SECURITY VARILIFE SEPARATE ACCOUNT SECURITY VARILIFE
N-30D, 2000-05-24
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<PAGE>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC


A MESSAGE FROM SECURITY BENEFIT

In 1999, Security Benefit Life Insurance Company had another year of outstanding
financial   results.   The  driving  forces  behind  our  tremendous   financial
performance were consumers'  demand for individual  retirement  products and the
extension of our money management and customer service competencies.

As consumers focus on their future,  they look to Security  Benefit as a partner
for developing  personal  retirement  strategies.  Our core  competencies--money
management  and  customer  service--are  very solid and the  cornerstone  of our
stronghold in the market segments.

SBG IS A CLEAR CHOICE

There are many  qualities  that make  partnering  with Security  Benefit a clear
choice:

*  variety of retirement products
*  cutting edge service
*  pool of flexible and responsive employees
*  rich heritage of innovation and creativity
*  a rock solid financial foundation
*  a strong risk management philosophy

However, if we were asked to capture what makes partnering with Security Benefit
a clear choice in one  sentence,  here's what we'd  say--Security  Benefit knows
Wall Street and Main Street.

Wall Street and Main Street are among the most  famous  streets in America,  but
they're  known  better for their  characteristics  rather  than their  location.
Everyone  knows that Wall  Street is in New York,  but Wall Street is more of an
adjective  today than it is a noun.  What are the  characteristics  of something
that's Wall Street-like? It's fast paced, risky and high stress.

Likewise, Main Street has become an adjective.  The characteristics of something
that's Main  Street-like are being friendly,  courteous,  relaxed,  and having a
real interest and concern for your neighbor.

Knowledge of both streets is one of our  competitive  advantages and it's why we
are positioned for strong growth in the future.

SBG KNOWS WALL STREET

Even though  Security  Benefit  operates out of  America's  Heartland in Topeka,
Kansas--the  exact  opposite of the Wall  Street-like  atmosphere--we  know Wall
Street because of our experience, technology and people.

EXPERIENCE.  We've  been in the  equities  business  for a long  time.  Security
Benefit was one of the first in the industry to introduce a variable annuity and
we were on the front end of the mutual fund  explosion.*  We're as interested in
the  return of  customers'  investments  as we are in the  return on  customers'
investments.

TECHNOLOGY.  In today's computer age, we receive  financial news and information
at the same time as any other Wall Street professional.  When that one important
announcement  comes across the wire, we receive the information in real time and
our money managers can react appropriately.

PEOPLE.  There's  an  abundance  of  investment  talent and  expertise  grown in
America's  breadbasket and Security Benefit  attracts its fair share.  Here, our
talent is moderately  insulated from the steady stream of Wall Street noise,  so
they can focus on what they do best--manage money.

SECURITY BENEFIT KNOWS MAIN STREET

In order to survive in the financial  services  industry  today,  you need to be
good at providing three things:

*  products with good performance
*  competitive product pricing
*  good customer service

But,  in order to thrive in the  industry,  you need to be great at one of those
things.

At  Security  Benefit,  we've  got  good  products  with  good  performance  and
competitively  priced.  But,  we've  made a  conscious  decision  to be great at
customer service.  In 1999,  Dalbar,  Inc.  recognized  Security Benefit for its
great customer service--again.

Where does our ability to provide  outstanding  service stem from? It stems from
everyone at Security Benefit having a deep knowledge of Main Street. Main Street
is  part  of  Americana.  Our  goal  is to  provide  customers  the  high-touch,
personalized service you receive when you enter an establishment on Main Street,
USA.

In the year 2000 and beyond,  we will  invest in  initiatives  that  enhance the
value we offer to customers and make  partnering  with Security  Benefit an even
clearer choice. Thanks for choosing Security Benefit in 1999.

*Variable annuities and mutual funds distributed by Security Distributors, Inc.

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

BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD AND CEO
Security Benefit Life Insurance Company
Topeka, Kansas

KRIS A. ROBBINS
PRESIDENT AND COO
Security Benefit Life Insurance Company
Topeka, 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
VICE CHAIRPERSON
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD AND CEO (Ret.)
Western Resources, Inc.
Topeka, 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 6,  2000 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, 2000.

