As filed with the Securities and Exchange Commission on October 13, 2000
Registration No. 33-97852
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
Post-Effective Amendment No. 7
-----------------
SOUTHLAND SEPARATE ACCOUNT L1
(Exact Name of Trust)
SOUTHLAND LIFE INSURANCE COMPANY
(Name of Depositor)
5780 Powers Ferry Road, N.W.
Atlanta, GA 30340
(Address of Depositor's Principal Executive Offices)
Copy to:
GARY W. WAGGONER, ESQ. KIMBERLY J. SMITH, ESQ.
Security Life of Denver Insurance Company Sutherland Asbill & Brennan LLP
1290 Broadway 1275 Pennsylvania Avenue, NW
Denver, Colorado 80203-5699 Washington, D.C. 20004-2415
(202) 383-0314
(Name and Address of Agent for Service)
----------------------------
It is proposed that this filing will become effective:
___ on ____________, 2000 pursuant to paragraph (a) of Rule 485
___ 60 days after filing pursuant to paragraph (a) of Rule 485
___ on May 1, 2000 pursuant to paragraph (b) of Rule 485
_x_ immediately upon filing pursuant to paragraph (b) of Rule 485
___ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment
Title of securities being registered: Variable life insurance policies.
<PAGE>
SOUTHLAND SEPARATE ACCOUNT L1 (File No. 33-97852)
Cross-Reference Table
Form N-8B-2 Item No. Caption in Prospectus
1, 2 Cover; Southland Life Insurance Company;
Southland Separate Account L1
3 Inapplicable
4 Southland Life Insurance Company
5, 6 Southland Separate Account L1
7 Inapplicable
8 Financial Statements
9 Inapplicable
10(a), (b), (c), (d), (e) Policy Summary; Policy Values; Determining Values
in the Variable Subaccounts; Charges, Deductions
and Refunds; Surrender; Partial Withdrawals; The
Guaranteed Interest Account; Transfers of Account
Value; Right to Exchange Policy; Lapse;
Reinstatement; Premiums
10(f) Voting Privileges; Right to Change Operations
10(g), (h) Right to Change Operations
10(i) Tax Considerations; Detailed Information about the
Policy; General Policy Provisions; The Guaranteed
Interest Account
11, 12 Southland Separate Account L1
13 Policy Summary; Charges, Deductions and Refunds;
Group or Sponsored Arrangements, or Corporate
Purchasers
ii
<PAGE>
Form N-8B-2 Item No. Caption in Prospectus
-------------------- ---------------------
14, 15 Policy Summary; Free Look Period; General Policy
Provisions; Applying for a Policy
16 Premiums; Allocation of Net Premiums; How We
Calculate Accumulation Unit Values
17 Premium Payments Affect Your Coverage;
Surrender; Partial Withdrawals
18 Policy Summary; Tax Considerations; Detailed
Information about the Policy; Southland Separate
Account L1; Persistency Refund
19 Reports to Owners; Notification and Claims
Procedures; Performance Information (Appendix B)
20 See 10(g) & 10(a)
21 Policy Loans
22 Policy Summary; Premiums; Grace Period; Southland
Separate Account L1; Detailed Information
about the Policy
23 Inapplicable
24 Inapplicable
25 Southland Life Insurance Company
26 Inapplicable
27, 28, 29, 30 Southland Life Insurance Company
31, 32, 33, 34 Inapplicable
35 Inapplicable
36 Inapplicable
iii
<PAGE>
Form N-8B-2 Item No. Caption in Prospectus
-------------------- ---------------------
37 Inapplicable
38, 39, 40, 41(a) General Policy Provisions; Distribution of
the Policies; Southland Life Insurance Company
41(b), 41(c), 42, 43 Inapplicable
44 Determining Values in the Variable Subaccounts;
How We Calculate Accumulation Unit Values
45 Inapplicable
46 Partial Withdrawals; Detailed Information about
the Policy
47, 48, 49, 50 Inapplicable
51 Detailed Information about the Policy
52 Determining Values in the Variable Subaccounts;
Right to Change Operations
53(a) Tax Considerations
53(b), 54, 55 Inapplicable
56, 57, 58 Inapplicable
59 Financial Statements
iv
<PAGE>
SUPPLEMENT DATED OCTOBER 13, 2000,
TO THE PROSPECTUS DATED MAY 1, 2000, FOR
FUTURE DIMENSIONS VARIABLE UNIVERSAL LIFE
A FLEXIBLE PREMIUM ADJUSTABLE COMBINATION FIXED
AND VARIABLE UNIVERSAL LIFE INSURANCE POLICY
ISSUED BY
SOUTHLAND LIFE INSURANCE COMPANY
AND
SOUTHLAND SEPARATE ACCOUNT L1
THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS DATED
MAY 1, 2000. PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR
FUTURE REFERENCE.
