricewaterhouseCoopers LLP, independent accountants
     (10)  8                  Procedures Memorandum, pursuant to Rule 6e-3(T)(b)(12)(iii)
           9                  Illustrations
</TABLE>


- ---------------
 (1) Incorporated by reference to the Registration Statement of the Registrant
     on Form S-6 filed on or about December 26, 1995 (File No. 33-65399).

 (2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
     Registration Statement of the Registrant on Form S-6 filed on or about June
     5, 1996 (File No. 33-65399).

 (3) Incorporated by reference to Amendment No. 2 to the Registration Statement
     on Form S-1 (File No. 333-02491) filed on or about April 23, 1997.

 (4) Incorporated by reference to Post-Effective Amendment No. 24 to the
     Registration Statement on Form N-4 filed on or about April 26, 1996 (File
     No. 2-72671).

 (5) Incorporated by reference to Amendment No. 5 to the Registration Statement
     on Form S-1 for KILICO (file No. 333-22389) filed on or about April 20,
     1999.

 (6) Incorporated herein by reference to Post-Effective Amendment No. 23 to the
     Registration Statement on Form N-4 filed on or about September 14, 1995
     (File No. 2-72671).

 (7) Incorporated herein by reference to Post-Effective Amendment No. 25 to the
     Registration Statement on Form N-4 filed on or about April 28, 1997 (File
     No. 2-72671).

 (8) Incorporated herein by reference to Amendment No. 3 to the Registration
     Statement of KILICO on Form S-1 filed on or about April 8, 1998 (File No.
     333-22389).

 (9) Incorporated herein by reference to Post-Effective Amendment No. 28 to the
     Registration Statement on Form N-4 (File No. 2-72671) filed on or about
     April 28, 1999.


(10) Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
     Registration Statement on Form S-6 filed on or about December 29, 1999
     (File No. 333-88845).



(11) Incorporated herein by reference to Amendment No. 6 to the Registration
     Statement on Form S-1 filed on or about April 17, 2000 (File No.
     333-22389).


                                      II-3
<PAGE>   82

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
KILICO Variable Separate Account, certifies that it meets the requirements of
effectiveness of this Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Long Grove and State of Illinois on
the 26th day of April, 2000.


                                          KILICO VARIABLE SEPARATE ACCOUNT
                                          (Registrant)
                                          By: Kemper Investors Life Insurance
                                          Company
                                          (Depositor)

                                                  By: /s/ GALE K. CARUSO
                                          --------------------------------------
                                                      Gale K. Caruso,
                                               President and Chief Executive
                                                         Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following directors
and principal officers of Kemper Investors Life Insurance Company in the
capacities indicated on the 26th day of April, 2000.



<TABLE>
<CAPTION>
                      SIGNATURE                                                  TITLE
                      ---------                                                  -----
<C>                                                         <S>

                 /s/ GALE K. CARUSO                         President, Chief Executive Officer and Director
- -----------------------------------------------------       (Principal Executive Director)
                   Gale K. Caruso

                 /s/ W. H. BOLINDER                         Chairman of the Board and Director
- -----------------------------------------------------
                 William H. Bolinder

              /s/ FREDERICK L. BLACKMON                     Senior Vice President and Chief Financial
- -----------------------------------------------------       Officer
                Frederick L. Blackmon                       (Principal Financial Officer and Principal
                                                            Accounting Officer

                 /s/ DAVID A. BOWERS                        Director
- -----------------------------------------------------
                   David A. Bowers

                 /s/ ELIANE C. FRYE                         Director
- -----------------------------------------------------
                   Eliane C. Frye

                  /s/ GUNTHER GOSE                          Director
- -----------------------------------------------------
                    Gunther Gose

                /s/ JAMES E. HOHMANN                        Director
- -----------------------------------------------------
                  James E. Hohmann
</TABLE>


                                      II-4
<PAGE>   83

                                 EXHIBIT INDEX


<TABLE>
<S>     <C>
3(b)    Opinion and consent of actuarial officer of KILICO regarding
        prospectus illustrations and actuarial matters
6       Consents of PricewaterhouseCoopers LLP, independent
        accountants
9       Illustrations
</TABLE>


<PAGE>   1


                                                                   EXHIBIT 3 (b)

                                ACTUARIAL OPINION


This opinion is supplied with the filing of Post-Effective Amendment No. 1 to
the Registration Statement on Form S-6, File No. 333-88845, by the KILICO
Variable Separate Account (the "Separate Account") and Kemper Investors Life
Insurance Company ("KILICO") covering an indefinite number of units of interest
in the Separate Account. Premiums received under KILICO's Variable Life Policies
may be allocated by KILICO to the Separate Account as described in the
Prospectus included in the Registration Statement.

