<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1998
FILE NO. 333-03093 (811-07615)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 11* /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT of 1940 /X/
AMENDMENT NO. 13* /X/
RYDEX ADVISOR VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)
CONSECO VARIABLE INSURANCE COMPANY**
(Name of Depositor)
11825 North Pennsylvania Street, Carmel, Indiana 46032-4572
(Address of Principal Executive Offices of Depositor)
Depositor's Telephone Number: 800-437-3506
--------------------------
Karl W. Kindig, Esq.
Conseco Variable Insurance Company
11825 North Pennsylvania Street
Carmel, Indiana 46032
(Name and Address of Agent for Service)
COPY TO:
John H. Grady, Jr.
C. Ronald Rubley
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
--------------------------
It is proposed that this filing will become effective (check appropriate
box)
X immediately upon filing pursuant to paragraph (b) of Rule 485
-----
on (date) pursuant to paragraph (b) of Rule 485
-----
60 days after filing pursuant to paragraph (a) of Rule 485
-----
on November 2, 1998 pursuant to paragraph (a) of Rule 485
-----
If appropriate, check the following box:
----- This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
TITLE OF SECURITIES BEING REGISTERED: Individual Variable Annuity
Contracts
* Amendment on Form N-4 to Registration Statement on Form N-3 in connection
with change in registration from a management investment company to a
unit investment trust.
** Name changed from Great American Reserve Insurance Company to Conseco
Variable Insurance Company
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<PAGE>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Location in Statement of
Form N-4 Item Number Location in Prospectuses Additional Information
- -------------------- ------------------------ ------------------------
<S> <C> <C>
Item 1. Cover Page Cover Page N/A
Item 2. Definitions Definitions N/A
Item 3. Synopsis Table of Fees N/A
or Highlights and Expenses
Item 4. Condensed Accumulation N/A
Financial Unit Values
Information
Item 5. General Conseco Variable N/A
Description Insurance Company;
of Registrant, The Separate Account
Depositor and
Portfolio
Companies
Item 6. Deductions The Contract - Fees and N/A
and Expenses Charges
Item 7. General The Contract N/A
Description
of Variable
Annuity
Contracts
Item 8. Annuity Period The Contract - Annuity N/A
Provisions
Item 9. Death Benefit The Contract - Payment N/A
On Death
Item 10. Purchases and The Contract - Purchases Payments; N/A
Contract The Contract - Accumulation
Value Units
Item 11. Redemptions The Contract - Withdrawals N/A
Item 12. Taxes Federal Income Tax N/A
Considerations
Item 13. Legal N/A N/A
Proceedings
<PAGE>
CROSS REFERENCE SHEET
<CAPTION>
Location in Statement of
Form N-4 Item Number Location in Prospectuses Additional Information
- -------------------- ------------------------ ----------------------
<S> <C> <C>
Item 14. Table of Table of Contents of N/A
Contents of Statement of Additional
Statement of Information
Additional
Information
Item 15. Cover Page N/A Cover Page
Item 16. Table of N/A Cover Page
Contents
Item 17. General N/A N/A
Information
and History
Item 18. Services Conseco Variable N/A
Insurance Company
Item 19. Purchase of The Contract - Purchases Payments; Distribution of
Securities The Contract - Withdrawals Contracts and
Being Offered Certificates
and Expenses
Item 20. Underwriters N/A Distribution of
Contracts
Item 21. Calculation of N/A Calculation of
Performance Return Quotations
Data
Item 22. Annuity N/A Variable Annuity
Payments Provisions
Item 23. Financial N/A Financial Statements
Statements
</TABLE>
<PAGE>
The Prospectus and Statement of Additional Information for the Rydex Advisor
Variable Annuity Account, included as part of Post-Effective Amendment No. 10 to
the Registrant's Registration Statement on Form N-4 (File No. 333-03093), filed
with the Securities and Exchange Commission on November 2, 1998 pursuant to Rule
485(a) under the Securities Act of 1933, are hereby incorporated by reference as
if set forth fully herein. The attached Statement of Net Assets and Notes to
Statement of Net Assets for the Rydex Advisor Variable Annuity Account will be
added to the Statement of Additional Information.
