PARKSTONE VARIABLE ANNUITY ACCOUNT
N-30D, 1999-05-20
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<PAGE>
PARKSTONE
================================================================================
VARIABLE ANNUITY
1998 ANNUAL REPORT


[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
A Member of The Security Benefit
Group of Companies
<PAGE>
                    A MESSAGE FROM THE CHAIRMAN OF THE BOARD

Security Benefit is poised on the brink of exciting change.  Over the past year,
we  have  aggressively  focused  on  relationship  management  and  forging  new
strategic  partnerships.  As good as the Security  Benefit team is, as strong as
our management,  research and fundamentals are, we still recognize opportunities
to bring more talent to the table.  Making  certain our cultures are  compatible
and our goals are aligned,  we've formed  relationships that bring value to both
our customers and those who represent us.

Our successful team led the company to a record year of profits and sales.

*  Sales totaled $1.1 billion, a 35% increase from 1997

*  Profits were up 13.6%

*  Assets under management rose 12% to $8.8 billion

*  GAAP Equity rose 14.4%

In 1998,  WORKING MOTHER magazine again selected  Security Benefit as one of the
100 Best  Companies  for  working  mothers.  We are very proud of the  continued
recognition we receive for Security Benefit and believe that it directly affects
the quality of our service to our customers.

Security  Benefit's  financial  strength  and  stability  also  continue  to  be
recognized.  During 1998,  Security Benefit was upgraded to an AA- (very strong)
rating from Standard & Poor's. We are also rated:

*  AA- (very high) by Duff & Phelps

*  A+ (superior) by A. M. Best

The strides we are making now shape our strategies and vision for the future. By
providing  more products that offer  choices to our  customers,  we position our
organization  as one of the most  responsive and flexible in the industry.  This
combination of innovative products and service-oriented associates enables us to
continue  meeting  the  needs  of  sophisticated  customers  well  into the next
millennium.

HOWARD R. FRICKE

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

Rating  information  applies to Security  Benefit Life  Insurance  Company.  The
ratings  should not be considered as bearing on the  investment  performance  of
assets held in any separate account.
<PAGE>
BOARD OF DIRECTORS

HOWARD R. FRICKE
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

THOMAS R. CLEVENGER
Investments
Wichita, Kansas

SISTER LORETTO MARIE COLWELL
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

STEVEN J. DOUGLASS
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

WILLIAM W. HANNA
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
Chairman of the Board and CEO (Ret.)
Western Resources, Inc.
Topeka, Kansas

LAIRD G. NOLLER
President
Noller Automotive Group
Lawrence, Kansas

FRANK SABATINI
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
Chairman and CEO
Hill's Pet Nutrition, Inc.
Topeka, Kansas

                          NOTICE OF MEETING OF MEMBERS

The annual meeting of members of Security  Benefit  Mutual Holding  Company (the
"Mutual  Holding  Company")  will be held on  Tuesday,  June 1, 1999,  at 700 SW
Harrison St.,  Topeka,  Kansas,  at 1:00 p.m. Each owner of an insurance  policy
issued by  Security  Benefit  Life  Insurance  Company is a member of the Mutual
Holding  Company and is entitled to vote,  either in person or by proxy,  on all
matters  coming  before the meeting.  Proxies are  available  from the corporate
secretary and must be returned no later than May 31, 1999.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com
<PAGE>
REPORT OF INDEPENDENT AUDITORS

THE CONTRACT OWNERS OF PARKSTONE VARIABLE ANNUITY ACCOUNT
AND THE BOARD OF DIRECTORS OF
SECURITY BENEFIT LIFE INSURANCE COMPANY

We have audited the  accompanying  balance sheet of Parkstone  Variable  Annuity
Account (the Account)  (comprised  of the  individual  subaccounts  as indicated
therein) as of December 31, 1998,  and the related  statement of operations  and
changes in net assets for the year then ended.  These  financial  statements are
the responsibility of the Account's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  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. Our procedures included
confirmation  of  investments  owned as of December 31, 1998, by  correspondence
with the  transfer  agent.  An audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management  as  well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the individual  subaccounts of
the Parkstone  Variable Annuity Account at December 31, 1998, and the results of
their  operations  and  changes  in their net  assets for the year then ended in
conformity with generally accepted accounting principles.