NEW INVESTMENT PORTFOLIOS. Effective December 15, 2000, three new investment
portfolios are available under your Policy; this supplement provides you with
certain information about these new portfolios: the GCG Trust's Mid-Cap Growth
Portfolio, Research Portfolio, and Total Return Portfolio. For a more complete
description of the new portfolios' investments, risks, costs and expenses,
please see the accompanying prospectus for the new portfolios.
Premium allocation and transfers of account value to the new portfolios are
subject to the terms of your Policy and are described in your May 1, 2000
prospectus.
* * * * * * * * * * * * * * * * *
The following information is added to the "Investment Portfolio Annual Expenses"
on page 7. These portfolios will be available beginning December 15, 2000:
<TABLE>
<CAPTION>
Fees and
Total Expenses Total Net
Management Other Portfolio Waived or Portfolio
Portfolio Fees Expenses Expenses Reimbursed Expenses
--------- ---- -------- -------- ---------- --------
THE GCG TRUST /6/
<S> <C> <C> <C> <C> <C>
Mid-Cap Growth Portfolio 0.91% 0.00% 0.91% N/A 0.91%
Research Portfolio 0.91% 0.00% 0.91% N/A 0.91%
Total Return Portfolio 0.91% 0.00% 0.91% N/A 0.91%
</TABLE>
----------------------------
/6/ The GCG Trust pays Directed Services, Inc. ("DSI") for its services a
monthly management fee based on the annual rates of the average daily net
assets of the investment portfolios. DSI (and not the GCG Trust) in turn
pays each portfolio manager a monthly fee for managing the assets of the
portfolios.
* * * * * * * * * * * * * * * * *
Future Dimensions Page 1 of 3
<PAGE>
The following information is added to the "Investment Portfolio Objectives" on
pages 14 - 17. These portfolios will be available beginning December 15, 2000:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO OBJECTIVES
---------------------------------- -------------------------------- -----------------------------------------------------------
VARIABLE INVESTMENT OPTION INVESTMENT COMPANY/ ADVISER/ INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGY
MANAGER/ SUB-ADVISER
---------------------------------- -------------------------------- -----------------------------------------------------------
<S> <C> <C>
Mid-Cap Growth Portfolio Investment Company: Seeks long-term growth of capital. Invests primarily in
The GCG Trust equity securities of companies with medium market
Investment Manager: capitalization which the portfolio manager believes have
Directed Services, Inc. above-average growth potential.
Portfolio Manager:
Massachusetts Financial
Services Company
---------------------------------- -------------------------------- -----------------------------------------------------------
Research Portfolio Service Shares Investment Company: Seeks long-term growth of capital and future income.
The GCG Trust Invests at least 80% in common stocks and related
Investment Manager: securities (such as preferred stock, convertible
Directed Services, Inc. securities and depository receipts). Focuses on
Portfolio Manager: companies which portfolio manager believes have favorable
Massachusetts Financial prospects for long-term growth, attractive valuations,
Services Company dominant or growing market share and superior management.
---------------------------------- -------------------------------- -----------------------------------------------------------
Total Return Portfolio Service Investment Company: Seeks above-average income (compared to a portfolio
Shares The GCG Trust entirely invested in equity securities) consistent with
Investment Manager: the prudent employment of capital. Secondarily seeks
Directed Services, Inc reasonable opportunity for growth of capital and income.
Portfolio Manager: Invests primarily in a combination of equity and fixed
Massachusetts Financial income securities.
Services Company
---------------------------------- -------------------------------- -----------------------------------------------------------
</TABLE>
* * * * * * * * * * * * * * * * *
The following information is added to Appendix B, "Hypothetical Illustrations"
on pages 147 - 154:
HYPOTHETICAL ILLUSTRATIONS
GCG TRUST MID-CAP GROWTH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/99 79.05% 3,819 5,789 250,000
GCG TRUST RESEARCH PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/99 24.23% 1,861 3,831 250,000
GCG TRUST TOTAL RETURN PORTFOLIO
Year Annual Total Cash Surrender Account Death
Ended: Return* Value Value Benefit
12/31/99 3.38% 1,127 3,097 250,000
Future Dimensions Page 2 of 3
<PAGE>
The assumptions underlying these values are described in Performance
Information, page 146.