<PAGE>
RYDEX ADVISOR VARIABLE ANNUITY ACCOUNT
STATEMENT OF NET ASSETS
NOVEMBER 2, 1998
(Unaudited)
<TABLE>
<CAPTION>
Reported
Shares Cost Value
ASSETS:
Investments in Rydex Variable Trust portfolio shares, at net asset value (Note 2):
<S> <C> <C> <C>
Juno Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,304.3 $ 93,453 $ 95,272
Money Market Fund . . . . . . . . . . . . . . . . . . . . . . . . 32,127,585.5 32,127,585 32,127,585
Nova Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,807,614.6 23,215,358 24,358,893
OTC Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,079,187.1 13,047,031 16,164,832
Precious Metals Fund. . . . . . . . . . . . . . . . . . . . . . . 172,864.4 1,108,752 1,167,680
Ursa Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 811,892.6 5,857,203 5,671,499
U.S. Government Bond Fund . . . . . . . . . . . . . . . . . . . . 391,472.3 5,259,353 5,229,895
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $84,815,656
<CAPTION>
Reported
Units Unit Value Value
NET ASSETS:
<S> <C> <C> <C>
Juno Subaccount . . . . . . . . . . . . . . . . . . . . . . . . . 11,304.3 $ 8.427921 $ 95,272
Money Market Subaccount . . . . . . . . . . . . . . . . . . . . . 3,049,537.7 10.535231 32,127,585
Nova Subaccount . . . . . . . . . . . . . . . . . . . . . . . . . 1,807,614.6 13.475711 24,358,893
OTC Subaccount . . . . . . . . . . . . . . . . . . . . . . . . . 1,079,187.1 14.978711 16,164,832
Precious Metals Subaccount. . . . . . . . . . . . . . . . . . . . 172,864.4 6.754890 1,167,680
Ursa Subaccount . . . . . . . . . . . . . . . . . . . . . . . . . 811,892.6 6.985529 5,671,499
U.S. Government Bond Subaccount . . . . . . . . . . . . . . . . . 391,472.3 13.359552 5,229,895
NET ASSETS ATTRIBUTABLE TO CONTRACT OWNERS' DEFERRED ANNUITY RESERVES. . . . . . . . . $84,815,656
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
RYDEX ADVISOR VARIABLE ANNUITY ACCOUNT
NOTES TO STATEMENT OF NET ASSETS
(UNAUDITED)
(1) GENERAL
Rydex Advisor Variable Annuity Account (the "Account") is registered under
the Investment Company Act of 1940, as amended, as a unit investment trust. The
Account was established on April 15, 1996, as a segregated investment account
for individual variable annuity contracts issued by Conseco Variable Insurance
Company (the "Company") (formerly Great American Reserve Insurance Company prior
to its name change in October 1998). The Account was originally registered as a
diversified, open-ended investment company. On November 2, 1998, the Account
was reorganized as a unit investment trust pursuant to an Agreement and a Plan
of Reorganization approved by the contract owners of the Account on October 26,
1998.
The operations of the Account are included in the operations of the Company
pursuant to the provisions of the Texas Insurance Code. The Company is an
indirect wholly owned subsidiary of Conseco, Inc., a publicly-held specialized
financial services holding company listed on the New York Stock Exchange.
The Account invests solely in the Rydex Variable Trust (the "Trust"). The
Trust consists of seven funds: Juno, Money Market, Nova, OTC, Precious Metals,
Ursa and U.S. Government Bond. The Trust is managed by PADCO Advisors II,
Inc. Conseco Equity Sales, Inc., a wholly owned subsidiary of Conseco, Inc.,
acts as principal underwriter for the Account.
The Statement of Net Assets has been prepared in accordance with generally
accepted accounting principles and, as such, includes amounts based on informed
estimates and judgments of management with consideration given to materiality.
Actual results could differ from those estimates.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION, TRANSACTIONS, AND INCOME
Investments in portfolio shares are valued using the net asset value of the
respective funds of the Trust at the end of each New York Stock Exchange
business day. Investment share transactions are accounted for on a trade date
basis (the date the order to purchase or redeem shares is executed) and dividend
income is recorded on the ex-dividend date. The cost of investments in
portfolio shares sold is determined on a first-in first-out basis. The Account
does not hold any investments which are restricted as to resale.
