Prospectus ADVANCEDESIGNS VARIABLE ANNUITY. May 1, Important Privacy Notice Included. See Back Cover

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1 Prospectus May 1, 2009 ADVANCEDESIGNS VARIABLE ANNUITY Important Privacy Notice Included See Back Cover Variable annuity contracts issued by Security Benefit Life Insurance Company and offered by Security Distributors, Inc /05/01

2 AdvanceDesigns Variable Annuity AdvanceDesigns Variable Annuity (New York) SecureDesigns Variable Annuity SecureDesigns Variable Annuity (New York) SECURITY BENEFIT LIFE INSURANCE COMPANY SBL VARIABLE ANNUITY ACCOUNT XIV FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK VARIABLE ANNUITY ACCOUNT B Supplement Dated April 12, 2010 To Prospectus Dated May 1, 2009 Important Information about Rydex VT Multi-Cap Core Equity This Supplement updates certain information in the Prospectus. Please read this Supplement carefully and retain it for future use. The purpose of this Supplement is to advise you of the liquidation of the Rydex VT Multi-Cap Core Equity fund (referred to herein as the Fund ), which underlies a Subaccount. The Fund will be liquidated on or about April 23, Effective as of April 23, 2010, the Rydex VT Multi-Cap Core Equity Subaccount (referred to herein as the Subaccount ) will no longer be available. Effective April 23, 2010, the Fund will no longer accept new investments or additional investments from existing Contract Owners except through reinvestment of dividends. As a result of the liquidation of the Fund, if you have allocated Contract Value to the Subaccount, you may want to consider transferring your Contract Value to one of the other available Subaccounts prior to April 23, If no such transfer is made by close of business on April 23, 2010, your Contract Value allocated to the Subaccount will be reallocated to the SBL Money Market Subaccount. If you have selected the Subaccount as part of a Dollar Cost Averaging, Asset Allocation or Rebalancing Program and you do not contact us to change your allocations, future transactions that would have been allocated to the Subaccount will be allocated to the SBL Money Market Subaccount. Below is a summary of the Subaccounts available under the Contract. There can be no assurance that any of the Underlying Funds will achieve its objective. More detailed information is contained in the prospectuses of the Underlying Funds, including information on the risks associated with the investments and investment techniques. More detailed information regarding the investment objectives, restrictions and risks, expenses paid by the Underlying Funds, and other relevant information may be found in the respective Underlying Fund prospectus. Prospectuses for the Underlying Funds should be read in conjunction with this Prospectus /04/12

3 Underlying Funds Available in BOTH AdvanceDesigns and SecureDesigns Contracts: Underlying Fund Share Class (if applicable) Investment Objective Investment Adviser AIM V.I. Basic Value Fund Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. AIM V.I. Capital Development AIM V.I. Global Health Care Fund AIM V.I. Global Real Estate Fund AIM V.I. International Growth Fund Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series I Capital growth Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series I High total return through growth of capital and current income. Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. 2

4 Underlying Fund AIM V.I. Mid Cap Core Equity Fund American Century VP Mid Cap Value Fund American Century VP Ultra Fund American Century VP Value Fund Dreyfus IP Technology Growth Portfolio Dreyfus VIF International Value Portfolio Share Class (if applicable) Investment Objective Investment Adviser Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Class II Seeks long-term growth with income as a secondary objective. American Century Investment Management, Inc Main Street Kansas City, MO Class II Long-term capital growth American Century Investment Management, Inc Main Street Kansas City, MO Class II Seeks long-term capital growth with income as a secondary objective American Century Investment Management, Inc Main Street Kansas City, MO Service Capital appreciation The Dreyfus Corporation 200 Park Avenue New York, NY Service Long-term capital growth The Dreyfus Corporation 200 Park Avenue New York, NY Franklin Income Securities Class II Maximize income while maintaining prospects for capital appreciation. Franklin Small Cap Value Securities Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA Class II Long-term total return Franklin Advisory Services, LLC One Parker Plaza, Ninth Floor Fort Lee, NJ Janus Aspen Enterprise Service Seeks long-term growth of capital Janus Capital Management LLC 151 Detroit Street Denver, CO Janus Aspen Janus Portfolio Legg Mason ClearBridge Variable Aggressive Growth Service Seeks long-term growth of capital Janus Capital Management LLC 151 Detroit Street Denver, CO Class II Seeks capital appreciation Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY ClearBridge Advisors, LLC 620 Eighth Ave. New York, NY (Sub-Adviser) 3