For More Information Call 1-800-888-2461

This report is submitted only for the general  information of Varilife insurance
policyowners and is not authorized for distribution to the public.

Enclosed are December 1999  financial  reports for the variable  life  insurance
separate account.

www.securitybenefit.com
<PAGE>

                              FINANCIAL STATEMENTS

                       SECURITY VARILIFE SEPARATE ACCOUNT

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                      WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
                       Security Varilife Separate Account

                              Financial Statements


                  Years ended December 31, 1999, 1998 and 1997


                                    CONTENTS


                                                                            PAGE

Report of Independent Auditors..............................................  1

Audited Financial Statements

Balance Sheets..............................................................  2
Statements of Operations and Changes in Net Assets..........................  4
Notes to Financial Statements...............................................  7
<PAGE>
                         Report of Independent Auditors

The Contract Owners
Security Varilife Separate Account
          and
The Board of Directors
Security Benefit Life Insurance Company

We have  audited the  accompanying  individual  and combined  balance  sheets of
Security Varilife Separate Account (comprised of the individual series indicated
therein) as of December 31, 1999,  and the related  statements of operations and
changes  in net assets for each of the three  years in the  period  then  ended.
These  financial  statements  are the  responsibility  of Security  Benefit Life
Insurance Company's  management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999,
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
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
individual  series of Security  Varilife  Separate Account at December 31, 1999,
and the individual and combined results of their operations and changes in their
net assets for each of the three  years in the period  then ended in  conformity
with accounting principles generally accepted in the United States.

                                                               Ernst & Young LLP

February 4, 2000
<PAGE>
                       Security Varilife Separate Account

                                 Balance Sheets

                                December 31, 1999
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)

ASSETS

Investments:

   SBL Fund:

     Series A (Growth Series) - 62,985 shares at net
       asset value of $35.51 per share (cost, $1,961)..................   $2,237

     Series B (Growth-Income Series) - 13,016 shares at
       net asset value of $24.39 per share (cost, $377)................      317

     Series C (Money Market Series) - 22,366 shares at
       net asset value of $12.04 per share (cost, $274)................      269

     Series D (Worldwide Equity Series) - 54,044 shares
       at net asset value of $9.08 per share (cost, $370)..............      491

     Series E (High Grade Income Series) - 9,738 shares
       at net asset value of $10.55 per share (cost, $116).............      103

     Series J (Mid Cap Series) - 18,920 shares at net
       asset value of $30.15 per share (cost, $427)....................      570

     Series K (Global Strategic Income Series) - 4,609 shares
       at net asset value of $9.61 per share (cost, $46)...............       44

     Series M (Global Total Return Series) - 7,516 shares
       at net asset value of $13.09 per share (cost, $92)..............       98

     Series N (Managed Asset Allocation Series) - 3,602 shares
       at net asset value of $16.94 per share (cost, $53)..............       61

     Series O (Equity Income Series) - 22,332 shares at
       net asset value of $17.27 per share (cost, $378)................      386

     Series S (Social Awareness Series) - 1,892 shares
       at net asset value of $31.71 per share (cost, $49)..............       60
                                                                           -----
Combined assets........................................................   $4,636
                                                                           =====
<PAGE>
                                               NUMBER       UNIT
NET ASSETS                                    OF UNITS      VALUE
                                              -------------------
Net assets are represented by (NOTE 3):

   Growth Series:
     Accumulation units....................    84,314       $26.53       $2,237

   Growth-Income Series:
     Accumulation units....................    16,428        19.32          317

   Money Market Series:
     Accumulation units....................    22,166        12.15          269

   Worldwide Equity Series:
     Accumulation units....................    21,552        22.77          491

   High Grade Income Series:
     Accumulation units....................     8,119        12.65          103

   Mid Cap Series:
     Accumulation units....................    18,916        30.15          570

   Global Strategic Income Series:
     Accumulation units....................     3,365        13.16           44

   Global Total Return Series:
     Accumulation units....................     6,251        15.74           98

   Managed Asset Allocation Series:
     Accumulation units....................     3,471        17.58           61

   Equity Income Series:
     Accumulation units....................    20,152        19.14          386