Net investment income and net realized gains (losses) and unrealized
appreciation (depreciation) on investments are allocated to the contracts on
each valuation date based on each contract's pro rata share of the assets of the
Account as of the beginning of the valuation date.
FEDERAL INCOME TAXES
No provision for federal income taxes has been made in the accompanying
Statement of Net Assets because the operations of the Account are included in
the total operations of the Company, which is treated as a life insurance
company for federal income tax purposes under the Internal Revenue Code. Net
investment income and realized gains (losses) are retained in the Account and
are not taxable until received by the contract owner or beneficiary in the form
of annuity payments or other distributions.
ANNUITY RESERVES
Deferred annuity contract reserves are comprised of net contract purchase
payments less redemptions and benefits. These reserves are adjusted daily for
the net investment income and net realized gains (losses) and unrealized
appreciation (depreciation) on investments.
(3) DEDUCTIONS AND EXPENSES
The mortality risk assumed by the Company results from the life annuity
payment option in the contracts in which the Company agrees to make annuity
payments regardless of how long a particular annuitant or other payee lives. The
annuity payments are determined in accordance with annuity purchase rate
provisions established at the time the
<PAGE>
RYDEX ADVISOR VARIABLE ANNUITY ACCOUNT
NOTES TO STATEMENT OF NET ASSETS
(UNAUDITED)
contracts are issued. Based on the actuarial determination of expected
mortality, the Company is required to fund any deficiency in the annuity payment
reserves from its general account assets.
(3) DEDUCTIONS AND EXPENSES (CONTINUED)
The expense risk assumed by the Company is the risk that the deductions for
contract administrative charges and transfer processing fees may prove
insufficient to cover the actual administrative and transfer processing
expenses. The Company deducts daily from the Account a fee, which is equivalent
on an annual basis to 1.25 percent of the daily value of the total investments
of the Account, for assuming the mortality and expense risks.
Pursuant to an agreement between the Account and the Company, the
Company provides sales and administrative services to the Account. The
Company may deduct a percentage of the sum of purchase payments less prior
withdrawals from the contract to cover sales expenses. The percentage
declines from 7% to 0% over a seven-year period commencing on the date of
receipt of the purchase payment. The Company also deducts daily from the
Account a fee, which is equivalent on an annual basis of .15 percent of the
daily value of the total investments of the Accounts for Administrative
expenses.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF THE REGISTRANT:
Statement of Net Assets as of November 2, 1998. Filed as part of the
Statement of Additional Information.
Notes to Statement of Net Assets. Filed as part of the Statement of
Additional Information.
FINANCIAL STATEMENTS OF THE DEPOSITOR:
Financial Statements of Conseco Variable Insurance Company, formerly
Great American Reserve Insurance Company. Incorporated herein by
reference to Item 24(a) to Post-Effective Amendment No. 10 filed on
November 2, 1998 (CIK 0001013169; Accession No. 0001047469-98-038977).
Notes to Financial Statements. Incorporated herein by reference to
Item 24(a) to Post-Effective Amendment No. 10 filed on November 2,
1998 (CIK 0001013169; Accession No. 0001047469-98-038977).
(b) EXHIBITS
1. (a) Resolutions of Board of Directors of Conseco Variable
Insurance Company authorizing the establishment of the
Registrant. Incorporated herein by reference to
Exhibit b(1) to initial Registration Statement on Form N-3
filed on May 2, 1996 (CIK 0001013169; Accession No.
0000906287-96-000070).
(b) Resolutions of the Board of Directors of Conseco Variable
Insurance Company authorizing restructuring of investments
of the Registrant and registration of Registrant under the
1940 Act as a unit investment trust. Incorporated herein by
reference to Exhibit 1(b) to Post-Effective Amendment No. 10
filed on November 2, 1998 (CIK 0001013169; Accession No.
0001047469-98-038977).
(c) Resolutions of the Board of Managers of the Registrant
authorizing restructuring of investments of the Registrant
and registration of Registrant under the 1940 Act as a unit
investment trust. Incorporated herein by reference to
Exhibit 1(c) to Post-Effective Amendment No. 10 filed on
November 2, 1998 (CIK 0001013169; Accession No.