5 Underlying Fund Legg Mason Western Asset Variable Global High Yield Bond Fund Legg Mason ClearBridge Variable Small Cap Growth MFS VIT Research International Share Class (if applicable) Investment Objective Class II Seeks to maximize total return, consistent with the preservation of capital. Investment Adviser Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY Western Asset Management Company 385 East Colorado Boulevard Pasadena, CA (Sub-Adviser) Western Asset Management Company Limited 10 Exchange Square Primrose Street London EC2A 2EN (Sub-Adviser) Class I Seeks long-term growth of capital Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY ClearBridge Advisors, LLC 620 Eighth Ave. New York, NY (Sub-Adviser) Service To seek capital appreciation Massachusetts Financial Services Company 500 Boylston Street Boston, MA MFS VIT Total Return Service To seek total return Massachusetts Financial Services Company 500 Boylston Street Boston, MA MFS VIT Utilities Service To seek total return Massachusetts Financial Services Company 500 Boylston Street Boston, MA Mutual Global Discovery Securities Neuberger Berman AMT Socially Responsive Oppenheimer Core Bond Fund/VA Class II Capital appreciation Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ Class S Service Long-term growth of capital by investing primarily in securities of companies that meet the Fund's financial criteria and social policy. The Fund seeks a high level of current income as its primary goal. As a secondary goal, the Fund seeks capital appreciation when consistent with its goal of high current income. The Fund invests mainly in investment grade debt securities. Franklin Templeton Investment Management Limited The Adelphi Building 1-11 John Adam Street London WC2N 6HT (Sub-Adviser) Neuberger Berman Management LLC 605 Third Avenue, 2nd Floor New York, NY Neuberger Berman, LLC 605 Third Avenue, 2nd Floor New York, NY OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street, 11th Floor New York, NY

6 Underlying Fund Oppenheimer Main Street Small Cap Fund /VA PIMCO VIT All Asset Portfolio PIMCO VIT Commodity RealReturn Strategy PIMCO VIT Emerging Markets Bond PIMCO VIT Foreign Bond (U.S. Dollar Hedged) PIMCO VIT Low Duration Portfolio PIMCO VIT Real Return Portfolio Royce Capital Fund-- Micro-Cap Portfolio Rydex VT All-Cap Opportunity Rydex VT All Asset Aggressive Strategy Rydex VT All Asset Conservative Strategy Rydex VT All Asset Moderate Strategy Rydex VT Multi-Hedge Strategies SBL Fund Series A (SBL Equity) Share Class (if applicable) Investment Objective Service This Fund invests in a welldiversified mix of smaller company stocks for capital appreciation potential. Administrative Maximum real return consistent with preservation of real capital and prudent investment management. Administrative Maximum real return consistent with prudent investment management. Advisor Seeks maximum total return, consistent with preservation of capital and prudent investment management. Administrative Maximum total return, consistent with preservation of capital and prudent investment management. Administrative Seeks maximum total return consistent with preservation of capital and prudent investment management. Administrative Maximum real return consistent with preservation of real capital and prudent investment management. Investment Adviser OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street, 11th Floor New York, NY Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Investment Long-term growth of capital Royce & Associates, LLC 745 Fifth Avenue, Suite 2400 New York, NY Long-term capital appreciation The All Asset Aggressive Fund s objective is to primarily seek growth of capital. The All Asset Conservative Fund s objective is to primarily seek preservation of capital and, secondarily, to seek long-term growth of capital. The All Asset Moderate Fund s objective is to primarily seek growth of capital and, secondarily, to seek preservation of capital. Seeks to provide capital appreciation consistent with the return and risk characteristics of the hedge fund universe. Long-term growth of capital Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD

7 Underlying Fund SBL Fund Series B (SBL Large Cap Value) SBL Fund Series C (SBL Money Market) SBL Fund Series D (SBL Global) SBL Fund Series E (SBL U.S. Intermediate Bond) SBL Fund Series H (SBL Enhanced Index) SBL Fund Series J (SBL Mid Cap Growth) SBL Fund Series N (SBL Managed Asset Allocation) SBL Fund Series O (SBL All Cap Value) SBL Fund Series P (SBL High Yield) SBL Fund Series Q (SBL Small Cap Value) Share Class (if applicable) Investment Objective Long-term growth of capital As high a level of current income as is consistent with preservation of capital by investing in money market securities with varying maturities. Long-term growth of capital Current income Outperform S&P 500 Index Capital appreciation High level of total return Substantial dividend income and capital appreciation. High current income and capital appreciation as a secondary objective. Capital growth Investment Adviser Security Global Investors, LLC 801 Montgomery St., 2nd Floor San Francisco, CA (Sub-Adviser) Northern Trust Investments, N.A. 50 LaSalle Street Chicago, IL T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD

