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August 02, 2010

Guggenheim Partners-Led Acquisition of Security Benefit Corporation Complete

Immediate Financial Strength Ratings Improvement Expected; Todd Boehly to Become Chairman of Security Benefit; Howard Fricke Continues as Security Benefit President and CEO

CHICAGO/TOPEKA, KS – Guggenheim Partners, LLC and Security Benefit Corporation (Security Benefit) today announced the closing of the acquisition of Security
Benefit by a Guggenheim Partners-led group of investors, after receiving the required regulatory, policyholder and shareholder approvals.

“Since our announcement of the transaction in February, it’s been gratifying to receive positive feedback and approvals from several government officials, regulators, local business leaders, and our clients, policyholders and shareholders,” said Todd Boehly, Managing Partner in the Office of the Chief Executive Officer (CEO) of Guggenheim Partners. “That approval fuels our momentum and commitment to grow Security Benefit and its impressive portfolio of businesses that complement Guggenheim’s capabilities and expertise. We believe there are significant and mutually beneficial business opportunities ahead.”

The Guggenheim Partners-led investor group, which includes certain shareholders of Guggenheim Partners, is investing $400 million in the transaction to acquire Security Benefit. On July 30, 2010, $165 million of capital was injected into Security Benefit Life Insurance Company (SBL) following an initial $175 million infusion on Feb. 26, 2010. This infusion of capital is expected to result in upgrades in the financial strength ratings of SBL, Security Benefit’s primary life insurance company subsidiary and its affiliate, First Security Benefit Life Insurance and Annuity Company of New York (FSBL).

Boehly will serve as Chairman of the Board of Security Benefit in addition to retaining his role as Managing Partner in the Office of the CEO of Guggenheim Partners. Howard Fricke will serve as Vice Chairman of the Board and continue as Security Benefit President and CEO. Fricke had been serving as interim President and CEO since Feb. 16, 2010, after serving as Security Benefit President and CEO from 1988 to 2000 and Chairman from 1996 to 2006. In addition, Mark Walter, CEO of Guggenheim Partners, has joined Security Benefit’s Board of Directors.

“The completion of this acquisition is a key milestone for our organization and our associates. We will retain our Topeka-based corporate headquarters, our network of nationwide offices and our more than 780 associates,” said Fricke. “Our goal is to grow profitably, and today we move forward as a stronger company, with the financial backing and business opportunities Guggenheim Partners has to offer. I’m especially proud of our associates who have worked diligently toward the completion of this acquisition, and I look forward to continuing to work by their side as we pursue our growth ambitions for Security Benefit and its businesses. This always has been a great company, and we are running full steam ahead.”

“I’m equally pleased that Howard has agreed to continue in his leadership role and that the firm has brought forth new products and added clients while we’ve been working to close the transaction,” said Boehly. “That’s a tribute to the tenacity of Security Benefit’s management and associates, and demonstrates the innovative spirit and market responsiveness inherent in each of our unique businesses.”

Security Benefit’s primary businesses, which will benefit from continued capital investments in technology, product development and support as well as anticipated favorable improvements in the firm’s financial strength ratings, include:

  • Security Financial Resources – a leading provider of retirement plan services throughout the nation, primarily in the 403(b) education marketplace;
  • Security Benefit Life – providing fixed and variable annuities in all states except New York, and FSBL which provides fixed and variable annuities in New York;
  • se2 – an award-winning and nationally recognized provider of administrative services for the insurance and financial services industry with more than 700,000 policies and $30 billion in third-party assets under administration; and
  • SGI|Security Global Investors (known as Rydex|SGI in the financial intermediary market) – an asset management firm with approximately $20 billion in assets under management, offering institutional investors and financial intermediaries a broad spectrum of traditional and alternative investment strategies in separate accounts, mutual funds and ETFs.

Guggenheim Partners and Security Benefit began formally working together in the second quarter of 2009 when Guggenheim became the investment advisor for SBL’s general account. Since then, Guggenheim has been successful at continuing to improve the quality of the portfolio while increasing investment income.

As a result of the demutualization and dissolution of Security Benefit Mutual Holding Company (SBMHC), approved by SBMHC members on May 26, 2010, it is estimated each former SBMHC member may receive consideration equal to approximately $100. SBL policyholders who own tax-qualified contacts will receive “policy credits,” or an increase in the cash value of their policies, rather than cash, provided that the Internal Revenue Service (IRS) and Department of Labor (DOL) issue certain rulings the Company has requested. The cash consideration is expected to be distributed within 60 days of the close of the transaction. Policy credits for tax-qualified contracts will be issued following receipt of the IRS and DOL rulings.

Citigroup acted as sole advisor to Guggenheim Partners on the transaction and will continue to provide ongoing advice and support in connection with the strategic development of the business. Freeman & Co. acted as sole advisor to Security Benefit on the transaction.

About Guggenheim Partners

Guggenheim Partners, LLC is a diversified financial services firm with more than $100 billion in assets under supervision. The firm’s businesses include investment management, investment advisory, insurance, investment banking and capital markets services. The firm is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe and Asia. For more information, please visit www.guggenheimpartners.com.

About Security Benefit

Security Benefit fosters strong partnerships to provide insightful and customized retirement solutions for employers and individual investors nationwide. Through a broad advisor network and its nationally recognized money managers, Security Benefit provides mutual funds, annuities, exchange traded funds, retirement plans and programs. As an industry leader in service technology, Security Benefit affiliates also offer business processing and broker/dealer solutions tailored to the financial services marketplace. For more information about us, visit www.securitybenefit.com.

This press release includes "forward-looking statements." Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "contemplate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include, without limitation, forecasts of market growth, future revenue, benefits of the acquisition, and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: the ability to attract and retain clients and employees; whether certain market segments grow as anticipated; the competitive environment in the financial services industry and competitive responses to the acquisition; and whether the companies can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Security Benefit and Guggenheim undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Services are offered through Security Distributors, Inc. and/or Rydex Distributors, LLC, subsidiaries of Security Benefit Corporation (Security Benefit).

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