0001047469-98-038977).
2. Not Applicable.
3. (a) Form of Underwriting Agreement Among Conseco Variable
Insurance Company, the Rydex Advisor Variable Annuity
Account, and Conseco Equity Sales, Inc. Incorporated herein
by reference to Exhibit 3(a) to Post-Effective Amendment No.
10 filed on November 2, 1998 (CIK 0001013169; Accession No.
0001047469-98-038977).
(b) (1) Form of Group Selling Agreement Among Conseco Variable
Insurance Company, Conseco Equity Sales, Inc., Broker,
and Insurance Agent. Incorporated herein by reference
to Exhibit 3(b)(1) to Post-Effective
C-1
<PAGE>
Amendment No. 10 filed on November 2, 1998
(CIK 0001013169; Accession No. 0001047469-98-038977).
(b) (2) Form of Notice of Assignment of Group Selling
Agreements by PADCO Financial Services, Inc. to Conseco
Equity Sales, Inc. effective November 2, 1998.
Incorporated herein by reference to Exhibit 3(b)(2) to
Post-Effective Amendment No. 10 filed on November 2,
1998 (CIK 0001013169; Accession No.
0001047469-98-038977).
4. (a) Form of Variable Annuity Contract. Incorporated herein by
reference to initial Registration Statement, filed on May 2,
1996. (CIK No. 0001013169; Accession No.
0000906287-96-000070).
(b) Form of Variable Annuity Contract Endorsement (regarding the
Death Benefit). Incorporated herein by reference to
Post-Effective Amendment No. 1 to this Registration
Statement, filed on September 24, 1997. (CIK No.
0001013169; Accession No. 0000906287-97-000264).
5. Form of Applications for Variable Annuity Contract. Incorporated
herein by reference to Post-Effective Amendment No. 1 to this
Registration Statement, filed on September 24, 1997. (CIK No.
0001013169; Accession No. 0000906287-97-000264).
6. (a) Certificate of Incorporation and Bylaws of Conseco Variable
Insurance Company. Incorporated herein by reference to
initial Registration Statement, filed on May 2, 1996. (CIK
No. 0001013169; Accession No. 0000906287-96-000070).
(b) Articles of Amendment to the Articles of Incorporation of
Great American Reserve Insurance Company, changing name to
Conseco Variable Insurance Company. Incorporated herein by
reference to Exhibit 6(b) to Post-Effective Amendment No. 10
filed on November 2, 1998 (CIK 0001013169; Accession No.
0001047469-98-038977).
(c) Official Order of the Commissioner of Insurance of the State
of Texas approving Articles of Amendment to the Articles of
Incorporation, changing name from Great American Reserve
Insurance Company to Conseco Variable Insurance Company.
Incorporated herein by reference to Exhibit 6(c) to
Post-Effective Amendment No. 10 filed on November 2, 1998 (CIK
0001013169; Accession No. 0001047469-98-038977).
7. None.
8. Form Participation Agreement between Conseco Variable Insurance
Company, Rydex Variable Trust and PADCO Financial Services, Inc.
Incorporated herein by reference to Exhibit 8 to Post-Effective
Amendment No. 10 filed on November 2, 1998 (CIK 0001013169;
Accession No. 0001047469-98-038977).
C-2
<PAGE>
9. Opinion of Counsel and Consent to its use as to the legality of
the securities registered and indicating that they will be
legally issued and will represent binding obligations of Conseco
Variable Insurance Company. Incorporated herein by reference to
Exhibit 9 to Post-Effective Amendment No. 10 filed on November 2,
1998 (CIK 0001013169; Accession No. 0001047469-98-038977).
10. Consent of Independent Public Accountants PricewaterhouseCoopers,
filed herewith.
11. None.
12. None.
13. Schedule for Computation of Performance Quotations. Filed
herewith.
14. (a) Powers-of-Attorney of Executive Officers and Directors of
Conseco Variable Insurance Company: Stephen C. Hilbert,
Chairman of the Board and Chief Executive Officer; Rollin
M. Dick, Executive Vice President, Chief Financial Officer
and Director; James S. Adams, Senior Vice President and
Treasurer (Chief Accounting Officer); Thomas J. Kilian,
President and Director; and John J. Sabl, Director.