I am familiar with the Policy provisions and the description in the Prospectus
and it is my opinion that the illustrations of death benefits, accumulated
values, cash values, and accumulated premiums included in Exhibit 9 of the
Prospectus, based on the assumptions in the illustrations, are consistent with
Policy provisions. The Policy rate structure has not been designed to make the
relationship between planned premiums and benefits, as shown in the
illustrations, appear more favorable for prospective nontobacco males ages 35
and 55 than for nontobacco males at other ages. The nontobacco risk class
generally has a more favorable rate structure than the tobacco risk classes.
Female risk classes generally have a more favorable rate structure than male
risk classes.

The current and guaranteed monthly mortality rates used in the illustrations
have not been designed so as to make the relationship between current and
guaranteed rates more favorable for the ages and sexes illustrated than for a
nonsmoker male at other ages. The nontobacco risk classes generally have lower
monthly mortality rates than the tobacco risk classes. The female risk classes
generally have lower monthly mortality rates than the male risk classes.

I consent to the use of this opinion as an Exhibit to Post-Effective Amendment
No. 1 to the Registration Statement and to the reference to me under the heading
"Experts" in the Prospectus.


                                              /s/ Christopher J. Nickele
                                              Christopher J. Nickele, FSA, MAAA
                                              Vice President, Actuarial - Agency




<PAGE>   1





                                                                       EXHIBIT 6

                       CONSENT OF INDEPENDENT ACCOUNTANTS



The Board of Directors of Kemper Investors Life Insurance Company and Policy
Owners of KILICO Flexible Premium Variable Universal Life Insurance Policies -
KILICO Variable Separate Account.



We consent to the inclusion in this registration statement on Form S-6 (File No.
333-88845) of our report dated February 24, 2000 on our audit of the financial
statements of KILICO Variable Separate Account and to the reference to our firm
under the caption "Experts.


                                                      PricewaterhouseCoopers LLP


Chicago, Illinois
April 24, 2000





<PAGE>   2


                       CONSENT OF INDEPENDENT ACCOUNTANTS



The Board of Directors of Kemper Investors Life Insurance Company and Policy
Owners of KILICO Flexible Premium Variable Universal Life Insurance Policies -
KILICO Variable Separate Account



We consent to the inclusion in this registration statement on Form S-6 (File No.
333-88845) of our report dated March 17, 2000, on our audit of the consolidated
financial statements of Kemper Investors Life Insurance Company and to the
reference to our firm under the caption "Experts."


PricewaterhouseCoopers LLP
Chicago, Illinois

April 24, 2000





<PAGE>   1




                                                                      Exhibit  9

                          ILLUSTRATIONS OF CASH VALUES,
                            CASH SURRENDER VALUES AND
                                 DEATH BENEFITS

     The tables in this Prospectus have been prepared to help show how values
under a Policy change with investment experience. The tables illustrate how Cash
Values, Surrender Values (reflecting the deduction of Surrender Charges, if any)
and Death Benefits under a Policy issued on an Insured of a given age would vary
over time if the hypothetical gross investment rates of return were a uniform,
after tax, annual rate of 0%, 6%, and 12%. If the hypothetical gross investment
rate of return averages 0%, 6%, or 12%, but fluctuates over or under those
averages throughout the years, the Cash Values, Surrender Values and Death
Benefits may be different.

     The amounts shown for the Cash Value, Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Subaccounts is lower than the gross return. This is
because of a daily charge to the Subaccounts for assuming mortality and expense
risks, which is equivalent to an effective annual charge of .60% in Policy
Years one through ten; .40% in Policy Years eleven through twenty; and .20% in
Policy Years twenty-one and thereafter. This charge is guaranteed not to exceed
an effective annual rate of 0.60%. In addition, the net investment returns also
reflect the deduction of the Fund investment advisory fees and other Fund
expenses, (.77%, the average of the fees and expenses). The tables also reflect
applicable charges and deductions including a 6.0% deduction against premiums,
monthly administrative charge of $10 in the first Policy Year and $6 thereafter
(although not to exceed $7.50) and monthly charges for providing insurance
protection. For each hypothetical gross investment rate of return, tables are
provided reflecting current and guaranteed cost of insurance charges. A
hypothetical gross average investment rate of return of 0% corresponds to an
approximate net rate of return of -1.37% in Policy Years one through ten; -1.17%
in Policy Years eleven through twenty; and 0.97% in Policy Years twenty-one and
thereafter. A hypothetical gross average investment rate of return of 6%
corresponds to an approximate net rate of return of 4.63%, 4.83%, and 5.03%
respectively. Likewise, a hypothetical gross average investment rate of return
of 12% corresponds to an approximate net rate of return of 10.63%, 10.83% and
11.03%. Cost of insurance rates vary by issue age, sex, rating class and Policy
Year and, therefore, are not reflected in the approximate net annual investment
rate of return above.

