<PAGE>
FILE NO. 2-31020
FILE NO. 811-1778
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Post-Effective Amendment No. 35 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 35 |X|
(Check appropriate box or boxes)
SBL VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)
Security Benefit Life Insurance Company
(Name of Depositor)
700 Harrison Street, Topeka, Kansas 66636-0001
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, Including Area Code:
(785) 431-3000
Copies to:
Amy J. Lee, Associate General Counsel Jeffrey S. Puretz, Esq.
Security Benefit Group Dechert, Price & Rhoads
700 Harrison Street 1500 K Street, N.W.
Topeka, KS 66636-0001 Washington, DC 20005
(Name and address of Agent for Service)
It is proposed that this filing will become effective:
|_| immediately upon filing pursuant to paragraph (b) of Rule 485
|X| on August 1, 1997 pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_| on August 1, 1997, pursuant to paragraph (a)(1) of Rule 485
|_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_| on August 1, 1997, pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
--------------------
Pursuant to Regulation 270.24f-2 of the Investment Company Act of 1940, the
Registrant has elected to register an indefinite number of securities. The
Registrant filed the Notice required by 24f-2 on February 26, 1997.
<PAGE>
Post-effective amendments to this registration statement are not filed, and
updated prospectuses are not distributed to contract holders, in reliance upon a
no-action letter issued to Security Benefit Life Insurance Company (the
"Depositor") and Registrant. See Security Benefit Life Insurance Company
(publicly avail. July 2, 1987). The staff granted the no-action letter based on
the Depositor's representations that it was no longer offering SBL Variable
Annuity Account contracts to new purchasers or new participants under group
contracts and its representation that it would provide certain information to
contract holders.
This post-effective amendment is being filed only for the purpose of making
Depositor's representation with respect to the reasonableness of fees under
Section 26(e) of the Investment Company Act of 1940. The content of the
Post-Effective Amendment No. 34 to this Registration Statement No. 2-31020 is
incorporated herein by reference.
ITEM 24. EXHIBITS
Powers of Attorney of Howard R. Fricke, Thomas R. Clevenger, Sister Loretto
Marie Colwell, John C. Dicus, W.W. Hanna, John E. Hayes, Jr., Laird G. Noller,
Frank C. Sabatini, and Robert C. Wheeler
ITEM 32. UNDERTAKINGS
Depositor hereby represents that the fees and charges deducted under the
Contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Depositor.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement and
has caused this Registration Statement to be signed on its behalf, in the city
of Topeka, and State of Kansas on this 28th day of July, 1997.
SIGNATURES AND TITLES SECURITY BENEFIT LIFE INSURANCE COMPANY
(The Depositor)
Howard R. Fricke
Director, Chairman of
the Board, President and By: ROGER K. VIOLA
Chief Executive Officer --------------------------------------
Roger K. Viola, Senior Vice President,
Thomas R. Clevenger General Counsel and Secretary as
Director Attorney-in-Fact for the Officers and
Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell
Director
SBL VARIABLE ANNUITY ACCOUNT
John C. Dicus (The Registrant)
Director
William W. Hanna By: SECURITY BENEFIT LIFE INSURANCE
Director COMPANY (The Depositor)
John E. Hayes, Jr.
Director By: HOWARD R. FRICKE
--------------------------------------
Laird G. Noller Howard R. Fricke, Chairman of the
Director Board, President and Chief Executive
Officer
Robert C. Wheeler
Director
By: DONALD J. SCHEPKER
Frank C. Sabatini --------------------------------------
Director Donald J. Schepker, Senior Vice
President, Chief Financial Officer
and Treasurer
(ATTEST): ROGER K. VIOLA
--------------------------------
Roger K. Viola, Senior Vice
President, General Counsel and
Secretary
Date: July 28, 1997
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Howard R. Fricke, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful attorneys, each with full
power and authority for me and in my name and behalf to sign Registration
Statements, any amendments thereto and any application for exemptive relief
filed pursuant to the Investment Company Act of 1940 or the Securities Act of
1933, as amended, and any instrument or document filed as part thereof, or in
connection therewith or in any way related thereto, in connection with Variable
Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE INSURANCE
COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as though said
Registration Statements and other documents had been signed and filed personally
by me in the capacity aforesaid. Each of the aforesaid attorneys acting alone
shall have all the powers of all of said attorneys. I hereby ratify and confirm
all that the said attorneys, or any of them, may do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
HOWARD R. FRICKE
-----------------------------------------------------
Howard R. Fricke
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
THOMAS R. CLEVENGER
-----------------------------------------------------
Thomas R. Clevenger
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Sister Loretto Marie Colwell, being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY, by these presents do make, constitute and appoint Howard R.
Fricke, James R. Schmank and Roger K. Viola, and each of them, my true and
lawful attorneys, each with full power and authority for me and in my name and
behalf to sign Registration Statements, any amendments thereto and any
application for exemptive relief filed pursuant to the Investment Company Act of
1940 or the Securities Act of 1933, as amended, and any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
in connection with Variable Annuity Contracts offered, issued or sold by
SECURITY BENEFIT LIFE INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT
with like effect as though said Registration Statements and other documents had
been signed and filed personally by me in the capacity aforesaid. Each of the
aforesaid attorneys acting alone shall have all the powers of all of said
attorneys. I hereby ratify and confirm all that the said attorneys, or any of
them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
SISTER LORETTO MARIE COLWELL
-----------------------------------------------------
Sister Loretto Marie Colwell
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, John C. Dicus, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
JOHN C. DICUS
-----------------------------------------------------
John C. Dicus
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, William W. Hanna, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
WILLIAM W. HANNA
-----------------------------------------------------
William W. Hanna
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, John E. Hayes, Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
JOHN E. HAYES, JR.
-----------------------------------------------------
John E. Hayes, Jr.
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Laird G. Noller, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
LAIRD G. NOLLER
-----------------------------------------------------
Laird G. Noller
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Robert C. Wheeler, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
ROBERT C. WHEELER
-----------------------------------------------------
Robert C. Wheeler
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
<PAGE>
POWER OF ATTORNEY
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
KNOW ALL MEN BY THESE PRESENTS:
THAT I, Frank C. Sabatini, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY, by these presents do make, constitute and appoint Howard R. Fricke,
James R. Schmank and Roger K. Viola, and each of them, my true and lawful
attorneys, each with full power and authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any application for
exemptive relief filed pursuant to the Investment Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any SBL VARIABLE ANNUITY ACCOUNT with like effect as
though said Registration Statements and other documents had been signed and
filed personally by me in the capacity aforesaid. Each of the aforesaid
attorneys acting alone shall have all the powers of all of said attorneys. I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July, 1997.
FRANK C. SABATINI
-----------------------------------------------------
Frank C. Sabatini
SUBSCRIBED AND SWORN to before me this 28th day of July, 1997.
JANA R. SELLEY
-----------------------------------------------------
Notary Public
My Commission Expires:
June 14, 2000
- ---------------------