                                                               Ernst & Young LLP

February 5, 1999
<PAGE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
================================================================================
BALANCE SHEET                                                  DECEMBER 31, 1998
- --------------------------------------------------------------------------------
ASSETS                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND UNIT VALUES)


Investments:
   Parkstone Advantage Fund:
     Bond Fund - 873,303 shares at net asset value of $10.92 per share
       (cost, $9,194)..................................................  $ 9,537
     Mid-Capitalization Fund - 1,623,530 shares at net asset value of
       $15.70 per share (cost, $23,067)................................   25,489
     International Discovery Fund - 825,192 shares at net asset value
       of $13.83 per share (cost, $10,088).............................   11,412
     Small Capitalization Fund - 1,112,446 shares at net asset value
       of $16.69 per share (cost, $19,193).............................   18,567

   Liberty Variable Investment Trust:
     Colonial U.S. Stock Fund - 216,001 shares at net asset value of
       $18.79 per share (cost, $3,852).................................    4,059
     Colonial Strategic Income Fund - 315,997 shares at net asset
       value of $11.08 per share (cost, $3,605)........................    3,501
     Newport Tiger Fund - 285,893 shares at net asset value of $1.57
       per share (cost, $421)..........................................      449

   SBL Fund:
     Money Market Series (Series C) - 159,257 shares at net asset
       value of $12.53 per share (cost, $1,951)........................    1,996
     Global Aggressive Bond Series (Series K) - 51,888 shares at net
       asset value of $9.56 per share (cost, $530).....................      496
     Equity Income Series (Series O) - 378,218 shares at net asset
       value of $18.35 per share (cost, $6,826)........................    6,940
     Social Awareness Series (Series S) - 9,346 shares at net asset
       value of $28.40 per share (cost, $226)..........................      265
                                                                          ------
Total assets...........................................................  $82,711
                                                                          ======

                            See accompanying notes.
<PAGE>
NET ASSETS
Net assets are represented by (NOTE 3):
                                                 NUMBER       UNIT
                                                OF UNITS      VALUE      AMOUNT
                                                --------      -----      ------
NONTRUST CONTRACTS
   Bond Subaccount:
     Accumulation units.......................    725,767     $12.08     $ 8,767
   Mid-Capitalization Subaccount:
     Accumulation units.......................  1,465,771      16.92      24,795
   International Discovery Subaccount:
     Accumulation units.......................    845,793      12.95      10,956
   Small Capitalization Subaccount:
     Accumulation units.......................  1,040,808      17.50      18,210
   Colonial U.S. Stock Subaccount:
     Accumulation units.......................    339,229      11.67       3,957
   Colonial Strategic Income Subaccount:
     Accumulation units.......................    320,486      10.49       3,362
   Newport Tiger Subaccount:
     Accumulation units.......................     52,874       8.49         449
   Money Market Subaccount:
     Accumulation units.......................    188,180      10.39       1,955
   Global Aggressive Bond Subaccount:
     Accumulation units.......................     33,660      10.59         356
   Equity Income Subaccount:
     Accumulation units.......................    590,001      10.78       6,361
   Social Awareness Subaccount:
     Accumulation units.......................     20,703      12.82         265

TRUST CONTRACTS
   Bond Subaccount:
     Accumulation units.......................     61,385      12.54         770
   Mid-Capitalization Subaccount:
     Accumulation units.......................     39,474      17.58         694
   International Discovery Subaccount:
     Accumulation units.......................     33,817      13.49         456
   Small Capitalization Subaccount:
     Accumulation units.......................     19,585      18.22         357
   Colonial U.S. Stock Fund Subaccount:
     Accumulation units.......................      8,609      11.79         102
   Colonial Strategic Income Subaccount:
     Accumulation units.......................     13,107      10.61         139
   Money Market Subaccount:
     Accumulation units.......................      3,916      10.43          41
   Global Aggressive Bond Subaccount:
     Accumulation units.......................     13,095      10.67         140
   Equity Income Subaccount:
     Accumulation units.......................     53,104      10.90         579
                                                                          ------
Total net assets..............................                           $82,711
                                                                          ======
                            See accompanying notes.
<PAGE>
PARKSTONE VARIABLE ANNUITY ACCOUNT

STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS                               YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
                                                                  (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                PRIME                        MID-        INTERNATIONAL       SMALL        COLONIAL
                                             OBLIGATIONS      BOND      CAPITALIZATION     DISCOVERY     CAPITALIZATION   U.S. STOCK
                                             SUBACCOUNT    SUBACCOUNT     SUBACCOUNT       SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                             ---------------------------------------------------------------------------------------
<S>                                           <C>           <C>            <C>             <C>              <C>             <C>
NONTRUST CONTRACTS
Dividend distributions......................  $     7       $   419        $   ---         $   ---          $   ---         $   25
Expenses (NOTE 2):
   Mortality and expense risk fee...........       (2)         (112)          (322)           (146)            (251)           (37)
   Administrative fee.......................      ---           (13)           (39)            (18)             (30)            (4)
                                             ---------------------------------------------------------------------------------------
Net investment income (loss)................        5           294           (361)           (164)            (281)           (16)
Capital gains distributions.................      ---           ---            ---              50              ---            132
Realized gain (loss) on investments.........      ---           221          2,332             774              870            101
Unrealized appreciation (depreciation) on
  investments...............................      ---           (36)            72             426           (1,371)           215
                                             ---------------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
  on investments............................      ---           185          2,404           1,250             (501)           448
                                             ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations.................        5           479          2,043           1,086             (782)           432
Net assets at beginning of year.............    1,235         8,435         27,026          12,177           22,330            123
Variable annuity deposits (NOTES 2 AND 3)...      272         2,592          3,356           1,290            2,838          4,311
Terminations and withdrawals (NOTES 2 AND 3)   (1,512)       (2,739)        (7,630)         (3,597)          (6,176)          (909)
                                             ---------------------------------------------------------------------------------------
Net assets at end of year...................  $   ---       $ 8,767        $24,795         $10,956          $18,210         $3,957
                                             =======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                PRIME                        MID-        INTERNATIONAL       SMALL         COLONIAL 
                                             OBLIGATIONS      BOND      CAPITALIZATION     DISCOVERY     CAPITALIZATION   U.S. STOCK
                                             SUBACCOUNT    SUBACCOUNT     SUBACCOUNT       SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                             ---------------------------------------------------------------------------------------
<S>                                            <C>           <C>            <C>              <C>             <C>            <C>     
TRUST CONTRACTS                                                                                                                     
Dividend distributions......................   $   2         $  35          $ ---            $---            $ ---          $  1    
Expenses (NOTE 2):                                                                                                                  
   Mortality and expense risk fee...........     ---            (5)            (4)             (3)              (3)          ---    
   Administrative fee.......................     ---            (1)            (1)            ---              ---           ---    
                                             ---------------------------------------------------------------------------------------
Net investment income (loss)................       2            29             (5)             (3)              (3)            1    
Capital gains distributions.................     ---           ---            ---               2              ---             3    
Realized gain (loss) on investments.........     ---            26             45              14               39           ---    
Unrealized appreciation (depreciation) on                                                                                           
  investments...............................     ---            (4)            30              26              (38)            2    
                                             ---------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on                                                                                          
  investments...............................     ---            22             75              42                1             5    
                                             ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets                                                                                               
  resulting from operations.................       2            51             70              39               (2)            6    
Net assets at beginning of year.............     224           987            740             361              488           ---    
Variable annuity deposits (NOTES 2 AND 3)...       1           123             89             103              150           100    
Terminations and withdrawals (NOTES 2 AND 3)    (227)         (391)          (205)            (47)            (279)           (4)   
                                             ---------------------------------------------------------------------------------------
Net assets at end of year...................   $ ---         $ 770          $ 694            $456            $ 357          $102    
                                             =======================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                                              COLONIAL                                      GLOBAL
                                              STRATEGIC      NEWPORT          MONEY       AGGRESSIVE       EQUITY         SOCIAL
                                               INCOME         TIGER          MARKET          BOND          INCOME        AWARENESS
                                             SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                             ---------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>             <C>           <C>             <C>
NONTRUST CONTRACTS
Dividend distributions......................  $  209          $   8         $    78         $ 34          $    61         $---
Expenses (NOTE 2):
   Mortality and expense risk fee...........     (36)            (4)            (19)          (4)             (62)          (1)