Incorporated by reference to Post-Effective Amendment No. 8
to this Registration Statement, filed on August 12, 1998
(CIK No. 0001013169; Accession No. 0001047469-98-030723)
Power-of-Attorney of Ngaire E. Cuneo, Director. Incorporated
herein by reference to Exhibit 14(a) to Post-Effective
Amendment No. 10 filed on November 2, 1998 (CIK 0001013169;
Accession No. 0001047469-98-038977).
(b) Powers-of-Attorney of the Officers and Managers of Rydex
Adviser Variable Annuity Account: Corey A. Colehour,
Member; J. Kenneth Dalton, Member; John O. Demaret,
Member; Patrick T. McCarville, Member; and Roger Somers,
Member. Incorporated by reference to Post-Effective
Amendment No. 5 filed on February 5, 1998 (CIK No.
0001013169; Accession No. 0000906287-98-000026).
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The following table sets forth the names of (a) the officers and
trustees of the Conseco Variable Insurance Company who are engaged
directly or indirectly in activities relating to the Registrant or the
variable annuity contracts and (b) the executive officers of the
Conseco Variable Insurance Company
STEPHEN C. HILBERT THOMAS J. KILIAN
Chairman and Director President and Director
C-3
<PAGE>
NGAIRE E. CUNEO ROLLIN M. DICK
Director Executive Vice President, Chief
Financial Officer and Director
JAMES S. ADAMS JOHN J. SABL
Senior Vice President and Treasurer Executive Vice President,
General Counsel, Secretary and
Director
The business address of the directors and officers is Conseco Variable
Insurance Company, 11825 North Pennsylvania Street, Carmel, Indiana
46032.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The following information concerns those companies that may be deemed
to be controlled by or under common control with Conseco Variable
Insurance Company. Conseco, Inc. owns 100% of each of the companies
listed below, unless indicated otherwise:
Conseco, Inc.
Conseco Risk Management, Inc.
Wells & Company
CRM Acquisition Company
Wellsco, Inc.
Conseco Mortgage Capital, Inc.
Conseco Group Risk Management, Inc.
Conseco Capital Management, Inc.
Conseco Private Capital Group, Inc.
Conseco Equity Sales, Inc.
Lincoln American Life Insurance Company
Marketing Distribution Systems Consulting Group, Inc.
MDS Securities Incorporated
BankMark School of Business, Inc.
Investment Services Center of Delaware, Inc.
BankMark, Inc.
Community Insurance Agency, Inc.
InveStar Insurance Agency, Inc. (IN)
InveStar Insurance Agency, Inc. (OH)
Marketing Distribution Systems, Inc.
MDS of New Jersey, Inc.
Community Insurance Agency, Inc.
C-4
<PAGE>
CIHC, Incorporated
NACT, Inc.
Conseco Services, L.L.C.
Conseco Marketing LLC
Conseco Entertainment Nevada, Inc.
American Travelers Insurance Services Company, Inc.
Conseco L.L.C.
Conseco Global Investments, Inc.
CNC Real Estate, Inc.
Bankers National Life Insurance Company
National Fidelity Life Insurance Company
K.F. Acquisition Corporation
Jefferson National Life Insurance Company of Texas
Beneficial Standard Life Insurance Company
Conseco Variable Insurance Company
American Travelers Life Insurance Company
Conseco Life Insurance Company of New York
United General Life Insurance Company
Continental Life Insurance Company
Conseco Financial Services, Inc.
Eagles' National Corporation
Bankers Life Insurance Company of Illinois
Bankers Life and Casualty Company
Certified Life Insurance Company
Capitol American Financial Corporation
Capitol Insurance Company of Ohio*
Capital American Life Insurance Company
Capitol National Life Insurance Company
Frontier National Life Insurance Company
K.F. Agency Inc. of Texas
Colonial Penn Life Insurance Company
C.P. Real Estate Services Corp.
Hawthorne Advertising Agency Incorporated
Providential Life Insurance Company
Eagle Mortgage Company, Inc.
U.S. Insurance Marketing, Inc.
