ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
485APOS, 2000-02-25
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             As filed with the Securities and Exchange Commission on
                                February 25, 2000


                           Registration No. 333-03963

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


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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    [ ]

                       Pre-Effective Amendment No.____                [ ]


                       Post Effective Amendment No. 5                 [X]


             REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940

                               Amendment No. 5                        [X]


              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
                           (Exact Name of Registrant)

                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                               (Name of Depositor)
                              7315 Wisconsin Avenue
                            Bethesda, Maryland 20814
               (Address of Depositor's Principal Executive Office)
                  Depositor's Telephone Number: (301) 280-1000


                              Robert-John H. Sands
                    Senior Vice President and General Counsel

                     Acacia National Life Insurance Company
                              7315 Wisconsin Avenue
                            Bethesda, Maryland 20814
                     (Name and Address of Agent for Service)

Approximate  Date of Proposed  Public  Offering:  As soon as  practicable  after
effective date.


     It is proposed that this filing will become effective:
          [ ] immediately upon filing pursuant to paragraph b
          [X] on May 1, 2000 pursuant to paragraph a of Rule 485
          [ ] on pursuant to paragraph b 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: SECURITIES OF UNIT INVESTMENT TRUST
Omit from the  facing  sheet  reference  to the  other  Act if the  Registration
Statement  or  amendment  is filed  under  only  one of the  Acts.  Include  the
"Approximate  Date of Proposed Public  Offering" and "Title of Securities  Being
Registered"  only where securities are being registered under the Securities Act
of 1933.


<PAGE>


<TABLE>
<CAPTION>

                             ALLOCATOR ANNUITY 2000
                  CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4

                                                                 HEADING IN STATEMENT OF
FORM N-4       ITEM                 HEADING IN PROSPECTUS        ADDITIONAL INFORMATION
<S>                                  <C>                            <C>
                        PART A: INFORMATION REQUIRED IN A PROSPECTUS

2.  Cover Page                     Cover page
3.  Definitions                    Glossary of Defined Terms
4.  Synopsis                       Questions and Answers About
                                   Your Policy
5.  Financial                      Condensed Financial
    Information                    Information
6.  General Description of         ANLIC and the Variable
    Registrant, Depositor and      Account;
    Portfolio Companies            The Portfolios; Voting Rights;
                                   Administration
7.  Deductions                     Summary; Charges and            Surrender Charge
                                   Deductions;                     Calculation
                                   The Portfolios
8.  General Description of         Summary; The Policy; Annuity    General
    Variable Annuity Contracts     Payments; Voting Rights;        Provisions;
                                   Additional Information          Fixed Account
9.  Annuity Period                 Annuity Payments
10. Death Benefit                  The Policy -- Death Benefit
11. Purchases and Contract Value   ANLIC and the Variable
                                   Account;
                                   The Policy
12. Redemptions                    The Policy -- Surrender and
                                   Partial Withdrawals; The
                                   Policy-- Free Look Period
13. Taxes                          Federal Tax Matters             Federal Tax Matters
14. Legal Proceedings              Legal Proceedings
15. Table of Contents of the       Statement of Additional         Table of Contents
    Statement of Additional        Information
    Information

           PART B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

16. Cover Page                                                     Cover Page
17. Table of Contents                                              Table of Contents

18. General Information and                                        N/A
    History
2.  Services                       Administration                  Experts;
                                   Distribution of the
                                   Policies; Records
                                   and Reports
3.  Purchase of Securities Being   Summary; The Policy             General Provisions;
    Offered                                                        Distribution of the Policies
4.  Underwriters                   ANLIC and the Variable
                                   Account                         Distribution of the Policies
5.  Calculation of                 Performance Data                Performance Data
    Performance Data                                               Calculations; Performance
                                                                   Figures
6.  Annuity Payments               Annuity Payments                General Provisions
7.  Financial Statements                                           Financial Statements

</TABLE>

<PAGE>
                                                           THE ACACIA GROUP LOGO


                                   PROSPECTUS


                   THE DATE OF THIS PROSPECTUS IS: May 1, 2000


          INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY
                                    ISSUED BY
                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                 7315 WISCONSIN AVENUE, BETHESDA, MARYLAND 20814
                            TELEPHONE: (301) 280-1000

This  Prospectus  describes  information you should know before you purchase the
Allocator 2000 variable annuity. Please read it carefully.