   Administrative fee.......................      (4)           ---              (2)         ---               (8)         ---
                                             ---------------------------------------------------------------------------------------
Net investment income (loss)................     169              4              57           30               (9)          (1)
Capital gains distributions.................     ---            ---             ---            6              149            3
Realized gain (loss) on investments.........       5            (14)            (47)         ---               46            2
Unrealized appreciation (depreciation) on
  investments...............................     (81)            28              45          (21)             101           39
                                             ---------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
  investments...............................     (76)            14              (2)         (15)             296           44
                                             ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations.................      93             18              55           15              287           43
Net assets at beginning of year.............     249             12              45           17              271            7
Variable annuity deposits (NOTES 2 AND 3)...   3,919            675           3,991          386            7,281          237
Terminations and withdrawals (NOTES 2 AND 3)    (899)          (256)         (2,136)         (62)          (1,478)         (22)
                                             ---------------------------------------------------------------------------------------
Net assets at end of year...................  $3,362          $ 449         $ 1,955         $356          $ 6,361         $265
                                             =======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                              COLONIAL                                      GLOBAL         
                                             STRATEGIC       NEWPORT         MONEY        AGGRESSIVE       EQUITY         SOCIAL    
                                               INCOME         TIGER          MARKET          BOND          INCOME        AWARENESS  
                                             SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  
                                             ---------------------------------------------------------------------------------------
<S>                                            <C>             <C>           <C>            <C>            <C>            <C>       
TRUST CONTRACTS
Dividend distributions......................   $  9            $---          $  11          $ 13           $---           $---      
Expenses (NOTE 2):
   Mortality and expense risk fee...........     (1)                            (1)          ---             (2)                    
   Administrative fee.......................    ---                            ---           ---            ---                     
                                             ---------------------------------------------------------------------------------------
Net investment income (loss)................      8                             10            13             (2)                    
Capital gains distributions.................    ---                            ---             2              1                     
Realized gain (loss) on investments.........    ---                             (4)          ---            ---                     
Unrealized appreciation (depreciation) on
  investments...............................     (5)                           ---           (12)             9                     
                                             ---------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
  investments...............................     (5)                            (4)          (10)            10                     
                                             ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations.................      3                              6             3              8                     
Net assets at beginning of year.............    ---                            ---           ---             16                     
Variable annuity deposits (NOTES 2 AND 3)...    145                            225           145            544                     
Terminations and withdrawals (NOTES 2 AND 3)     (9)                          (190)           (8)            11                     
                                             ---------------------------------------------------------------------------------------
Net assets at end of year...................   $139            $---          $  41          $140           $579           $---      
                                             =======================================================================================
</TABLE>
<PAGE>
PARKSTONE VARIABLE ANNUITY
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION  --  Parkstone  Variable  Annuity  Account  (the  Account) is a
    separate  account of Security  Benefit Life  Insurance  Company  (SBL).  The
    Account  is  registered  as a unit  investment  trust  under the  Investment
    Company  Act of 1940,  as  amended.  Deposits  received  by the  Account are
    invested in the Parkstone  Advantage Fund, Liberty Variable Investment Trust
    or SBL Fund, mutual funds not otherwise available to the public. As directed
    by the owners,  amounts  deposited  are invested in shares of the  following
    accounts of the Parkstone  Advantage Fund: Prime Obligations Fund - emphasis
    on current  income with  liquidity and  stability of principal,  Bond Fund -
    emphasis   on  current   income  as  well  as   preservation   of   capital,
    Mid-Capitalization  Fund - emphasis on capital  appreciation,  International
    Discovery Fund - emphasis on long-term capital growth through  investment in
    foreign and domestic  common  stocks,  and the Small  Capitalization  Fund -
    emphasis  on  capital   appreciation   through   investment   in  small-  to
    medium-sized  companies;  the  following  accounts of the  Liberty  Variable
    Investment Trust: Colonial U.S. Stock Fund - emphasis on seeking growth over
    time  through  investment  in  common  stock  of  U.S.  companies,  Colonial
    Strategic  Income Fund - emphasis on high current income through  investment
    in  U.S.  and  foreign  government  securities  and  high-yield,   high-risk
    corporate  debt  securities,  and  the  Newport  Tiger  Fund -  emphasis  on
    long-term  capital  growth  through   investment  in  equity  securities  of
    companies  located in East Asia;  and the  following  accounts  of  Security
    Management Company, LLC (SMC), a limited liability company controlled by its
    members, SBL and Security Benefit Group, Inc., a wholly-owned  subsidiary of
    SBL: Money Market Series (Series C) - emphasis on capital preservation while
    generating  interest  income,  Global  Aggressive  Bond Series  (Series K) -
    emphasis  on  high  current  income  with  secondary   emphasis  on  capital
    appreciation,  Equity  Income  Series  (Series O) - emphasis on  substantial
    dividend income and capital appreciation and Social Awareness Series (Series
    S) - emphasis on capital appreciation.