* These annual total return figures reflect the portfolio's management fees and
other operating expenses but do not reflect the policy level or separate account
asset-based charges and deductions which, if reflected, would result in lower
total return figures than those shown.
* * * * * * * * * * * * * * * * *
FINANCIAL INFORMATION. Your May 1, 2000 prospectus includes financial statements
for the Company for the fiscal year ended December 31, 1999. The Company
generally does not prepare financial statements more often than annually and
believes that any incremental benefit to prospective policy holders that may
result from preparing and delivering more current financial statements, though
unaudited, does not justify the additional cost that would be incurred. There
have been no adverse changes in the Company's financial condition or operations
since December 31, 1999.
* * * * * * * * * * * * * * * * *
Future Dimensions Page 3 of 3
<PAGE>
The following papers and documents are incorporated herein by reference to
Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of
Security Life of Denver Insurance Company and its Security Life Separate Account
Ll, filed with the Securities and Exchange Commission on May 1, 2000 (File
No. 33-97852): the prospectus.
<PAGE>
Part II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to
file with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Texas Business Corporations Act Article 2.02-1 is a
comprehensive provision that defines the power of Texas corporations to provide
for the indemnification of its directors, officers, employees and agents. This
Article also grants to corporations the power to purchase director and officer
insurance.
Article XXVIII of the Southland Life Insurance Company Bylaws provides as
follows:
ARTICLE XXVIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. Authorization for indemnification of Directors and
officers in actions by or in the right of a company to procure a judgment in its
favor.
(a) Any person made party to an action by or in the right of
the Company to procure a judgment in its favor by reason of the fact that he,
his testator or intestate, is or was a Director or officer of the Company, shall
be indemnified against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such Director or officer is adjudged to have breached his duty to
the Company.
(b) The indemnification authorized under paragraph (a) shall
in no case include:
(1) Amounts paid in settling or otherwise disposing
of a threatened or a pending action with or without court approval; or
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Future Dimensions II - 1
<PAGE>
(2) Expenses incurred in defending a threatened
action or a pending action which is settled or otherwise disposed of without
court approval.
SECTION 2. Authorization for indemnification of Directors and
officers in actions or proceedings other than by or in the right of a company to
procure a judgment in its favor.
(a) Any person made, or threatened to be made, a party in an
action or proceeding other than one by or in the right of the company to procure
a judgment in its favor, whether civil, criminal or administrative, including an
action by or in the right of any other company of any type or kind, domestic or
foreign, which any Director or officer of the Company, served in any capacity at
the request of the Company, by reason of the fact that he, his testator or
intestate, was a Director or officer of the Company, or served such other
company in any capacity, shall be indemnified against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such Director or officer acted, in good faith, for a purpose which
he reasonably believed to be in the best interests of the Company and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.
(b) The termination of any such civil or criminal action or
proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such Director or officer did not act in good faith for a purpose which he
reasonably believed to be in the best interests of the Company or that he had
reasonable cause to believe that this conduct was unlawful.
SECTION 3. Payment of indemnification other than by court
award.
(a) A person who has been wholly successful, on the merits or
otherwise, in the defense of a civil, criminal, or administrative action or
proceeding of the character described in Section 1 or Section 2 above shall be
entitled to indemnification as authorized in such Section 1 or Section 2.
(b) Except as provided in Paragraph (a) of this Section 3, any
indemnification under Section 1 or Section 2 above, unless ordered by a court,
shall be made by the Company only if authorized in the specific case:
(1) By the Board of Directors acting by a quorum
consisting of Directors who are not parties to such action or proceeding upon a
finding that the Director or officer has met the standard of conduct set forth
in Section 1 or Section 2, as the case may be; or
(2) If a quorum of the Board of Directors is not
obtainable with due diligence:
(A) By the Board of Directors upon the
opinion in writing of independent legal counsel that indemnification is proper
in the circumstances because the applicable standard of conduct set forth in
Section 1 or Section 2 above has been met by such Director or officer, or
(B) By the stockholder (excluding the
director or officer) upon a finding that the Director or officer has met the
applicable standard of conduct set forth in Section 1 or Section 2 above.
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Future Dimensions II - 2
<PAGE>
(c) Reasonable expenses incurred in defending a civil,
criminal or administrative action or proceeding may be paid by the Company in
advance of the final disposition of such action or proceeding if authorized
under paragraph (b) of this Section 3 and if the Director or officer submits a
written affirmation that he meets the standards necessary for indemnification
and if the facts known to those making the determination would not preclude
indemnification, but subject to a written undertaking of repayment if ultimately
found not to be entitled to indemnification under the provisions hereof.