   Social Awareness Series:
     Accumulation units....................     2,257        26.58           60
                                                                          -----
Combined net assets........................                              $4,636
                                                                          =====
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
                                                 Security Varilife Separate Account

                                         Statements of Operations and Changes in Net Assets

                                                    Year ended December 31, 1999
                                                           (IN THOUSANDS)

<CAPTION>
                                     GROWTH         GROWTH-            MONEY           WORLDWIDE         HIGH GRADE       MID CAP
                                     SERIES      INCOME SERIES     MARKET SERIES     EQUITY SERIES     INCOME SERIES      SERIES
                                     --------------------------------------------------------------------------------------------
<S>                                  <C>              <C>             <C>               <C>                 <C>            <C>
Dividend distributions.............  $   17           $  7            $   8              $---               $ 12           $---
Expenses (NOTE 2):
   Mortality and expense risk fee..     (20)            (3)              (1)               (3)                (1)            (3)
   Administrative fee and
     insurance costs...............    (185)           (48)             (16)              (33)                (9)           (35)
                                     --------------------------------------------------------------------------------------------
Net investment gain (loss).........    (188)           (44)              (9)              (36)                 2            (38)

Capital gain distributions.........      69            123              ---                51                ---             54

Realized gain (loss) on investments     159            (73)               1                21                 (1)            24

Unrealized appreciation
   (depreciation) on investments...     (72)           (53)              (4)              107                (15)           113
                                     --------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......     156             (3)              (3)              179                (16)           191
                                     --------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations     (32)           (47)             (12)              143                (14)           153

Net assets at beginning of year....   2,077            341               71               315                105            278

Variable account deposits
   (NOTES 2 AND 3).................     533            100              421               103                 18            211

Terminations and withdrawals
   (NOTES 2 AND 3).................    (341)           (77)            (211)              (70)               (6)            (72)
                                     --------------------------------------------------------------------------------------------
Net assets at end of year..........  $2,237           $317            $ 269              $491               $103           $570
                                     ============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                         GLOBAL                          MANAGED ASSET                        SOCIAL
                                       STRATEGIC        GLOBAL TOTAL      ALLOCATION          EQUITY         AWARENESS
                                     INCOME SERIES     RETURN SERIES        SERIES         INCOME SERIES      SERIES       COMBINED
                                     ----------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>               <C>             <C>          <C>
Dividend distributions.............      $---              $  4              $  2              $ 13            $---         $   63
Expenses (NOTE 2):
   Mortality and expense risk fee..       ---                (1)               (1)               (3)            ---            (36)
   Administrative fee and
     insurance costs...............        (1)               (5)               (6)              (18)             (4)          (360)
                                     ----------------------------------------------------------------------------------------------
Net investment gain (loss).........        (1)               (2)               (5)               (8)             (4)          (333)

Capital gain distributions.........       ---                 7               ---                22               1            327

Realized gain (loss) on investments       ---                 2                 5                26               2            166

Unrealized appreciation
   (depreciation) on investments...       ---                (1)               (2)              (50)              4             27
                                     ----------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......       ---                 8                 3                (2)              7            520
                                     ----------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations        (1)                6                (2)              (10)              3            187

Net assets at beginning of year....        35                82                39               371              29          3,743

Variable account deposits
   (NOTES 2 AND 3).................        10                21                29                89              28          1,563

Terminations and withdrawals
   (NOTES 2 AND 3).................       ---               (11)               (5)              (64)            ---           (857)
                                     ----------------------------------------------------------------------------------------------
Net assets at end of year..........      $ 44              $ 98              $ 61              $386            $ 60         $4,636
                                     ==============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
                                                 Security Varilife Separate Account

                                         Statements of Operations and Changes in Net Assets

                                                    Year ended December 31, 1998
                                                           (IN THOUSANDS)

<CAPTION>
                                     GROWTH         GROWTH-            MONEY           WORLDWIDE         HIGH GRADE       MID CAP
                                     SERIES      INCOME SERIES     MARKET SERIES     EQUITY SERIES     INCOME SERIES      SERIES
                                     --------------------------------------------------------------------------------------------
<S>                                  <C>              <C>             <C>                <C>                <C>            <C>
Dividend distributions.............  $    8           $  5            $   1              $  4               $  5           $  2
Expenses (NOTE 2):
   Mortality and expense risk fee..     (15)            (3)              (1)               (3)                (1)            (2)
   Administrative fee and
     insurance costs...............    (132)           (38)             (11)              (48)                (5)           (47)
                                     --------------------------------------------------------------------------------------------
Net investment gain (loss).........    (139)           (36)             (11)              (47)                (1)           (47)