     Values are shown for Policies, which are issued to a male standard
nonsmoker and a male preferred nonsmoker. Values for Policies issued on a basis
involving a higher mortality risk would result in lower Cash Values, Surrender
Values and Death Benefits than those illustrated. Females generally have a more
favorable rate structure than males.

     The tables also reflect the fact that no charges for federal, state or
other income taxes are currently made against the Separate Account. If such a
charge is made in the future, it will take a higher gross rate of return than
illustrated to produce the net after-tax returns shown in the tables.

     Upon request, we will furnish an illustration based on the proposed
Insured's age, sex and premium payment requested.



<PAGE>   2



                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE STANDARD NON-TOBACCO $1,000.00 ANNUAL PREMIUM ISSUE AGE 35
                         $100,000 INITIAL DEATH BENEFIT:

                        VALUES--CURRENT COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender    Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>      <C>       <C>       <C>      <C>        <C>        <C>    <C>        <C>        <C>     <C>
    1     1,050       642         0   100,000       689         0   100,000       736         0   100,000
    2     2,153     1,316        80   100,000     1,452       216   100,000     1,595       359   100,000
    3     3,310     1,971       735   100,000     2,241     1,005   100,000     2,535     1,299   100,000
    4     4,526     2,607     1,371   100,000     3,057     1,821   100,000     3,564     2,328   100,000
    5     5,802     3,230     1,994   100,000     3,906     2,670   100,000     4,701     3,465   100,000
    6     7,142     3,847     2,858   100,000     4,797     3,808   100,000     5,960     4,971   100,000
    7     8,549     4,455     3,713   100,000     5,730     4,988   100,000     7,355     6,614   100,000
    8    10,027     5,054     4,498   100,000     6,706     6,150   100,000     8,900     8,344   100,000
    9    11,578     5,645     5,274   100,000     7,728     7,358   100,000    10,612    10,241   100,000
   10    13,207     6,228     6,043   100,000     8,800     8,614   100,000    12,509    12,323   100,000
   11    14,917     6,820     6,820   100,000     9,943     9,943   100,000    14,639    14,639   100,000
   12    16,713     7,391     7,391   100,000    11,129    11,129   100,000    16,990    16,990   100,000
   13    18,599     7,939     7,939   100,000    12,358    12,358   100,000    19,586    19,586   100,000
   14    20,579     8,465     8,465   100,000    13,634    13,634   100,000    22,455    22,455   100,000
   15    22,657     8,970     8,970   100,000    14,957    14,957   100,000    25,627    25,627   100,000
   16    24,840     9,453     9,453   100,000    16,334    16,334   100,000    29,139    29,139   100,000
   17    27,132     9,905     9,905   100,000    17,754    17,754   100,000    33,020    33,020   100,000
   18    29,539    10,321    10,321   100,000    19,218    19,218   100,000    37,312    37,312   100,000
   19    32,066    10,701    10,701   100,000    20,728    20,728   100,000    42,063    42,063   100,000
   20    34,719    11,041    11,041   100,000    22,285    22,285   100,000    47,325    47,325   100,000

Age 65   69,761    11,566    11,566   100,000    41,252    41,252   100,000   146,689   146,689   178,961
Age 70   94,836     8,206     8,206   100,000    53,049    53,049   100,000   250,017   250,017   290,020
Age 75  126,840        50        50   100,000    67,139    67,139   100,000   422,231   422,231   451,787
Age 80  167,685         0         0         0    85,510    85,510   100,000   711,565   711,565   747,144
Age 85  219,815         0         0         0   111,982   111,982   117,581 1,188,565 1,188,565 1,247,994
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect current cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.

     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.


<PAGE>   3


The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.