SECTION 4. General
The foregoing provisions of this Article XXVIII shall be
deemed to be a contract between the Company and each Director and officer who
serves in such capacity at any time while this bylaw is in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or therefore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts.
The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any Director or officer may be entitled
apart from the provisions of this Article XXVIII.
The Board of Directors in its discretion shall have the power
on behalf of the Company to indemnify any person, other than a Director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he, his testator or intestate, is or was an employee of the company. Such
indemnification shall be to the same extent and subject to the same standards as
indemnification for a director or officer.
SECTION 5. Liability Insurance
The company and/or the Board of Directors may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the company or who is or was serving at the request of the
company as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, other
enterprise or employee benefit plan, against any and all liability asserted
against him and/or incurred by him in such capacity or arising out of his status
as such a person, whether or not such person would be subject to or eligible for
indemnification under the other provisions of this Article XXVIII.
REPRESENTATIONS PURSUANT TO SECTION 26(E)(2)(A)
Southland Life Insurance Company hereby represents that the fees and charges
deducted under the Policy, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Southland Life Insurance Company.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
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Future Dimensions II - 3
<PAGE>
The prospectus. (Incorporated by reference)
Future Dimensions
Undertaking to file reports.
Rule 484 undertaking.
Representations pursuant to Section 26(e)(2)(A).
The signatures.
Written consents of the following persons:
James L. Livingston, Jr. (See Exhibit 6A).
Ernst & Young LLP (See Exhibit 7(a)).
Sutherland Asbill & Brennan LLP (See Exhibit 7(b)).
The following exhibits, corresponding to those required by paragraph A
of the instructions as to exhibits in Form N-8B-2:
1.
A.
(1) Resolution of the Board of Directors of Southland Life
Insurance Company establishing Southland Separate
Account L1/1/
(2) Not Applicable
(3) (a) Form of Underwriting Agreement between Southland
Life Insurance Company and ING America Equities,
Inc. /2/
(b) Form of Distribution Agreement /3/
(i) Amendment to Southland Life Insurance Company
Distribution Agreement/9/
(c) Schedule of Sales Commissions /4/
(d) Form of Wholesaling Agreement/9/
(e) Form of IIG Master Sales and Supervisory
Agreement/9/
(f) Form of Broker-Dealer Supervisory and Selling
Agreement for Variable Contracts/9/
(4) Not applicable
(5) (a) Specimen Flexible Premium Adjustable Combination
Fixed and Variable Life Insurance Policy /5/
(i) Specimen Form of Montana Flexible Premium Adjustable
Combination Fixed and Variable Life Insurance
Policy /7/
(ii) Specimen Form of Texas Flexible Premium Adjustable
Combination Fixed and Variable Life Insurance
Policy /7/
(b) Adjustable Term Insurance Rider /4/
(c) Accidental Death Benefit Rider /4/
(d) Additional Insured Rider /4/
(e) Children's Insurance Rider /4/
(f) Exchange of Insured Rider /4/
(g) Guaranteed Insurability Rider /4/
(h) Waiver of the Cost of Insurance Rider /4/
(i) Waiver of Specified Premium Rider /4/
(j) Guaranteed Minimum Death Benefit Rider /6/
(k) Fail Safe Endorsement /8/
(l) Continuation of Coverage After Age 100
Endorsement/9/
(6) (a) Amended and restated Articles of Incorporation of
Southland Life Insurance Company /3/
(b) By-laws of Southland Life Insurance Company /2/
(7) Not applicable
(8) (a) Form of participation/distribution agreement between
The Alger American Fund and the Company /3/
(b) Form of participation/distribution agreement between
Fidelity Variable Insurance Products Fund and the
Company /3/
(c) Form of participation/distribution agreement between
Fidelity Variable Insurance Products Fund II and the
Company /3/
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Future Dimensions II - 4
<PAGE>
(d) Form of participation/distribution agreement between
INVESCO Variable Investment Funds, Inc. and the
Company /3/
(e) Form of participation/distribution agreement between
Janus Aspen Series and the Company /3/
(f) Form of administrative services agreement between
Security Life of Denver Insurance Company and
Southland Life Insurance Company/9/
(g) Form of administrative services agreement between
INVESCO Funds Group, Inc. and Southland Life
Insurance Company/9/
(h) Form of participation agreement among The GCG Trust,
Directed Services, Inc. and Southland Life
Insurance Company
(i) Form of administrative and shareholder service
agreement between Directed Services, Inc. and
Southland Life Insurance Company
(j) Form of distribution and shareholder services
agreement between Janus Distributors, Inc. and
Southland Life Insurance Company
(k) Form of participation agreement among The Alger
American Fund, Fred Alger Management, Inc. and
Southland Life Insurance Company
(l) Form of service agreement between Fred Alger
Management, Inc. and the Southland Life Insurance
Company
(9) Not applicable
(10) Application form /5/
(11) Issuance, transfer and redemption procedures memorandum/9/
B. Not applicable
C. Not applicable
2. Opinion and Consent of Gary W. Waggoner
3. Not applicable
4. Not applicable
5. Not applicable
6.A. Opinion and consent of James L. Livingston, Jr.