8 Underlying Fund SBL Fund Series V (SBL Mid Cap Value) SBL Fund Series X (SBL Small Cap Growth) SBL Fund Series Y (SBL Select 25) SBL Fund Series Z (SBL Alpha Opportunity) Share Class (if applicable) Investment Objective Long-term growth of capital Long-term growth of capital Long-term growth of capital Long-term growth of capital Van Kampen LIT Comstock Class II Capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. Van Kampen LIT Government Van Kampen UIF Emerging Markets Equity Portfolio Van Kampen UIF Equity and Income Portfolio Class II Class II Class II High current return consistent with preservation of capital. Seeks long-term capital appreciation. Capital appreciation and current income. Investment Adviser Security Global Investors, LLC 801 Montgomery St., 2nd Floor San Francisco, CA (Sub-Adviser) Mainstream Investment Advisers, LLC 101 West Spring Street, Suite 401 New Albany, IN Van Kampen Asset Management 522 Fifth Ave. New York, NY Van Kampen Asset Management 522 Fifth Ave. New York, NY Morgan Stanley Investment Management Inc. 522 Fifth Ave. New York, NY Morgan Stanley Investment Management Inc. 522 Fifth Ave. New York, NY Underlying Funds Available in SecureDesigns Contracts ONLY: Underlying Fund Share Class (if applicable) Investment Objective Investment Adviser Dent Strategic Portfolio Long-term growth of capital HS Dent Investment Management LLC Amberly Drive, Suite 165 Tampa, FL Franklin Templeton VIP Founding Funds Allocation Class 4 Seeks capital appreciation, with income as a secondary goal Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA

9 Underlying Fund RVT CLS AdvisorOne Amerigo Fund RVT CLS AdvisorOne Clermont Fund Rydex VT Alternative Strategies Allocation Rydex VT International Opportunity Rydex VT Managed Futures Strategy Share Class (if applicable) Investment Objective Long-term growth of capital without regard to current income Current income and growth of capital Investment returns with a low correlation to the returns of traditional stocks and bonds. Long-term capital appreciation Seeks to provide investment results that match the performance of the Standard & Poor s Diversified Trends Indicator. Investment Adviser Rydex Investments 9601 Blackwell Rd., Suite 500 Rockville, MD CLS Investment Firm, LLC 4020 South 147th Street Omaha, NE Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD CLS Investment Firm, LLC 4020 South 147th St. Omaha, NE Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Please Retain This Supplement For Future Reference 8

10 AdvanceDesigns Variable Annuity AdvisorDesigns Variable Annuity AEA Valuebuilder Variable Annuity EliteDesigns Variable Annuity NEA Valuebuilder Variable Annuity NEA Valuebuilder Retirement Income Director Variable Annuity Scarborough Variable Annuity SecureDesigns Variable Annuity Security Benefit Advisor Variable Annuity Variflex Variable Annuity Variflex LS Variable Annuity T. Rowe Price Immediate Variable Annuity T. Rowe Price Variable Annuity SECURITY BENEFIT LIFE INSURANCE COMPANY SBL VARIABLE ANNUITY ACCOUNT VIII SBL VARIABLE ANNUITY ACCOUNT XI SBL VARIABLE ANNUITY ACCOUNT XIV T. ROWE PRICE VARIABLE ANNUITY ACCOUNT VARIFLEX SEPARATE ACCOUNT SUPPLEMENT DATED APRIL 9, 2010 TO THE PROSPECTUSES DATED MAY 1, 2009 In February 2010 (or later, if you purchased your Contract after that date), you received a supplement to your Prospectus describing a proposed transaction affecting Security Benefit Life Insurance Company ( SBL ), Security Benefit Corporation ( SBC ), and Security Benefit Mutual Holding Company ( SBMHC ). SBC is the direct parent company of SBL and SBMHC is the parent company of SBC and the ultimate parent company of SBL. The earlier supplement accompanies this supplement for your reference. In connection with the proposed demutualization of SBMHC described in the earlier supplement, SBMHC is providing its eligible members a Member Information Booklet, which is a detailed information statement regarding the proposed purchase of SBC and demutualization of SBMHC (the Transaction ). You may obtain the complete Member Information Booklet by visiting our website at or by contacting us at Among other things, the Member Information Booklet notes a number of factors that relate to the decision by SBMHC s board of directors (the Board ) to recommend the Transaction to its members. Reasons for the Transaction. Over the past two years, SBMHC s management and the Board considered a variety of strategic initiatives aimed at (i) better assuring that SBL s policy obligations will be met, (ii) raising significant amounts of new capital, (iii) increasing liquidity at SBL; and (iv) obtaining an investment grade financial strength rating from the various rating agencies. After exploring a number of different options, the Board concluded that the Transaction is in the best interests of SBL and its policyholders as it is expected to provide SBL with a significantly improved financial condition by permitting SBL to operate with a stronger capital position, better prospects, and higher financial ratings and, therefore, greater assurance that SBL will fulfill its obligations to its policyholders. In particular, SBL has already received $175 million of new capital in connection with the Transaction, and approximately $175 million more is expected to be contributed to SBL s capital if the Transaction is consummated. The Board s initiatives were prompted by the deterioration of SBL s capital and surplus position in 2008 and 2009 due to, among other things, realized and unrealized losses on collateralized debt obligations and other investments. These losses, when combined with the impacts of lower equity markets on revenues and increased reserve requirements, resulted in a significant decline in SBL s capital and surplus of more than 50% since the middle of Moreover, in February 2009, SBL experienced downgrades in its financial strength rating, and in June 2009, SBL s financial strength rating was placed on credit watch negative. As a result of these events, SBMHC has entered into the proposed Transaction to improve SBL s financial condition, to better assure that its obligations to its policyholders will continue to be met and to mitigate regulatory concerns /04/09