The  Allocator  2000  variable  annuity  is a  contract  between  you and Acacia
National Life Insurance  Company  (ANLIC) where you agree to make payments to us
and we agree to make a series of payments to you at a later date.  The Allocator
2000  is  a  flexible  premium,   tax-deferred,   variable  annuity  offered  to
individuals. It is:
o   Flexible, because you may add payments at any time.
o   Tax-deferred, which means you don't pay taxes until you take payments out or
    until we start to make payments to you.
o   Variable,  because  the  value  of  your  annuity will  fluctuate  with  the
    performance of the underlying investments.


After purchase,  you allocate your payments to "Sub-accounts" or subdivisions of
our  Variable  Account,  an account  that keeps that keeps your  annuity  assets
separate from our company  assets.  These  Sub-accounts  then purchase shares of
mutual funds set up exclusively for variable  annuity or variable life insurance
products.  These mutual funds are not the same mutual funds that you buy through
your  stockbroker  or  through  a retail  mutual  fund,  but they  have  similar
investment  strategies and the same  portfolio  managers as retail mutual funds.
This  annuity  offers  you  funds  with  investment   strategies   ranging  from
conservative  to  aggressive  and  you may  pick  those  funds  that  meet  your
investment  style.  The Sub-accounts and the funds are listed below:


o  Large  Cap  Sub-account  which  purchases  shares  of Alger  American  Growth
   Portfolio
o  Mid Cap Sub-account  which  purchases  shares of Alger American MidCap Growth
   Portfolio
o  Small  Cap  Sub-account  which  purchases  shares  of  Alger  American  Small
   Capitalization Portfolio
o  Social Money Market Account  Sub-account  which  purchases  shares of Calvert
   Social Money Market Portfolio
o  Social Strategic Growth  Sub-account which purchases shares of Calvert Social
   Small Cap Growth Portfolio
o  Social Managed Growth  Sub-account  which purchases  shares of Calvert Social
   Mid Cap Growth Portfolio
o  Social  Global   Sub-account   which  purchases   shares  of  Calvert  Social
   International Equity Portfolio
o  Social Balanced Sub-account which purchases shares of Calvert Social Balanced
   Portfolio

o  Equity 500 Index  Sub-account  which purchases shares of Bankers Trust Equity
   500 Index Fund
o  Small Cap Index Sub-account which purchases shares of Bankers Trust Small Cap
   Index Fund
o  EAFE(R)  Equity Index  Sub-account  which  purchases  shares of Bankers Trust
   EAFE(R) Equity Index Fund
o  Equity-Income   Sub-account   which   purchases   shares  of   Fidelity   VIP
   Equity-Income:  Service  Class 2
o  High Income  Sub-account  which purchases shares of Fidelity VIP High Income:
   Service Class 2
o  Contrafund   Sub-account   which   purchases   shares  of  Fidelity   VIP  II
   Contrafund(R): Service Class 2
o  Asset Strategy Sub-account which purchases shares of Templeton Asset Strategy
   Fund - Class 2
o  International  Securities  Sub-account  which  purchases  shares of Templeton
   International Securities Fund - Class 2
o  Income  Sub-account  which  purchases  shares of  Neuberger  Berman  Advisers
   Management Trust ("Neuberger Berman AMT") Limited Maturity Bond Portfolio
o  Growth  Sub-account  which  purchases  shares of Neuberger  Berman AMT Growth
   Portfolio
o  Partners  Sub-account which purchases shares of Neuberger Berman AMT Partners
   Portfolio

o  Aggressive   Growth   Sub-account   which  purchases  shares  of  Oppenheimer
   Aggressive Growth Fund/VA
o  Large Cap Growth  Sub-account  which purchases shares of Oppenheimer  Capital
   Appreciation Fund/VA
o  Balanced Sub-account which purchases shares of Oppenheimer Main Street Growth
   & Income Fund/VA
o  High Income  Sub-account  which purchases  shares of Oppenheimer  High Income
   Fund/VA
o  Managed Income  Sub-account  which purchases shares of Oppenheimer  Strategic
   Bond Fund/VA
o  Hard  Assets/Metals  Sub-account  which purchases shares of Van Eck Worldwide
   Hard Assets Fund
                                                       (Continued on next page.)

                             ALLOCATOR 2000 ANNUITY
                                        i

<PAGE>


You also may allocate some or all of your payments to the "Fixed Account", which
pays an interest rate guaranteed for at least one year from the time the payment
is made.  Payments put in the Fixed  Account are not  separated  from our assets
like the assets of the Variable Account.