<PAGE>   4




                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
         MALE STANDARD NON-TOBACCO $1,000.00 ANNUAL PREMIUM ISSUE AGE 35
                         $100,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>      <C>       <C>       <C>     <C>         <C>       <C>     <C>        <C>       <C>      <C>
    1     1,050       642         0   100,000       689         0   100,000       736         0   100,000
    2     2,153     1,298        62   100,000     1,434       198   100,000     1,576       340   100,000
    3     3,310     1,936       700   100,000     2,204       968   100,000     2,495     1,259   100,000
    4     4,526     2,554     1,318   100,000     2,999     1,763   100,000     3,501     2,265   100,000
    5     5,802     3,152     1,916   100,000     3,818     2,582   100,000     4,602     3,366   100,000
    6     7,142     3,728     2,740   100,000     4,663     3,674   100,000     5,808     4,820   100,000
    7     8,549     4,281     3,540   100,000     5,531     4,790   100,000     7,128     6,386   100,000
    8    10,027     4,811     4,255   100,000     6,425     5,869   100,000     8,574     8,018   100,000
    9    11,578     5,315     4,944   100,000     7,342     6,972   100,000    10,158     9,787   100,000
   10    13,207     5,794     5,608   100,000     8,285     8,100   100,000    11,896    11,710   100,000
   11    14,917     6,244     6,244   100,000     9,252     9,252   100,000    13,801    13,801   100,000
   12    16,713     6,665     6,665   100,000    10,241    10,241   100,000    15,892    15,892   100,000
   13    18,599     7,055     7,055   100,000    11,254    11,254   100,000    18,188    18,188   100,000
   14    20,579     7,413     7,413   100,000    12,289    12,289   100,000    20,711    20,711   100,000
   15    22,657     7,735     7,735   100,000    13,346    13,346   100,000    23,486    23,486   100,000
   16    24,840     8,020     8,020   100,000    14,425    14,425   100,000    26,540    26,540   100,000
   17    27,132     8,263     8,263   100,000    15,520    15,520   100,000    29,903    29,903   100,000
   18    29,539     8,457     8,457   100,000    16,629    16,629   100,000    33,605    33,605   100,000
   19    32,066     8,598     8,598   100,000    17,747    17,747   100,000    37,687    37,687   100,000
   20    34,719     8,678     8,678   100,000    18,869    18,869   100,000    42,191    42,191   100,000

Age 65   69,761     4,403     4,403   100,000    29,132    29,132   100,000   124,477   124,477   151,862
Age 70   94,836         0         0         0    31,302    31,302   100,000   207,310   207,310   240,479
Age 75  126,840         0         0         0    27,018    27,018   100,000   341,542   341,542   365,450
Age 80  167,685         0         0         0     4,832     4,832   100,000   561,793   561,793   589,882
Age 85  219,815         0         0         0         0         0         0   910,267   910,267   955,781
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect guaranteed cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.



<PAGE>   5


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.


<PAGE>   6




                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE STANDARD NON-TOBACCO $3,000.00 ANNUAL PREMIUM ISSUE AGE 55
                        $100,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>     <C>       <C>       <C>      <C>        <C>       <C>       <C>       <C>       <C>      <C>
    1     3,150     2,179         0   100,000     2,329         0   100,000     2,479         0   100,000
    2     6,458     4,340       928   100,000     4,779     1,367   100,000     5,237     1,825   100,000
    3     9,930     6,432     3,020   100,000     7,305     3,893   100,000     8,252     4,840   100,000
    4    13,577     8,454     5,042   100,000     9,908     6,496   100,000    11,550     8,138   100,000
    5    17,406    10,400     6,988   100,000    12,588     9,176   100,000    15,162    11,750   100,000
    6    21,426    12,268     9,538   100,000    15,346    12,617   100,000    19,121    16,392   100,000
    7    25,647    14,052    12,005   100,000    18,184    16,137   100,000    23,467    21,420   100,000
    8    30,080    15,750    14,215   100,000    21,105    19,570   100,000    28,246    26,711   100,000
    9    34,734    17,361    16,337   100,000    24,114    23,090   100,000    33,515    32,491   100,000
   10    39,620    18,880    18,368   100,000    27,214    26,703   100,000    39,335    38,823   100,000
   11    44,751    20,345    20,345   100,000    30,472    30,472   100,000    45,865    45,865   100,000
   12    50,139    21,710    21,710   100,000    33,842    33,842   100,000    53,128    53,128   100,000
   13    55,796    22,967    22,967   100,000    37,330    37,330   100,000    61,231    61,231   100,000
   14    61,736    24,108    24,108   100,000    40,947    40,947   100,000    70,299    70,299   100,000
   15    67,972    25,124    25,124   100,000    44,703    44,703   100,000    80,482    80,482   100,000
   16    74,521    26,006    26,006   100,000    48,613    48,613   100,000    91,933    91,933   105,723
   17    81,397    26,746    26,746   100,000    52,697    52,697   100,000   104,626   104,626   118,228
   18    88,617    27,333    27,333   100,000    56,977    56,977   100,000   118,679   118,679   131,734
   19    96,198    27,756    27,756   100,000    61,482    61,482   100,000   134,252   134,252   146,334
   20   104,158    27,998    27,998   100,000    66,244    66,244   100,000   151,526   151,526   162,133