11 Risk Considerations. Financial Condition. If the Transaction does not occur, then, among other things: SBL would not receive the approximately $175 million of additional capital that the Transaction would provide; Due to the occurrence of other events that may happen if the Transaction is not consummated, SBL might (and in certain circumstances likely would) need to take certain accounting write downs and increase its reserves, which would reduce its capital, perhaps significantly; and SBL s financial strength ratings would likely be further downgraded, which would likely increase surrender activity, which, particularly if substantial and occurring in a short timeframe, could have a material adverse affect on SBL s liquidity, financial condition, results of operations, and prospects. A ratings downgrade could also adversely affect SBC s other businesses, which might compound these risks. Regulatory Action. Over the past year, the Commissioner of Insurance of the State of Kansas has been closely monitoring SBL s financial condition and efforts to secure additional capital to determine whether regulatory action is warranted or required. In the event that the Transaction is not consummated, the Commissioner might take regulatory action that could range from, at a minimum, requiring SBL to submit a risk based capital plan to, at a maximum, placing SBL in receivership, and such other action as the Commissioner deems appropriate. If the Commissioner institutes regulatory proceedings, there can be no assurance that policyholders would be paid in full or on time with respect to any policy obligations that are backed by SBL s general account, such as amounts allocated to the Fixed Account and guarantees that exceed Contract Value (e.g., guarantees associated with the guaranteed death benefit, guaranteed minimum withdrawal benefit rider, and guaranteed minimum income benefit rider). In addition, the commissioner of insurance in any state in which SBL conducts business may force SBL to stop issuing new policies or writing new contracts in that state. Such action by one commissioner could lead to similar actions by other commissioners and have a material adverse effect on SBL s business, financial condition, and results of operations. For example, even if the Transaction is completed, to the extent that any commissioner deems certain intercompany notes between SBL and SBC to be inadmissible assets, such commissioner may conclude that SBL s financial condition is inadequate and, as a result, require that SBL stop writing business within that commissioner s jurisdiction; however, SBMHC believes such action is much less likely if the Transaction is consummated than if it is not consummated. If the Transaction does not occur, SBMHC will seek other capital raising or restructuring alternatives; however, based on its previous efforts, SBMHC believes it is unlikely that it would be able to enter into an alternative transaction that would provide a sufficient amount of capital on a timely basis to ensure that SBL will be able to meet its financial obligations to policyholders for the longer term. Impact on Policy Obligations. The amounts that SBL is obligated to pay from its general account are subject to its financial strength and claims-paying ability. In contrast, the Contract Value that you allocate to the Subaccounts is part of the assets of the Separate Account, which is segregated and cannot be charged with liabilities arising from any other business that SBL may conduct. * * * This supplement should be retained with your Prospectus for future reference. 2