You may not purchase a Policy if either you or the annuitant are 85 years old or
older before we receive your application.  We will not accept additional premium
payments once the annuitant reaches age 75.


If you decide to buy this  annuity,  you should  keep this  prospectus  for your
records.  You may call us at 1-800-  369-9407 to get a Statement  of  Additional
Information,  free of charge. The Statement of Additional  Information  contains
more information about this annuity and, like this prospectus, is filed with the
Securities and Exchange Commission.  You should read the Statement of Additional
Information because you are bound by the Terms contained in it. We have included
the Table of  Contents  for the  Statement  of  Additional  Information  in this
prospectus. (See the section on Statement of Additional Information.)


THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR DETERMINED IF THE INFORMATION IS TRUTHFUL OR COMPLETE.  ANYONE WHO
REPRESENTS THAT THE SECURITIES AND EXCHANGE  COMMISSION DOES THESE THINGS MAY BE
GUILTY OF A CRIMINAL OFFENSE.

This  Prospectus  and Statement of Additional  Information  can also be obtained
from the Securities and Exchange Commission's website (HTTP://WWW.SEC.GOV).

This annuity is not:
* a bank deposit
* federally insured
* endorsed by any bank or governmental agency
* available for sale in all states


Prospectus Dated:  May 1, 2000
Statement of Additional Information Dated:  May 1, 2000




                             ALLOCATOR 2000 ANNUITY
                                       ii

<PAGE>



TABLE OF CONTENTS
                                                                        PAGE
GLOSSARY OF DEFINED TERMS................................................iv
QUESTIONS AND ANSWERS ABOUT YOUR POLICY...................................1
SUMMARY OF FEES AND CHARGES...............................................4
PORTFOLIO ANNUAL EXPENSES.................................................5
CONDENSED FINANCIAL INFORMATION...........................................7
ANLIC AND THE VARIABLE ACCOUNT............................................9
    Acacia National Life Insurance Company................................9
    The Variable Account..................................................9

THE PORTFOLIOS...........................................................10
    The Alger American Fund..............................................10
    Calvert Variable Series, Inc.........................................11
    BT Insurance Funds Trust.............................................11
    Fidelity Variable Insurance Products Fund,
    Fidelity Variable Insurance Products Fund II11
    Franklin Templeton Variable Insurance Products Trust.................11
    Neuberger & Berman Advisers Management Trust.........................13
    Oppenheimer Variable Account Funds...................................13
    Van Eck Worldwide Hard Assets Fund...................................15
    Risks Attendant to Investments in Junk Bonds.........................16
    Risk Attendant to Investments in Foreign Securities..................16
    Resolving Material Conflicts.........................................17

THE FIXED ACCOUNT........................................................18
THE POLICY...............................................................18
    Issuance of a Policy.................................................18
    Telephone Requests...................................................18
    Free Look Period.....................................................19
    Premium Payments.....................................................19
    Allocation of Premium Payments.......................................19
    Policy Account Value.................................................19
    Surrender and Partial Withdrawals....................................20
    Transfers............................................................21
    Automatic Rebalancing, Dollar Cost Averaging, and
    Interest Sweep Programs..............................................21
    Death Benefit........................................................22
    Required Distributions...............................................23
CHARGES AND DEDUCTIONS...................................................23
    Annual Policy Fee....................................................23
    Administrative Expense Charge........................................24
    Mortality and Expense Risk Charge....................................24
    Surrender Charge.....................................................24
    Premium Taxes........................................................25
    Federal Taxes........................................................26
    Fund Expenses........................................................26
    Reduction In Charges For Certain Groups..............................26
ANNUITY PAYMENTS.........................................................26
    Election of an Annuity Payment Option................................26
    Maturity Date........................................................26
    Available Options....................................................26
    Annuity Payment Options..............................................27
FEDERAL TAX MATTERS......................................................27
    Introduction.........................................................27
    Taxation of Annuities in General.....................................28
ANNUITY OWNERS THAT ARE NONRESIDENT ALIENS OR FOREIGN CORPORATIONS.......30
VOTING RIGHTS............................................................30
PERFORMANCE DATA.........................................................31
PUBLISHED RATINGS........................................................31
LEGAL PROCEEDINGS........................................................32
FINANCIAL STATEMENTS.....................................................32
ADMINISTRATION...........................................................32
PREPARATIONS FOR THE YEAR 2000...........................................32
POLICY REPORTS...........................................................33
STATE REGULATION.........................................................33
EXPERTS..................................................................33
LEGAL MATTERS............................................................33
ADDITIONAL INFORMATION...................................................33
STATEMENT OF ADDITIONAL INFORMATION......................................34