Capital gain distributions.........     104             30              ---                21                  1             24


Realized gain on investments.......      59              7                2                 1                ---              8

Unrealized appreciation
   (depreciation) on investments...     215            (23)             ---                24                  1              6
                                     --------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......     378             14                2                46                  2             38
                                     --------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations     239            (22)              (9)               (1)                 1             (9)

Net assets at beginning of year....   1,320            278               46               227                 86            222

Variable account deposits
   (NOTES 2 AND 3).................     547            101              199               102                 20             83

Terminations and withdrawals
   (NOTES 2 AND 3).................     (29)           (16)            (165)              (13)                (2)           (18)
                                     --------------------------------------------------------------------------------------------
Net assets at end of year..........  $2,077           $341            $  71              $315               $105           $278
                                     ============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                         GLOBAL                          MANAGED ASSET                        SOCIAL
                                       STRATEGIC        GLOBAL TOTAL       ALLOCATION         EQUITY         AWARENESS
                                     INCOME SERIES     RETURN SERIES        SERIES         INCOME SERIES      SERIES        COMBINED
                                     -----------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>                <C>            <C>          <C>
Dividend distributions.............      $  3              $  2              $  1               $ 5            $---         $   36
Expenses (NOTE 2):
   Mortality and expense risk fee..       ---                (1)              ---                (3)            ---            (29)
   Administrative fee and
     insurance costs...............        (1)               (4)               (2)              (18)             (1)          (307)
                                     -----------------------------------------------------------------------------------------------
Net investment gain (loss).........         2                (3)               (1)              (16)             (1)          (300)

Capital gain distributions.........         1                 4               ---                12               1            198

Realized gain on investments.......       ---               ---                 1                17               1             96

Unrealized appreciation
   (depreciation) on investments...        (2)                4                 4                (2)              5            232
                                     -----------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......        (1)                8                 5                27               7            526
                                     -----------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations         1                 5                 4                11               6            226

Net assets at beginning of year....        24                57                31               302              24          2,617

Variable account deposits
   (NOTES 2 AND 3).................        12                20                 4                91               3          1,182

Terminations and withdrawals
   (NOTES 2 AND 3).................        (2)              ---               ---               (33)             (4)          (282)
                                     -----------------------------------------------------------------------------------------------
Net assets at end of year..........      $ 35              $ 82              $ 39              $371            $ 29         $3,743
                                     ===============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
                                                 Security Varilife Separate Account

                                         Statements of Operations and Changes in Net Assets

                                                    Year ended December 31, 1997
                                                           (IN THOUSANDS)

<CAPTION>
                                     GROWTH         GROWTH-            MONEY           WORLDWIDE         HIGH GRADE       MID CAP
                                     SERIES      INCOME SERIES     MARKET SERIES     EQUITY SERIES     INCOME SERIES      SERIES
                                     --------------------------------------------------------------------------------------------
<S>                                  <C>              <C>             <C>                <C>               <C>             <C>
Dividend distributions ............  $    5           $  5            $   3              $  4              $  5            $  1
Expenses (NOTE 2):
   Mortality and expense risk fee .      (7)            (2)             ---                (2)               (1)             (2)
   Administrative fee and
     insurance costs ..............     (77)           (21)             (10)              (28)               (5)            (31)
                                     --------------------------------------------------------------------------------------------
Net investment gain (loss) ........     (79)           (18)              (7)              (26)               (1)            (32)

Capital gain distributions ........      49             13              ---                10               ---               5


Realized gain (loss) on investments      43             11               (1)                8               ---              15

Unrealized appreciation
   (depreciation) on investments ..      89             10              ---               (13)                2              16
                                     --------------------------------------------------------------------------------------------
Net realized and unrealized gain
   (loss) on investments ..........     181             34               (1)                5                 2              36
                                     --------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations     102             16               (8)              (21)                1               4