12 AdvanceDesigns Variable Annuity AdvanceDesigns Variable Annuity (New York) AdvisorDesigns Variable Annuity AdvisorDesigns Variable Annuity (New York) AEA Valuebuilder Variable Annuity EliteDesigns Variable Annuity EliteDesigns Variable Annuity (New York) NEA Valuebuilder Variable Annuity NEA Valuebuilder Retirement Income Director Variable Annuity Scarborough Variable Annuity SecureDesigns Variable Annuity SecureDesigns Variable Annuity (New York) Security Benefit Advisor Variable Annuity Variflex Variable Annuity Variflex LS Variable Annuity T. Rowe Price Immediate Variable Annuity T. Rowe Price Variable Annuity T. Rowe Price Variable Annuity (New York) SECURITY BENEFIT LIFE INSURANCE COMPANY SBL VARIABLE ANNUITY ACCOUNT VIII SBL VARIABLE ANNUITY ACCOUNT XI SBL VARIABLE ANNUITY ACCOUNT XIV T. ROWE PRICE VARIABLE ANNUITY ACCOUNT VARIFLEX SEPARATE ACCOUNT FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK VARIABLE ANNUITY ACCOUNT A VARIABLE ANNUITY ACCOUNT B T. ROWE PRICE VARIABLE ANNUITY ACCOUNT OF FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK SUPPLEMENT DATED MARCH 4, 2010 TO THE PROSPECTUSES DATED MAY 1, 2009 This supplement describes a proposed transaction affecting Security Benefit Life Insurance Company ( SBL ) and First Security Benefit Life Insurance and Annuity Company of New York ( FSBL ), Security Benefit Corporation ( SBC ), which is the direct parent company of SBL and FSBL, and Security Benefit Mutual Holding Company ( SBMHC ), which is the parent company of SBC and the ultimate parent company of SBL and FSBL. Purchase Transaction. On February 15, 2010, SBMHC and certain affiliates entered into definitive agreements with an investor group led by Guggenheim Partners, LLC, which is a global, independent, privately-held, diversified financial services firm with more than $100 billion in assets under supervision. Pursuant to this agreement, a special purpose vehicle owned by the investor group and managed by an affiliate of Guggenheim Partners LLC (the Investors ) would receive a 100% ownership stake in SBC and consequently acquire control of SBL and FSBL in a proposed purchase transaction ( Purchase Transaction ). The Purchase Transaction s closing is expected to take place on or about May 31, 2010, although it is subject to various conditions, including regulatory approvals, and may be delayed or even terminated due to unforeseen circumstances. After the Purchase Transaction s closing, SBL and FSBL would each remain a direct wholly-owned subsidiary of SBC, and SBC would become a direct wholly-owned subsidiary of the Investors. Demutualization. As of the date of this supplement, all SBL contract owners hold membership interests in SBMHC, a mutual holding company. The Purchase Transaction, if effected, would be accompanied by the demutualization of SBMHC, pursuant to which eligible SBL contract owners would receive, subject to certain creditor claims that might be made against SBMHC, cash payments or policy credits (depending on their specific circumstances) in connection /03/04

13 with the extinguishment of their SBMHC membership interests. The amount of such cash payment or policy credit is expected to be up to approximately $100 per SBL contract owner. Upon funding for or distribution of the cash payments or policy credits to its members, SBMHC would be liquidated as part of the demutualization. Completion of the demutualization is a condition to closing of the Purchase Transaction. The Purchase Transaction has been approved by the SBMHC Board of Directors and is subject to regulatory approval and approval by eligible SBL contract owners to the extent required by applicable law. The SBMHC Board has approved the submission of a draft plan of demutualization to the Kansas Insurance Department for review and comment in accordance with the insurance laws of the State of Kansas and is expected to approve a final plan of demutualization promptly following review and comment by the Department. Owners of SBL contracts entitled to vote on the demutualization will then receive an information statement regarding the transaction and notice of a hearing on the demutualization to be conducted by the Commissioner of Insurance of the State of Kansas. Such contract owners will be requested to vote on the demutualization either in person or by proxy. Eligibility. Under Kansas law, owners of SBL contracts that are in force on the date that the plan of demutualization associated with the Purchase Transaction is adopted by SBMHC s Board of Directors will generally be eligible to vote on the demutualization and to receive consideration in the demutualization. In the case of SBL s group contracts, generally it is the owner of the contract who holds the membership interest in SBMHC. Therefore, participants under SBL s group contracts, including participants who hold a certificate under a group contract, are not members of SBMHC and thus are not eligible to vote on the demutualization or receive any direct consideration in the demutualization. However, to the extent that a group contract receives consideration in the form of a policy credit, such credit will be allocated to individual participant accounts in the group. In addition, eligible SBL contract owners whose contracts were issued in connection with a qualified plan may not receive a cash payment or policy credit in connection with the demutualization if SBMHC and SBL do not timely receive from the Department of Labor and Internal Revenue Service certain rulings to avoid potential adverse tax consequences to those contract owners. SBMHC expects to effect the demutualization and extinguish the membership interests even if it does not yet have the desired rulings and SBL will hold in trust any amounts due those contract owners. If the rulings have not been received by December 31, 2010 (or such later date as may be required by the Commissioner of Insurance of the State of Kansas), the amounts will be retained in the general account of SBL and will not be paid. FSBL contract owners do not hold membership interests in SBMHC, and thus are not eligible to vote on the demutualization or receive consideration in the demutualization. Impact of Demutualization. The demutualization would not result in any changes to the terms of the contracts issued by SBL or FSBL. For example, the demutualization would not affect your contract premiums, and it would not reduce your contract benefits. All premiums and contract benefits would continue to be governed by the terms of your contract and by applicable law. * * * This supplement should be retained with your Prospectus for future reference. If you have any questions, please contact or your registered representative. 2