Age 65   39,620    18,880    18,368   100,000    27,214    26,703   100,000    39,335    38,823   100,000
Age 70   67,972    25,124    25,124   100,000    44,703    44,703   100,000    80,482    80,482   100,000
Age 75  104,158    27,998    27,998   100,000    66,244    66,244   100,000   151,526   151,526   162,133
Age 80  150,340    25,874    25,874   100,000    96,595    96,595   101,425   272,122   272,122   285,728
Age 85  209,282    13,747    13,747   100,000   137,412   137,412   144,282   471,100   471,100   494,655
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect current cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.



<PAGE>   7


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.


<PAGE>   8





                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE STANDARD NON-TOBACCO $3,000.00 ANNUAL PREMIUM ISSUE AGE 55
                        $100,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>      <C>      <C>        <C>      <C>        <C>       <C>     <C>      <C>        <C>      <C>
    1     3,150     1,903         0   100,000     2,045         0   100,000     2,186         0   100,000
    2     6,458     3,748       336   100,000     4,151       739   100,000     4,573     1,161   100,000
    3     9,930     5,501     2,089   100,000     6,292     2,880   100,000     7,152     3,740   100,000
    4    13,577     7,162     3,750   100,000     8,465     5,053   100,000     9,943     6,531   100,000
    5    17,406     8,720     5,308   100,000    10,665     7,253   100,000    12,965     9,553   100,000
    6    21,426    10,171     7,441   100,000    12,889    10,159   100,000    16,241    13,511   100,000
    7    25,647    11,504     9,457   100,000    15,130    13,083   100,000    19,799    17,752   100,000
    8    30,080    12,709    11,173   100,000    17,381    15,846   100,000    23,668    22,133   100,000
    9    34,734    13,769    12,745   100,000    19,632    18,608   100,000    27,883    26,860   100,000
   10    39,620    14,669    14,157   100,000    21,871    21,359   100,000    32,486    31,974   100,000
   11    44,751    15,394    15,394   100,000    24,092    24,092   100,000    37,530    37,530   100,000
   12    50,139    15,933    15,933   100,000    26,289    26,289   100,000    43,086    43,086   100,000
   13    55,796    16,268    16,268   100,000    28,458    28,458   100,000    49,239    49,239   100,000
   14    61,736    16,384    16,384   100,000    30,593    30,593   100,000    56,093    56,093   100,000
   15    67,972    16,256    16,256   100,000    32,686    32,686   100,000    63,775    63,775   100,000
   16    74,521    15,847    15,847   100,000    34,721    34,721   100,000    72,438    72,438   100,000
   17    81,397    15,058    15,058   100,000    36,636    36,636   100,000    82,262    82,262   100,000
   18    88,617    13,924    13,924   100,000    38,478    38,478   100,000    93,500    93,500   103,785
   19    96,198    12,315    12,315   100,000    40,175    40,175   100,000   106,012   106,012   115,553
   20   104,158    10,138    10,138   100,000    41,691    41,691   100,000   119,865   119,865   128,255

Age 65   39,620    14,669    14,157   100,000    21,871    21,359   100,000    32,486    31,974   100,000
Age 70   67,972    16,256    16,256   100,000    32,686    32,686   100,000    63,775    63,775   100,000
Age 75  104,158    10,138    10,138   100,000    41,691    41,691   100,000   119,865   119,865   128,255
Age 80  150,340         0         0         0    45,415    45,415   100,000   213,611   213,611   224,292
Age 85  209,282         0         0         0    34,574    34,574   100,000   362,271   362,271   380,385
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect guaranteed cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.



<PAGE>   9


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.