Net assets at beginning of year ...     502            113               31               150                69             157

Variable account deposits
 (NOTES 2 AND 3) ..................     752            153              426               124                18             108

Terminations and withdrawals
   (NOTES 2 AND 3) ................     (36)            (4)            (403)              (26)               (2)            (47)
                                     --------------------------------------------------------------------------------------------
Net assets at end of year .........  $1,320           $278            $  46              $227              $ 86            $222
                                     ============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                         GLOBAL                          MANAGED ASSET                        SOCIAL
                                       STRATEGIC        GLOBAL TOTAL       ALLOCATION         EQUITY         AWARENESS
                                     INCOME SERIES     RETURN SERIES        SERIES         INCOME SERIES      SERIES        COMBINED
                                     -----------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>               <C>             <C>           <C>
Dividend distributions.............      $  2              $  1              $---              $  2            $---          $   28
Expenses (NOTE 2):
   Mortality and expense risk fee..       ---               ---               ---                (2)            ---             (16)
   Administrative fee and
     insurance costs...............        (1)               (3)               (1)              (13)             (1)           (191)
                                     -----------------------------------------------------------------------------------------------
Net investment gain (loss).........         1                (2)               (1)              (13)             (1)           (179)

Capital gain distributions.........         1                 1               ---                 3               1              83

Realized gain on investments.......       ---               ---               ---                 4             ---              80

Unrealized appreciation
   (depreciation) on investments...        (1)                1                 4                46               2             156
                                     -----------------------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......       ---                 2                 4                53               3             319
                                     -----------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets resulting from operations         1               ---                 3                40               2             140

Net assets at beginning of year....        13                36                23               141              12           1,247

Variable account deposits
   (NOTES 2 AND 3).................        10                21                 5               121              13           1,751

Terminations and withdrawals
   (NOTES 2 AND 3).................       ---               ---               ---               ---              (3)           (521)
                                     -----------------------------------------------------------------------------------------------
Net assets at end of year..........      $ 24              $ 57              $ 31              $302            $ 24          $2,617
                                     ===============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Varilife  Separate  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.  All
activity  in the account  relates to Security  Elite  Benefit,  a variable  life
product  sold by SBL.  Deposits  received by the Account are invested in the SBL
Fund, a mutual fund not  otherwise  available to the public.  As directed by the
owners, amounts deposited may be invested in shares of Series A (Growth Series -
emphasis on capital appreciation),  Series B (Growth-Income Series - emphasis on
capital appreciation with secondary emphasis on income),  Series C (Money Market
Series - emphasis on capital  preservation  while generating  interest  income),
Series D (Worldwide Equity Series - emphasis on long-term capital growth through
investment  in foreign and domestic  common  stocks and  equivalents),  Series E
(High  Grade  Income  Series -  emphasis  on current  income  with  security  of
principal), Series J (Mid Cap Series - emphasis on capital appreciation), Series
K (Global  Strategic  Income  Series -  emphasis  on high  current  income  with
secondary  emphasis  on capital  appreciation),  Series M (Global  Total  Return
Series - emphasis on high total return  consisting of capital  appreciation  and
current income),  Series N (Managed Asset  Allocation  Series - emphasis on high
level of total return), Series O (Equity Income Series - emphasis on substantial
dividend income and capital  appreciation) and Series S (Social Awareness Series
- - emphasis on capital  appreciation).  During 1999, the former  Emerging  Growth
Series,  Global  Aggressive Bond Series and Specialized  Asset Allocation Series
were renamed Mid Cap Series,  Global  Strategic  Income  Series and Global Total
Return Series, respectively.

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by 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.

SMC has engaged T. Rowe Price Associates,  Inc. to provide sub-advisory services
for the  Managed  Asset  Allocation  Series  and the  Equity  Income  Series and
Oppenheimer  Funds,  Inc. to provide  sub-advisory  services  for the  Worldwide
Equity Series.  Meridian Investment Management  Corporation (Meridian) served as
sub-advisor for the Global  Strategic  Income Series and the Global Total Return
Series until May 15, 1999 when Meridian was replaced by Wellington Management.