14 AdvanceDesigns Variable Annuity SecureDesigns Variable Annuity Issued by: Security Benefit Life Insurance Company Topeka, Kansas Supplement Dated February 26, 2010, To Prospectus Dated May 1, 2009 Important Information about Janus Aspen INTECH Risk-Managed Core Portfolio This Supplement updates certain information in the Prospectus. Please read this Supplement carefully and retain it for future use. The purpose of this Supplement is to advise you of the impending liquidation of the Janus Aspen INTECH Risk-Managed Core Portfolio fund (referred to herein as the Fund ), which underlies a Subaccount. The Fund will be liquidated on or about April 30, Effective as of April 30, 2010, the Janus Aspen INTECH Risk-Managed Core Portfolio Subaccount (referred to herein as the Subaccount ) will no longer be available. Effective April 28, 2010, the Fund will no longer accept most new investments or additional investments from existing Contract Owners except through reinvestment of dividends. As a result of the liquidation of the Fund, if you have allocated Contract Value to the Subaccount, you may want to consider transferring your Contract Value to one of the other available Subaccounts prior to April 30, If no such transfer is made by close of business on April 30, 2010, your Contract Value allocated to the Subaccount will be reallocated to the SBL Money Market Subaccount. If you have selected the Subaccount as part of a Dollar Cost Averaging, Asset Allocation or Rebalancing Program and you do not contact us to change your allocations, future transactions that would have been allocated to the Subaccount will be allocated to the SBL Money Market Subaccount. Effective April 28, 2010, no new Purchase Payments may be allocated to the Subaccount and transfers of existing Contract Value may not be made into the Subaccount. As noted above, this includes transfers pursuant to the Dollar Cost Averaging, Asset Allocation, or Rebalancing Programs. Below is a summary of the Subaccounts available under the Contract. There can be no assurance that any of the Underlying Funds will achieve its objective. More detailed information is contained in the prospectuses of the Underlying Funds, including information on the risks associated with the investments and investment techniques. More detailed information regarding the investment objectives, restrictions and risks, expenses paid by the Underlying Funds, and other relevant information may be found in the respective Underlying Fund prospectus. Prospectuses for the Underlying Funds should be read in conjunction with this Prospectus. Underlying Funds Available in BOTH AdvanceDesigns and SecureDesigns Contracts: Underlying Fund AIM V.I. Basic Value Fund Share Class (if applicable) Investment Objective Investment Adviser Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited /02/26

15 Underlying Fund AIM V.I. Capital Development AIM V.I. Global Health Care Fund AIM V.I. Global Real Estate Fund AIM V.I. International Growth Fund AIM V.I. Mid Cap Core Equity Fund American Century VP Mid Cap Value Fund Share Class (if applicable) Investment Objective Investment Adviser Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series I Capital growth Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series I High total return through growth of capital and current income. Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Series II Long-term growth of capital Sub-adviser(s): AIM Funds Management Inc. (AIM Funds Management Inc. anticipates changing its name to Invesco Trimark Investment Management Inc. on or prior to December 31, 2008); Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited. Class II Seeks long-term growth with income as a secondary objective. American Century Investment Management, Inc Main Street Kansas City, MO