<PAGE>   10





                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE PREFERRED NON-TOBACCO $1,500.00 ANNUAL PREMIUM ISSUE AGE 35
                         $150,000 INITIAL DEATH BENEFIT:

                       VALUES--CURRENT COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>     <C>       <C>        <C>     <C>         <C>       <C>     <C>        <C>       <C>      <C>
    1     1,575     1,022         0   150,000     1,095         0   150,000     1,168         0   150,000
    2     3,229     2,068       214   150,000     2,280       426   150,000     2,501       647   150,000
    3     4,965     3,086     1,232   150,000     3,505     1,651   150,000     3,960     2,106   150,000
    4     6,788     4,087     2,233   150,000     4,786     2,932   150,000     5,574     3,720   150,000
    5     8,703     5,083     3,229   150,000     6,134     4,280   150,000     7,369     5,515   150,000
    6    10,713     6,071     4,588   150,000     7,552     6,069   150,000     9,364     7,880   150,000
    7    12,824     7,053     5,940   150,000     9,044     7,931   150,000    11,579    10,467   150,000
    8    15,040     8,028     7,193   150,000    10,612     9,778   150,000    14,039    13,205   150,000
    9    17,367     8,997     8,441   150,000    12,263    11,706   150,000    16,773    16,217   150,000
   10    19,810     9,965     9,687   150,000    14,002    13,724   150,000    19,812    19,534   150,000
   11    22,376    10,957    10,957   150,000    15,870    15,870   150,000    23,235    23,235   150,000
   12    25,069    11,922    11,922   150,000    17,813    17,813   150,000    27,018    27,018   150,000
   13    27,898    12,858    12,858   150,000    19,836    19,836   150,000    31,201    31,201   150,000
   14    30,868    13,767    13,767   150,000    21,942    21,942   150,000    35,828    35,828   150,000
   15    33,986    14,648    14,648   150,000    24,136    24,136   150,000    40,950    40,950   150,000
   16    37,261    15,503    15,503   150,000    26,423    26,423   150,000    46,623    46,623   150,000
   17    40,699    16,318    16,318   150,000    28,797    28,797   150,000    52,900    52,900   150,000
   18    44,309    17,092    17,092   150,000    31,261    31,261   150,000    59,848    59,848   150,000
   19    48,099    17,822    17,822   150,000    33,816    33,816   150,000    67,545    67,545   150,000
   20    52,079    18,506    18,506   150,000    36,468    36,468   150,000    76,075    76,075   150,000

Age 65  104,641    22,248    22,248   150,000    70,304    70,304   150,000   236,811   236,811   288,910
Age 70  142,254    20,254    20,254   150,000    93,114    93,114   150,000   404,641   404,641   469,384
Age 75  190,260    13,466    13,466   150,000   122,308   122,308   150,000   685,252   685,252   733,219
Age 80  251,528         0         0         0   162,016   162,016   170,117 1,157,218 1,157,218 1,215,079
Age 85  329,723         0         0         0   212,485   212,485   223,109 1,940,038 1,940,038 2,037,039
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect current cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.



<PAGE>   11


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.



<PAGE>   12




                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE PREFERRED NON-TOBACCO $1,500.00 ANNUAL PREMIUM ISSUE AGE 35
                        $150,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE
<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>     <C>       <C>       <C>      <C>        <C>        <C>     <C>        <C>       <C>      <C>
    1     1,575     1,022         0   150,000     1,095         0   150,000     1,168         0   150,000
    2     3,229     2,051       197   150,000     2,261       407   150,000     2,482       628   150,000
    3     4,965     3,050     1,196   150,000     3,468     1,614   150,000     3,920     2,066   150,000
    4     6,788     4,021     2,167   150,000     4,714     2,860   150,000     5,497     3,643   150,000
    5     8,703     4,960     3,106   150,000     6,000     4,146   150,000     7,223     5,369   150,000
    6    10,713     5,867     4,384   150,000     7,327     5,843   150,000     9,114     7,631   150,000
    7    12,824     6,738     5,626   150,000     8,692     7,579   150,000    11,185    10,073   150,000
    8    15,040     7,574     6,739   150,000    10,098     9,263   150,000    13,456    12,622   150,000
    9    17,367     8,371     7,814   150,000    11,543    10,986   150,000    15,945    15,388   150,000
   10    19,810     9,130     8,851   150,000    13,030    12,751   150,000    18,676    18,398   150,000
   11    22,376     9,846     9,846   150,000    14,555    14,555   150,000    21,674    21,674   150,000
   12    25,069    10,517    10,517   150,000    16,120    16,120   150,000    24,964    24,964   150,000
   13    27,898    11,141    11,141   150,000    17,723    17,723   150,000    28,581    28,581   150,000
   14    30,868    11,717    11,717   150,000    19,365    19,365   150,000    32,558    32,558   150,000
   15    33,986    12,239    12,239   150,000    21,044    21,044   150,000    36,933    36,933   150,000
   16    37,261    12,706    12,706   150,000    22,761    22,761   150,000    41,753    41,753   150,000
   17    40,699    13,110    13,110   150,000    24,509    24,509   150,000    47,062    47,062   150,000
   18    44,309    13,440    13,440   150,000    26,282    26,282   150,000    52,913    52,913   150,000
   19    48,099    13,691    13,691   150,000    28,077    28,077   150,000    59,368    59,368   150,000
   20    52,079    13,850    13,850   150,000    29,885    29,885   150,000    66,495    66,495   150,000