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 during the
years ended December 31 were as follows:

<TABLE>
<CAPTION>
                                             1999                         1998                         1997
                                   ------------------------     ------------------------     ------------------------
                                    COST OF       PROCEEDS       COST OF       PROCEEDS       COST OF       PROCEEDS
                                   PURCHASES     FROM SALES     PURCHASES     FROM SALES     PURCHASES     FROM SALES
                                   ------------------------     ------------------------     ------------------------
                                                                     (IN THOUSANDS)

<S>                                  <C>            <C>           <C>            <C>           <C>            <C>
Growth Series......................  $745           $672          $694           $211          $847           $161
Growth-Income Series...............   255            153           155             76           186             42
Money Market Series................   468            267           263            240           436            420
Worldwide Equity Series............   210            162           131             68           156             74
High Grade Income Series...........    44             30            25              7            24              9
Mid Cap Series.....................   326            171           147            105           127             93
Global Strategic Income Series.....    11              2            15              2            14              2
Global Total Return Series.........    39             24            26              5            24              4
Managed Asset Allocation Series....    32             13             5              2             5              1
Equity Income Series...............   134             95           109             55           128             17
Social Awareness Series............    30              5             4              5            17              7
</TABLE>

REINVESTMENT OF DIVIDENDS

Dividend and capital gain  distributions  paid by the mutual fund to the Account
are reinvested in additional shares of each respective  series.  Dividend income
and capital gain 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.

RECLASSIFICATIONS

Certain  amounts in the 1998  financial  statements  have been  reclassified  to
conform to the 1999 presentation.

USE OF 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 affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2. SECURITY VARILIFE SEPARATE ACCOUNT CONTRACT CHARGES

SBL deducts a daily administrative charge equal to an annual rate of .35% of the
average daily net assets of each account. Mortality and expense risks assumed by
SBL are  compensated  for by a fee  equivalent  to an annual rate of 0.9% of the
average daily net assets of each account.

A deduction  for cost of  insurance  and cost of any riders also is made monthly
and is equal to a current cost of insurance rate multiplied by the net amount at
risk under a policy at the beginning of the policy month. The net amount at risk
for these  purposes  is equal to the  amount  of death  benefit  payable  at the
beginning of the policy month divided by 1.0032737 less the accumulated value at
the  beginning of the month.  These charges  amounted to $347,000,  $297,000 and
$185,000 during 1999, 1998 and 1997, respectively.

When  applicable,  an amount for state and local  premium taxes is deducted from
each premium payment as provided by pertinent state law.

3. SUMMARY OF UNIT TRANSACTIONS
                                                                  UNITS
                                                          ----------------------
                                                          YEAR ENDED DECEMBER 31
                                                          1999     1998     1997
                                                          ----------------------
                                                              (IN THOUSANDS)
Growth Series:
   Account deposits....................................    21       25       40
   Terminations, withdrawals and expenses..............    21        7        6

Growth-Income Series:
   Account deposits....................................     5        5       10
   Terminations, withdrawals and expenses..............     6        3        2

Money Market Series:
   Account deposits....................................    35       17       38
   Terminations, withdrawals and expenses..............    19       15       37

Worldwide Equity Series:
   Account deposits....................................     6        7       10
   Terminations, withdrawals and expenses..............     5        4        4

High Grade Income Series:
   Account deposits....................................     1        2        2
   Terminations, withdrawals and expenses..............     1        1        1

Mid Cap Series:
   Account deposits....................................     9        5        7
   Terminations, withdrawals and expenses..............     4        4        5

Global Strategic Income Series:
   Account deposits....................................     1        1        1
   Terminations, withdrawals and expenses..............   ---      ---      ---

Global Total Return Series:
   Account deposits....................................     1        2        2
   Terminations, withdrawals and expenses..............     1      ---      ---

Managed Asset Allocation Series:
   Account deposits....................................     2      ---      ---
   Terminations, withdrawals and expenses..............     1      ---      ---

Equity Income Series:
   Account deposits....................................     5        5        8
   Terminations, withdrawals and expenses..............     4        3        1

Social Awareness Series:
   Account deposits....................................     1      ---        1
   Terminations, withdrawals and expenses..............   ---      ---      ---


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