16 Underlying Fund American Century VP Ultra Fund American Century VP Value Fund Dreyfus IP Technology Growth Portfolio Dreyfus VIF International Value Portfolio Franklin Income Securities Franklin Small Cap Value Securities Share Class (if applicable) Investment Objective Investment Adviser Class II Long-term capital growth American Century Investment Management, Inc Main Street Kansas City, MO Class II Seeks long-term capital growth with income as a secondary objective American Century Investment Management, Inc Main Street Kansas City, MO Service Capital appreciation The Dreyfus Corporation 200 Park Avenue New York, NY Service Long-term capital growth The Dreyfus Corporation 200 Park Avenue New York, NY Class II Maximize income while maintaining prospects for capital appreciation. Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA Class II Long-term total return Franklin Advisory Services, LLC One Parker Plaza, Ninth Floor Fort Lee, NJ Janus Aspen Enterprise Service Seeks long-term growth of capital Janus Capital Management LLC 151 Detroit Street Denver, CO Janus Aspen Janus Portfolio Legg Mason ClearBridge Variable Aggressive Growth Legg Mason Western Asset Variable Global High Yield Bond Fund Legg Mason ClearBridge Variable Small Cap Growth MFS VIT Research International Service Seeks long-term growth of capital Janus Capital Management LLC 151 Detroit Street Denver, CO Class II Seeks capital appreciation Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY Class II Seeks to maximize total return, consistent with the preservation of capital. ClearBridge Advisors, LLC 620 Eighth Ave. New York, NY (Sub-Adviser) Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY Western Asset Management Company 385 East Colorado Boulevard Pasadena, CA (Sub-Adviser) Western Asset Management Company Limited 10 Exchange Square Primrose Street London EC2A 2EN (Sub-Adviser) Class I Seeks long-term growth of capital Legg Mason Partners Fund Advisor, LLC 620 Eighth Ave. New York, NY ClearBridge Advisors, LLC 620 Eighth Ave. New York, NY (Sub-Adviser) Service To seek capital appreciation Massachusetts Financial Services Company 500 Boylston Street Boston, MA

17 Underlying Fund Share Class (if applicable) Investment Objective Investment Adviser MFS VIT Total Return Service To seek total return Massachusetts Financial Services Company 500 Boylston Street Boston, MA MFS VIT Utilities Service To seek total return Massachusetts Financial Services Company 500 Boylston Street Boston, MA Mutual Global Discovery Securities Neuberger Berman AMT Socially Responsive Oppenheimer Core Bond Fund/VA Oppenheimer Main Street Small Cap Fund /VA PIMCO VIT All Asset Portfolio PIMCO VIT Commodity RealReturn Strategy PIMCO VIT Emerging Markets Bond PIMCO VIT Foreign Bond (U.S. Dollar Hedged) PIMCO VIT Low Duration Portfolio Class II Capital appreciation Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ Class S Service Service Long-term growth of capital by investing primarily in securities of companies that meet the Fund's financial criteria and social policy. The Fund seeks a high level of current income as its primary goal. As a secondary goal, the Fund seeks capital appreciation when consistent with its goal of high current income. The Fund invests mainly in investment grade debt securities. This Fund invests in a welldiversified mix of smaller company stocks for capital appreciation potential. Administrative Maximum real return consistent with preservation of real capital and prudent investment management. Administrative Maximum real return consistent with prudent investment management. Advisor Seeks maximum total return, consistent with preservation of capital and prudent investment management. Administrative Maximum total return, consistent with preservation of capital and prudent investment management. Administrative Seeks maximum total return consistent with preservation of capital and prudent investment management. Franklin Templeton Investment Management Limited The Adelphi Building 1-11 John Adam Street London WC2N 6HT (Sub-Adviser) Neuberger Berman Management LLC 605 Third Avenue, 2nd Floor New York, NY Neuberger Berman, LLC 605 Third Avenue, 2nd Floor New York, NY OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street, 11th Floor New York, NY OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street, 11th Floor New York, NY Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA

18 Underlying Fund PIMCO VIT Real Return Portfolio Royce Capital Fund-- Micro-Cap Portfolio Rydex VT All-Cap Opportunity Rydex VT All Asset Aggressive Strategy Rydex VT All Asset Conservative Strategy Rydex VT All Asset Moderate Strategy Rydex VT Multi-Cap Core Equity Rydex VT Multi-Hedge Strategies SBL Fund Series A (SBL Equity) SBL Fund Series B (SBL Large Cap Value) SBL Fund Series C (SBL Money Market) SBL Fund Series D (SBL Global) SBL Fund Series E (SBL U.S. Intermediate Bond) Share Class (if applicable) Investment Objective Administrative Maximum real return consistent with preservation of real capital and prudent investment management. Investment Adviser Pacific Investment Management Company LLC 840 Newport Center Drive, Suite 100 Newport Beach, CA Investment Long-term growth of capital Royce & Associates, LLC 745 Fifth Avenue, Suite 2400 New York, NY Long-term capital appreciation The All Asset Aggressive Fund s objective is to primarily seek growth of capital. The All Asset Conservative Fund s objective is to primarily seek preservation of capital and, secondarily, to seek long-term growth of capital. The All Asset Moderate Fund s objective is to primarily seek growth of capital and, secondarily, to seek preservation of capital. Long-term capital appreciation Seeks to provide capital appreciation consistent with the return and risk characteristics of the hedge fund universe. Long-term growth of capital Long-term growth of capital As high a level of current income as is consistent with preservation of capital by investing in money market securities with varying maturities. Long-term growth of capital Current income Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Security Global Investors, LLC 801 Montgomery St., 2nd Floor San Francisco, CA (Sub-Adviser) 5