7.(a) Consent of Ernst & Young LLP
(b) Consent of Sutherland Asbill & Brennan LLP
-------------------
/1/ Incorporated by reference to the Registration Statement on Form S-6
for Southland Separate Account L1 (File No. 33-97852) filed with the
Commission on October 6, 1995.
/2/ Incorporated by reference to the Registration Statement on Form N-4
for Southland Separate Account A1 (File No. 33-89574) filed with the
Commission on February 17, 1995.
/3/ Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N- 4 for Southland Separate Account A1
(File No. 33-89574) filed with the Commission on September 29, 1995.
/4/ Incorporated by reference to Pre-Effective Amendment No. 2 to the
Registration Statement on Form S- 6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on May 10, 1996.
/5/ Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form S-6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on July 30, 1996.
/6/ Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on October 25, 1996.
/7/ Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on April 30, 1997.
/8/ Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form S-6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on April 29, 1999.
/9/ Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form S-6 for Southland Separate Account L1
(File No. 33-97852) filed with the Commission on May 1, 2000.
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Future Dimensions II - 5
<PAGE>
SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Southland Life
Insurance Company and the Registrant, Southland Separate Account L1, certify
that they meet all the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under Securities Act of 1933 and have duly
caused this Post-Effective Amendment No. 7 to the Registration Statement to be
signed on their behalf by the undersigned, hereunto duly authorized, and their
seal to be hereunto fixed and attested, all in the County of Fulton and the
State of Georgia on the 10th day of October, 2000.
SOUTHLAND LIFE INSURANCE COMPANY
(Depositor)
BY: /s/ Stephen M. Christopher
-------------------------------
Stephen M. Christopher
President
(Seal)
ATTEST:
/s/ Gary W. Waggoner
-------------------------------
Gary W. Waggoner
SOUTHLAND SEPARATE ACCOUNT L1
(Registrant)
BY: SOUTHLAND LIFE INSURANCE COMPANY
(Depositor)
BY: /s/ Stephen M. Christopher
-------------------------------
Stephen M. Christopher
President
(Seal)
ATTEST:
/s/ Gary W. Waggoner
-------------------------------
Gary W. Waggoner
--------------------------------------------------------------------------------
Future Dimensions II - 6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 7 to the Registration Statement has been signed below by the
following persons in the capacities with Southland Life Insurance Company and on
the date indicated.
PRINCIPAL EXECUTIVE OFFICERS:
/s/ Stephen M. Christopher
-------------------------------
Stephen M. Christopher
President and Chairman
/s/ James L. Livingston, Jr.
-------------------------------
James L. Livingston, Jr.
Executive Vice President, CFO and Chief Actuary
PRINCIPAL ACCOUNTING OFFICER:
/s/ Controller
-------------------------------
Shari A. Enger
Controller
DIRECTORS:
/s/ P. Randall Lowery
-------------------------------
P. Randall Lowery
/s/ Mark A. Tullis
-------------------------------
Mark A. Tullis
/s/ B. Scott Burton
-------------------------------
B. Scott Burton
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Future Dimensions II - 7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
1.A.(8)(h) Form of participation agreement among The GCG Trust, Directed
Services, Inc. and the Company
1.A.(8)(i) Form of administrative and shareholder service agreement between
Directed Services, Inc. and the Company
1.A.(8)(j) Form of distribution and shareholder services agreement between
Janus Distributors, Inc. and the Company
1.A.(8)(k) Form of participation agreement among The Alger American Fund,
Fred Alger Management, Inc. and the Company
1.A.(8)(l) Form of service agreement between Fred Alger Management, Inc.
and the Company
2 Opinion and Consent of Gary W. Waggoner as to securities being
registered.
6.A. Opinion and Consent of James L. Livingston, Jr.
7.(a) Consent of Ernst & Young LLP
7.(b) Consent of Sutherland, Asbill & Brennan LLP
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Future Dimensions II - 8