Age 65  104,641     7,880     7,880   150,000    47,137    47,137   150,000   196,578   196,578   239,825
Age 70  142,254         0         0         0    52,146    52,146   150,000   327,224   327,224   379,580
Age 75  190,260         0         0         0    48,939    48,939   150,000   538,940   538,940   576,666
Age 80  251,528         0         0         0    22,885    22,885   150,000   886,327   886,327   930,644
Age 85  329,723         0         0         0         0         0         0 1,435,952 1,435,952 1,507,750
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect guaranteed cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.




<PAGE>   13


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.



<PAGE>   14





                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE PREFERRED NON-TOBACCO $4,500.00 ANNUAL PREMIUM ISSUE AGE 55
                        $150,000 INITIAL DEATH BENEFIT:

                        VALUES--CURRENT COST OF INSURANCE
<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>     <C>       <C>        <C>     <C>        <C>       <C>      <C>        <C>        <C>     <C>
    1     4,725     3,395         0   150,000     3,624         0   150,000     3,854         0   150,000
    2     9,686     6,756     1,638   150,000     7,430     2,312   150,000     8,133     3,015   150,000
    3    14,896    10,034     4,916   150,000    11,378     6,260   150,000    12,835     7,717   150,000
    4    20,365    13,226     8,108   150,000    15,471    10,353   150,000    18,005    12,887   150,000
    5    26,109    16,331    11,213   150,000    19,716    14,598   150,000    23,694    18,576   150,000
    6    32,139    19,348    15,253   150,000    24,120    20,026   150,000    29,963    25,869   150,000
    7    38,471    22,272    19,202   150,000    28,690    25,619   150,000    36,877    33,806   150,000
    8    45,120    25,106    22,803   150,000    33,435    31,132   150,000    44,515    42,212   150,000
    9    52,101    27,849    26,314   150,000    38,370    36,834   150,000    52,968    51,432   150,000
   10    59,431    30,503    29,735   150,000    43,506    42,739   150,000    62,337    61,569   150,000
   11    67,127    33,135    33,135   150,000    48,954    48,954   150,000    72,872    72,872   150,000
   12    75,208    35,650    35,650   150,000    54,624    54,624   150,000    84,590    84,590   150,000
   13    83,694    38,042    38,042   150,000    60,531    60,531   150,000    97,651    97,651   150,000
   14    92,604    40,305    40,305   150,000    66,692    66,692   150,000   112,244   112,244   150,000
   15   101,959    42,431    42,431   150,000    73,130    73,130   150,000   128,589   128,589   150,000
   16   111,782    44,412    44,412   150,000    79,871    79,871   150,000   146,786   146,786   168,804
   17   122,096    46,242    46,242   150,000    86,946    86,946   150,000   166,926   166,926   188,627
   18   132,926    47,916    47,916   150,000    94,395    94,395   150,000   189,230   189,230   210,045
   19   144,297    49,424    49,424   150,000   102,261   102,261   150,000   213,947   213,947   233,202
   20   156,237    50,753    50,753   150,000   110,595   110,595   150,000   241,358   241,358   258,254

Age 65   59,431    30,503    29,735   150,000    43,506    42,739   150,000    62,337    61,569   150,000
Age 70  101,959    42,431    42,431   150,000    73,130    73,130   150,000   128,589   128,589   150,000
Age 75  156,237    50,753    50,753   150,000   110,595   110,595   150,000   241,358   241,358   258,254
Age 80  225,511    54,622    54,622   150,000   162,759   162,759   170,897   432,993   432,993   454,642
Age 85  313,924    50,458    50,458   150,000   229,680   229,680   241,164   751,026   751,026   788,578
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect current cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.