19 Underlying Fund SBL Fund Series H (SBL Enhanced Index) SBL Fund Series J (SBL Mid Cap Growth) SBL Fund Series N (SBL Managed Asset Allocation) SBL Fund Series O (SBL All Cap Value) SBL Fund Series P (SBL High Yield) SBL Fund Series Q (SBL Small Cap Value) SBL Fund Series V (SBL Mid Cap Value) SBL Fund Series X (SBL Small Cap Growth) SBL Fund Series Y (SBL Select 25) Share Class (if applicable) Investment Objective Outperform S&P 500 Index Capital appreciation High level of total return Substantial dividend income and capital appreciation. High current income and capital appreciation as a secondary objective. Capital growth Long-term growth of capital Long-term growth of capital Long-term growth of capital Investment Adviser Northern Trust Investments, N.A. 50 LaSalle Street Chicago, IL T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD

20 Underlying Fund SBL Fund Series Z (SBL Alpha Opportunity) Van Kampen LIT Comstock Van Kampen LIT Government Van Kampen UIF Emerging Markets Equity Portfolio Van Kampen UIF Equity and Income Portfolio Share Class (if applicable) Investment Objective Class II Class II Class II Class II Long-term growth of capital Capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. High current return consistent with preservation of capital. Seeks long-term capital appreciation. Capital appreciation and current income. Investment Adviser Security Global Investors, LLC 801 Montgomery St., 2nd Floor San Francisco, CA (Sub-Adviser) Mainstream Investment Advisers, LLC 101 West Spring Street, Suite 401 New Albany, IN Van Kampen Asset Management 522 Fifth Ave. New York, NY Van Kampen Asset Management 522 Fifth Ave. New York, NY Morgan Stanley Investment Management Inc. 522 Fifth Ave. New York, NY Morgan Stanley Investment Management Inc. 522 Fifth Ave. New York, NY Underlying Funds Available in SecureDesigns Contracts ONLY: Underlying Fund Share Class (if applicable) Investment Objective Investment Adviser Dent Strategic Portfolio Long-term growth of capital HS Dent Investment Management LLC Amberly Drive, Suite 165 Tampa, FL Franklin Templeton VIP Founding Funds Allocation RVT CLS AdvisorOne Amerigo Fund Class 4 Seeks capital appreciation, with income as a secondary goal Long-term growth of capital without regard to current income Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA Rydex Investments 9601 Blackwell Rd., Suite 500 Rockville, MD CLS Investment Firm, LLC 4020 South 147th Street Omaha, NE

21 Underlying Fund RVT CLS AdvisorOne Clermont Fund Rydex VT Alternative Strategies Allocation Rydex VT International Opportunity Rydex VT Managed Futures Strategy Share Class (if applicable) Investment Objective Current income and growth of capital Investment returns with a low correlation to the returns of traditional stocks and bonds. Long-term capital appreciation Seeks to provide investment results that match the performance of the Standard & Poor s Diversified Trends Indicator. Investment Adviser Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD CLS Investment Firm, LLC 4020 South 147th St. Omaha, NE Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Rydex Investments 9601 Blackwell Road, Suite 500 Rockville, MD Please Retain This Supplement For Future Reference 8

22 AdvanceDesigns Variable Annuity Issued by: Security Benefit Life Insurance Company Topeka, Kansas Supplement Dated February 1, 2010, To Prospectus Dated May 1, 2009 Effective February 1, 2010, the following riders will no longer be available for purchase with the Contract or if applicable, on a Contract Anniversary: Guaranteed Minimum Income Benefit at 3% or 5% 6% Dollar for Dollar Guaranteed Minimum Income Benefit (formerly Dollar for Dollar Living Benefit) Guaranteed Growth Death Benefit at 3%, 5%, 6%, or 7% Combined Annual Stepped Up and Guaranteed Growth Death Benefit Enhanced Death Benefit Combined Enhanced and Annual Stepped Up Death Benefit Combined Enhanced and Guaranteed Growth Death Benefit Combined Enhanced, Annual Stepped Up and Guaranteed Growth Death Benefit 6% Dollar for Dollar Guaranteed Minimum Income Benefit and Guaranteed Minimum Death Benefit(formerly Dollar for Dollar Combination Benefit) Guaranteed Minimum Withdrawal Benefit Total Protection Extra Credit at 3% or 5%. Please Retain This Supplement With Your Prospectus For Future Reference /02/01