K.F. Insurance Agency of Massachusetts, Inc.
Wabash Life Insurance Company
Conseco Life Insurance company
Philadelphia Life Insurance Company
Lamar Life Insurance Company
Independent Processing Services, Inc.
Conseco Travel Services, inc.
K.F. Agency, Inc.
American Life Holdings, Inc.
American Life and Casualty Marketing Division Co.
American Life and Casualty Insurance Company
Vulcan Life Insurance Company**
Automobile Underwriters Corporation
Automobile Underwriters Incorporated
Statesman Data Services, Inc.
Pioneer Financial Services, Inc.
C-5
<PAGE>
PL Holdings, Inc.
Integrated Networks, Inc.
Administrators Service Corporation
National Benefit Plans, Inc.
Design Securities Corporation
Conseco Teleservices, Inc.
Target Ad Group, Inc.
Design Benefit Plans, Inc.
Continental Marketing Corporation of Illinois,
Inc.
DBP of Nevada, Inc.
Design Benefit Plans of Oregon, Inc.
Pioneer Life Insurance Company
Health and Life Insurance Company of America
Manhattan National Life Insurance Company
Connecticut National Life Insurance Company
MNL Marketing Corporation
Business Information Group, Inc.
Geneva International Insurance Company, Inc.
Response Air Ambulance Network, Inc.
United Life Holdings, Inc.
Direct Financial Services, Inc.
Erie International Insurance Company, Inc.
Association Management Corporation
Pioneer Savers Plan, Inc.
Independent Savers Plan, Inc.
Network Air Medical Systems, Inc.
Partners Health Group, Inc.
Personal Healthcare, Inc.
Healthscape, Inc.
Preferred Health Choice, Inc.
Markman International, L.L.C.
United Group Holdings, Inc.
National Group Life Insurance Company
Continental Life and Accident Company
Conseco Entertainment, Inc.
Conseco Entertainment, L.L.C.
Conseco HPLP, L.L.C.
Washington National Corporation
Anchor Corporation
Washington National Financial Services, Inc.
Washington National Insurance Company
Washington National Development Company
United Presidential Corporation
United Presidential Life Insurance Company
Diversified National Corporation
* Mutual Assessment Life and Accident Association.
** Conseco, Inc. owns 98% of Vulcan Life Insurance Company's voting
securities.
C-6
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of September 30, 1998, there were:
261 Contract Owners of qualified variable annuity contracts; and
634 Contract Owners of nonqualified variable annuity contracts.
ITEM 28. INDEMNIFICATION
Article VI of the By-Laws of Conseco Variable Insurance Company
generally provide that the Company shall indemnify its directors and
officers against liabilities incurred in acting as directors and
officers if they acted in good faith and in a manner they reasonably
believed to be in the best interest of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. See the By-Laws of the Company,
filed as Exhibit (6) to this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted
to members of the Board of Directors, officers, and controlling
persons of the Company pursuant to the provisions described under
"Indemnification" or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the
Company of expenses incurred or paid by a member of the Board of
Directors, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such member of the Board of Directors, officer, or controlling person
in connection with the securities being registered, the Company 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 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Conseco Equity Sales, Inc. is principal underwriter for the
following other investment companies (other than the Registrant):
Great American Reserve Variable Annuity Account C
Great American Reserve Variable Annuity Account E
Great American Reserve Variable Annuity Account F
Great American Reserve Variable Annuity Account G
Conseco Fund Group
(b) Conseco Equity Sales, Inc. ("CES") is principal underwriter for
the Registrant and for the Contracts. The following persons are
the officers and directors of CES. The principal business
address for each officer and director of CES is 11815 N.
Pennsylvania Street, Carmel, Indiana 46032.
C-7
<PAGE>
POSITIONS AND OFFICES
NAME WITH UNDERWRITER
L. Gregory Gloeckner President and Director
William P. Latimer Vice President, Senior Counsel, Secretary
and Director
James S. Adams Senior Vice President, Treasurer and
Director
William T. Devanney, Jr. Senior Vice President, Corporate Taxes
Christine H. Darnell Vice President, Management Reporting
Lisa M. Zimmerman Assistant Vice President, Corporate Taxes
Christine E. Monical Second Vice President and Assistant
General Counsel
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The name and address of the person who maintains physical possession
of each account, book or other document of the Registrant required by
Section 31(a) of the Investment Company Act of 1940 is as follows:
Lowell Short
Conseco Variable Insurance Company
11825 North Pennsylvania Street
Carmel, Indiana 46032
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) The Registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in the
registration statement are never more than 16 months old for so
long as payments under the Contracts may be accepted.