<PAGE>   15



     (4)  Death Benefit reflects current Internal Revenue Code requirements.

     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.



<PAGE>   16




                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        MALE PREFERRED NON-TOBACCO $4,500.00 ANNUAL PREMIUM ISSUE AGE 55
                         $150,000 INITIAL DEATH BENEFIT:

                      VALUES--GUARANTEED COST OF INSURANCE

<TABLE>
<CAPTION>
         Premium  0.00% Hypothetical            6.00% Hypothetical            12.00% Hypothetical
       Paid Plus  Gross Investment Return       Gross Investment Return       Gross Investment Return
Policy  Interest      Cash Surrender     Death      Cash Surrender     Death      Cash Surrender     Death
  Year     at 5%     Value     Value   Benefit     Value     Value   Benefit     Value     Value   Benefit
<S>     <C>       <C>        <C>     <C>        <C>        <C>     <C>        <C>       <C>      <C>
    1     4,725     2,915         0   150,000     3,129         0   150,000     3,343         0   150,000
    2     9,686     5,726       608   150,000     6,339     1,221   150,000     6,979     1,861   150,000
    3    14,896     8,401     3,283   150,000     9,602     4,484   150,000    10,909     5,791   150,000
    4    20,365    10,935     5,817   150,000    12,917     7,799   150,000    15,164    10,046   150,000
    5    26,109    13,318     8,200   150,000    16,277    11,159   150,000    19,774    14,656   150,000
    6    32,139    15,538    11,444   150,000    19,675    15,581   150,000    24,775    20,681   150,000
    7    38,471    17,583    14,513   150,000    23,104    20,034   150,000    30,211    27,140   150,000
    8    45,120    19,436    17,133   150,000    26,553    24,250   150,000    36,127    33,823   150,000
    9    52,101    21,072    19,537   150,000    30,006    28,471   150,000    42,575    41,040   150,000
   10    59,431    22,470    21,702   150,000    33,449    32,682   150,000    49,622    48,855   150,000
   11    67,127    23,607    23,607   150,000    36,871    36,871   150,000    57,353    57,353   150,000
   12    75,208    24,464    24,464   150,000    40,266    40,266   150,000    65,876    65,876   150,000
   13    83,694    25,020    25,020   150,000    43,628    43,628   150,000    75,323    75,323   150,000
   14    92,604    25,248    25,248   150,000    46,949    46,949   150,000    85,855    85,855   150,000
   15   101,959    25,114    25,114   150,000    50,221    50,221   150,000    97,670    97,670   150,000
   16   111,782    24,562    24,562   150,000    53,420    53,420   150,000   111,006   111,006   150,000
   17   122,096    23,444    23,444   150,000    56,458    56,458   150,000   126,146   126,146   150,000
   18   132,926    21,815    21,815   150,000    59,408    59,408   150,000   143,409   143,409   159,184
   19   144,297    19,480    19,480   150,000    62,168    62,168   150,000   162,544   162,544   177,173
   20   156,237    16,302    16,302   150,000    64,688    64,688   150,000   183,731   183,731   196,593

Age 65   59,431    22,470    21,702   150,000    33,449    32,682   150,000    49,622    48,855   150,000
Age 70  101,959    25,114    25,114   150,000    50,221    50,221   150,000    97,670    97,670   150,000
Age 75  156,237    16,302    16,302   150,000    64,688    64,688   150,000   183,731   183,731   196,593
Age 80  225,511         0         0         0    72,355    72,355   150,000   327,113   327,113   343,468
Age 85  313,924         0         0         0    61,930    61,930   150,000   554,477   554,477   582,201
</TABLE>

ASSUMPTIONS:

     (1)  Based on Death Benefit Option A and assumes no Policy Loans have been
          made.

     (2)  Values reflect guaranteed cost of insurance charges.

     (3)  Net investment returns are calculated as the hypothetical gross
          investment return less all charges and deductions.

     (4)  Death Benefit reflects current Internal Revenue Code requirements.



<PAGE>   17


     (5)  Zero values indicate policy lapse in absence of an additional premium
          payment.

The hypothetical investment rates of return shown above and elsewhere in this
Prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an Owner and actual expenses. The Death Benefit,
Cash Value and Surrender Value for a Policy would be different from those shown
if the actual rates of return averages 0%, 6% and 12% over a period of years but
also fluctuated above or below those averaged for individual Policy Years. No
representations can be made by Kemper Investors Life Insurance Company that
these hypothetical rates of return can be achieved for any one year or sustained
over any period of time.



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