    Effective March 20, 1998,  investments in the Prime Obligations Fund were no
    longer permitted in the contract and all previous deposits  remaining in the
    fund were transferred to Money Market Series (Series C).

    Two types of  investment  contracts are offered - one for  individuals  (the
    Nontrust   Contracts)   and  one  for  trusts  and  customers  of  financial
    institutions' trust departments (the Trust Contracts).

    Under the terms of the investment advisory contracts,  portfolio investments
    of the  Parkstone  Advantage  Fund are made by First of  America  Investment
    Corporation,  with Gulfstream Global Investors,  Ltd. providing  subadvisory
    services to the  International  Discovery Fund. First of America  Investment
    Corp., a wholly-owned  subsidiary of First of America Bank, N.A., which is a
    wholly-owned  subsidiary of National City Corporation,  holds a 72% interest
    in Gulfstream Global Investors,  Ltd.  Portfolio  investments of the Liberty
    Variable  Investment Trust are made by Liberty Advisory  Services Corp. with
    Colonial Management  Associates,  Inc. providing subadvisory services to the
    Colonial U.S. Stock Fund and the Colonial Strategic Income Fund, and Newport
    Fund Management,  Inc. providing  subadvisory  services to the Newport Tiger
    Fund. Portfolio  investments of SBL Fund are made by SMC. SMC has engaged T.
    Rowe Price Associates,  Inc. to provide subadvisory  services for the Equity
    Income  Series.   Lexington  Management   Corporation  provided  subadvisory
    services to the Global  Aggressive Bond Series (Series K) until December 31,
    1998. Series K will now be advised by SMC.

    INVESTMENT VALUATION -- Investments in mutual fund shares are carried in the
    balance  sheet at market  value (net asset  value of the  underlying  mutual
    fund).  The first-in,  first-out  cost method is used to determine  realized
    gains and losses. Security transactions are accounted for on the trade date.

    The cost of investments purchased and proceeds from investments sold were as
    follows:

                                     NONTRUST CONTRACTS       TRUST CONTRACTS
                                   ---------------------   ---------------------
                                    COST OF    PROCEEDS     COST OF    PROCEEDS
                                   PURCHASES  FROM SALES   PURCHASES  FROM SALES
                                   ---------  ----------   ---------  ----------
                                                  (IN THOUSANDS)
    Prime Obligations Fund.........  $  279     $1,514       $  2        $226
    Bond Fund......................   3,158      3,011        112         351
    Mid-Capitalization Fund........   3,551      8,186        105         226
    International Discovery Fund...   1,552      3,973        105          50
    Small Capitalization Fund......   3,135      6,753        149         282
    Colonial U.S. Stock Fund.......   4,676      1,157        104           5
    Colonial Strategic Income Fund.   4,252      1,063        154          10
    Newport Tiger Fund.............     706        283        ---         ---
    Money Market Series............   3,991      2,079        236         191
    Global Aggressive Bond Series..     432         71        160           9
    Equity Income Series...........   7,759      1,816        569          15
    Social Awareness Series........     240         23        ---          --
 
    ANNUITY RESERVES -- As of December 31, 1998,  annuity reserves have not been
    established  because there are no contracts that have matured and are in the
    payout stage.