(b) The Registrant hereby undertakes to include, as part of any
application to purchase a Contract, a space that an applicant can
check to request a Statement of Additional Information.
(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to
be made available under this Form N-4 promptly upon written or
oral request.
C-8
<PAGE>
(d) The Registrant is relying on a no-action letter issued to the
American Council of Life Insurance, published November 28, 1988,
relating to Section 403(b)(11) of the Internal Revenue Code and
Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act
of 1940. The Registrant hereby represents that it has complied
with the provisions paragraphs (1) through (4) of said no-action
letter.
(e) Conseco Variable Insurance Company hereby represents that the
fees and charges deducted under the Contract, in the aggregate,
are reasonable in relation to the services rendered, the expenses
to be incurred, and the risks assumed by Conseco Variable
Insurance Company.
C-9
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has duly caused
this Registration Statement to be signed on its behalf, in the city of Carmel,
of the State of Indiana, on the12th day of November, 1998.
RYDEX ADVISOR VARIABLE ANNUITY ACCOUNT
Registrant
CONSECO VARIABLE INSURANCE COMPANY
Depositor
By: /s/ Rollin M. Dick
-------------------------------------------
Rollin M. Dick
Executive Vice President
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Depositor certifies that it meets the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this Registration Statement to be signed on its
behalf, in the City of Carmel, State of Indiana, on the 12th day of November,
1998.
CONSECO VARIABLE INSURANCE COMPANY
Depositor
By: /s/ Rollin M. Dick
-------------------------------------------
Rollin M. Dick
Executive Vice President
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated below, on the
12th day of November, 1998.
SIGNATURE TITLE
--------- -----
*
---------------- Chairman of the Board
Stephen C. Hilbert (Chief Executive Officer)
*
---------------- Executive Vice President,
Rollin M. Dick Chief Financial Officer and Director
*
---------------- Senior Vice President and Treasurer
James S. Adams (Chief Accounting Officer)
*
---------------- Director and President
Thomas J. Kilian
*
---------------- Director
John J. Sabl
*
---------------- Director
Ngaire E. Cuneo
*By: /s/Karl W. Kindig
----------------------------
Karl W. Kindig
Attorney-in-Fact
C-10
<PAGE>
EXHIBIT INDEX
Ex-10 Consent of Independent Public Accountants PricewaterhouseCoopers.
Ex-13 Schedule for Computation of Performance Quotations.
C-11
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the inclusion in this registration statement on Form N-4
(File Nos. 33-03093 and 811-07615), of our report dated April 20, 1998 on our
audit of the financial statements of Great American Reserve Insurance Company
(which name was changed to Conseco Variable Insurance Company in October
1998). We also consent to the reference to our firm under the caption
"Independent Accountants" in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Indianapolis, Indiana
November 12, 1998
<PAGE>
Exhibit 13
SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTES
NOVEMBER 2, 1998
<TABLE>
<S> <C> <C>
NOVA SUBACCOUNT 365 544
INITIAL INVESTMENT $ 1,000.00 $ 1,000.00
BEG OF PERIOD UV $ 11.50 $ 10.00
# OF UNITS PURCHASED 86.96 100.00
END OF PERIOD UV $ 13.77 $ 13.77
END OF PERIOD VALUE $ 1,197.34 $ 1,376.85
WITHDRAWAL CHARGE PERCENTAGE 7.00% 7.00%
FREE 10% WITHDRAWAL $ 119.73 $ 137.68
LESS WITHDRAWAL CHARGES $ 75.43 $ 86.74
REDEEMABLE VALUE (after fees & $ 1,121.91 $ 1,290.11
withdrawal charge)
PERCENT RETURN 12.19% 18.64%
PERCENT RETURN-NO WITHDRAWAL CHARGE 19.73% 23.93%
URSA SUBACCOUNT 365 510
INITIAL INVESTMENT $ 1,000.00 $ 1,000.00
BEG OF PERIOD UV $ 8.55 $ 9.36
# OF UNITS PURCHASED 116.99 106.88
END OF PERIOD UV $ 6.88 $ 6.88
END OF PERIOD VALUE $ 805.20 $ 735.63
WITHDRAWAL CHARGE PERCENTAGE 7.00% 7.00%
FREE 10% WITHDRAWAL $ 80.52 $ 73.56
LESS WITHDRAWAL CHARGES $ 50.73 $ 46.34
REDEEMABLE VALUE (after fees & $ 754.47 $ 689.28
withdrawal charge)
PERCENT RETURN -24.55% -23.38%
PERCENT RETURN-NO WITHDRAWAL CHARGE -19.48% -19.73%
<PAGE>
OTC SUBACCOUNT 365 544
INITIAL INVESTMENT $ 1,000.00 $ 1,000.00
BEG OF PERIOD UV $ 11.00 $ 10.00
# OF UNITS PURCHASED 90.88 100.00
END OF PERIOD UV $ 15.16 $ 15.16
END OF PERIOD VALUE $ 1,378.11 $ 1,516.44
WITHDRAWAL CHARGE PERCENTAGE 7.00% 7.00%
FREE 10% WITHDRAWAL $ 137.81 $ 151.64
LESS WITHDRAWAL CHARGES $ 86.82 $ 95.54
REDEEMABLE VALUE (after fees & $ 1,291.29 $ 1,420.91
withdrawal charge)
PERCENT RETURN 29.13% 26.58%
PERCENT RETURN-NO WITHDRAWAL CHARGE 37.81% 32.23%
PRECIOUS METALS SUBACCOUNT 365 522
INITIAL INVESTMENT $ 1,000.00 $ 1,000.00
BEG OF PERIOD UV $ 7.81 $ 10.00
# OF UNITS PURCHASED 128.04 100.00
END OF PERIOD UV $ 6.59 $ 8.68
END OF PERIOD VALUE $ 843.73 $ 658.97
WITHDRAWAL CHARGE PERCENTAGE 7.00% 7.00%
FREE 10% WITHDRAWAL $ 84.37 $ 65.90
LESS WITHDRAWAL CHARGES $ 53.16 $ 41.52
REDEEMABLE VALUE (after fees & $ 790.58 $ 617.46
withdrawal charge)
PERCENT RETURN -20.94% -28.62%
PERCENT RETURN-NO WITHDRAWAL CHARGE -15.63% -25.30%
U.S. GOVERNMENT BOND SUBACCOUNT 365 441
INITIAL INVESTMENT $ 1,000.00 $ 1,000.00
BEG OF PERIOD UV $ 11.43 $ 10.76
# OF UNITS PURCHASED 87.46 92.96
END OF PERIOD UV $ 13.14 $ 13.14
END OF PERIOD VALUE $ 1,149.48 $ 1,221.73
WITHDRAWAL CHARGE PERCENTAGE 7.00% 7.00%
FREE 10% WITHDRAWAL $ 114.95 $ 122.17
LESS WITHDRAWAL CHARGES $ 72.42 $ 76.97
<PAGE>
REDEEMABLE VALUE (after fees & $ 1,077.07 $ 1,144.76
withdrawal charge)
PERCENT RETURN 7.71% 11.84%
PERCENT RETURN-NO WITHDRAWAL CHARGE 14.95% 18.03%
JUNO SUBACCOUNT N/A 243
INITIAL INVESTMENT $ 1,000.00
BEG OF PERIOD UV $ 9.20
# OF UNITS PURCHASED $ 108.65
END OF PERIOD UV $ 8.55
END OF PERIOD VALUE $ 928.57
WITHDRAWAL CHARGE PERCENTAGE 7.00%
FREE 10% WITHDRAWAL $ 92.86
LESS WITHDRAWAL CHARGES $ 58.50
REDEEMABLE VALUE (after fees & $ 870.07
withdrawal charge)
PERCENT RETURN -12.99%
PERCENT RETURN-NO WITHDRAWAL CHARGE -7.14%
</TABLE>