    REINVESTMENT OF DIVIDENDS -- Dividend and capital gains  distributions  paid
    by the mutual fund to the Account are  reinvested  in  additional  shares of
    each respective fund.  Dividend income and capital gains  distributions  are
    recorded as income on the ex-dividend date.

    FEDERAL  INCOME  TAXES  -- The  operations  of the  Account  are part of the
    operations of SBL.  Under current law, no federal income taxes are allocated
    by SBL to the operations of the Account.

    USE OF ESTIMATES -- The  preparation  of financial  statements in conformity
    with generally accepted  accounting  principles  requires management to make
    estimates and assumptions  that affect the amounts reported in the financial
    statements and  accompanying  notes.  Actual results could differ from those
    estimates.

2.  VARIABLE ANNUITY CONTRACT CHARGES

    For contracts issued prior to December 1, 1997 SBL deducts a maintenance fee
    of $30 per year for  each  individual  contract.  An  administrative  fee is
    deducted  equal to an annual  rate of 0.15%  and 0.05% of each  subaccount's
    average  daily net assets  which  funds the  Nontrust  and Trust  Contracts,
    respectively. Mortality and expense risks assumed by SBL are compensated for
    by a fee  equivalent  to an annual  rate of 1.25% and 0.65% of the net asset
    value of each Nontrust and Trust  Contract,  respectively,  of which 0.6% is
    for assuming  mortality  risks and the  remainder  is for  assuming  expense
    risks.

    A contingent  deferred sales charge is assessed against certain  withdrawals
    during  the first  seven  years of the  contract,  from the date a  purchase
    payment is made.  For contracts  issued prior to December 1, 1997 the charge
    began at 5%, declining to 2% in the seventh year. For contracts issued on or
    after the date, the charge began at 7%, declining to 1% in the seventh year.
    Such charges and other contract charges totaled $234,177 during 1998.

    When  applicable,  an amount for state premium taxes is deducted as provided
    by pertinent state law either from the purchase  payments or from the amount
    applied to effect an annuity at the time annuity payments commence.

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                         NON-TRUST       TRUST
                                                         CONTRACTS     CONTRACTS
                                                         ---------     ---------
    Prime Obligations Subaccount:
       Variable annuity deposits.......................      25           ---
       Terminations, withdrawals and expense charges...     138            21

    Bond Subaccount:
       Variable annuity deposits.......................     191             5
       Terminations, withdrawals and expense charges...     204            29

    Mid-Capitalization Subaccount:
       Variable annuity deposits.......................     148             6
       Terminations, withdrawals and expense charges...     425            13

    International Discovery Subaccount:
       Variable annuity deposits.......................      72             8
       Terminations, withdrawals and expense charges...     262             3

    Small Capitalization Subaccount:
       Variable annuity deposits.......................     135             7
       Terminations, withdrawals and expense charges...     325            14

    Colonial U.S. Stock Subaccount:
       Variable annuity deposits.......................     397             9
       Terminations, withdrawals and expense charges...      70           ---

    Colonial Strategic Income Subaccount:
       Variable annuity deposits.......................     350            14
       Terminations, withdrawals and expense charges...      54             1

    Newport Tiger Subaccount:
       Variable annuity deposits.......................      74           ---
       Terminations, withdrawals and expense charges...      23           ---

    Money Market Subaccount:
       Variable annuity deposits.......................     372            22
       Terminations, withdrawals and expense charges...     188            18

    Global Aggressive Bond Subaccount:
       Variable annuity deposits.......................      34            14
       Terminations, withdrawals and expense charges...       2             1

    Equity Income Subaccount:
       Variable annuity deposits.......................     660            53
       Terminations, withdrawals and expense charges...      96             1

    Social Awareness Subaccount:
       Variable annuity deposits.......................      22           ---
       Terminations, withdrawals and expense charges...       2           ---


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