                             ALLOCATOR 2000 ANNUITY
                                       iii

<PAGE>


Throughout this Prospectus,  the words "us",  "we",  "our", and "ANLIC" refer to
Acacia National Life Insurance Company, and the words "you", "your", and "Owner"
refer to the policy owner.

                                  GLOSSARY OF DEFINED TERMS

ACCUMULATION PERIOD             The  period  between  the  Policy  Date  and the
                                Maturity  Date and  during the  lifetime  of the
                                Owner.

ACCUMULATION UNIT               Unit of measure  that is used to  calculate  the
                                value of the Policy prior to the Maturity Date.

ACCUMULATION UNIT VALUE         The   value   of  each   Accumulation   Unit  is
                                calculated on each Valuation Date.

AGE                             Age at last birthday.

ANLIC                           Acacia National Life Insurance Company.

ANNUITANT                       The  person(s)  whose life is used to determine
                                the duration of Annuity Payments involving life
                                contingencies.  The Annuitant must be a natural
                                person.

ANNUITY PAYMENT  OPTIONS        The options  that are  available  for payment of
                                the  Surrender  Value of the  Policy  commencing
                                upon the Maturity Date.

BENEFICIARY                     The   person(s)   or  legal   entity  that  you
                                designate in the  Application  or thereafter in
                                writing  to  our  Service   Office  to  receive
                                payments at the death of the owner.

DUE PROOF OF DEATH              A  certified  copy  of a  death  certificate,  a
                                certified  copy  of  a  decree  of  a  court  of
                                competent  jurisdiction  as to  the  finding  of
                                death,  a  written  statement  by the  attending
                                physician,  or any other proof  satisfactory  to
                                us.

FIXED ACCOUNT                   The  account  via  which  you  may  allocate  or
                                transfer  net  Premium  Payments  to our General
                                Account.  An initial allocation or transfer into
                                the Fixed  Account does not entitle you to share
                                in the  investment  experience  of  the  General
                                Account.  Instead,  we guarantee that any Policy
                                Account  Value in the Fixed  Account will accrue
                                interest  at an  annual  rate  of at  least  the
                                Guaranteed  Interest  Rate. The Fixed Account is
                                not  available  as  an  investment   option  for
                                policies  sold  in  the  states  of  Oregon  and
                                Washington.

FREE WITHDRAWAL AMOUNT          That  portion  of  any  partial   withdrawal  or
                                surrender  that is not  subject  to a  Surrender
                                Charge under the terms of the Policy.

FUND                            A registered,  open-end  management  investment
                                company (commonly called a "mutual fund"). Each
                                Sub-account  invests exclusively in shares of a
                                single Portfolio of a Fund.

GENERAL ACCOUNT                 The  assets  of ANLIC  other  than  those in the
                                Variable Account or any other separate account.

INVESTMENT OPTIONS              The Fixed  Account  and the  Sub-accounts  which
                                invest  in  Portfolios  described  in  the  Fund
                                prospectuses.

IRREVOCABLE BENEFICIARY         A Beneficiary  or  Beneficiaries  whose interest
                                cannot be changed without

                             ALLOCATOR 2000 ANNUITY
                                       iv

<PAGE>


                                his,  her,  or their  consent or as  required by
                                law.

MATURITY                        DATE The date upon which Annuity Payments begin.
                                You may choose a Maturity Date no later than the
                                first  day  of  the  calendar  month  after  the
                                Annuitant's 90th birthday.

NET PREMIUM PAYMENT             The  Premium  Payment  less any  applicable  tax
                                charges.

OWNER                           The person named on the  Application as Owner or
                                the persons  named on the  Application  as Joint
                                Owners.   Any   reference   to   Owner  in  this
                                Prospectus  or in the Policy will  include  both
                                Owners, if there are Joint Owners.  The Owner is
                                entitled to all of the  ownership  rights  under
                                the  Policy.  The Owner  has the legal  right to
                                make  all  changes  in the  policy  designations
                                where permitted specifically by the terms of the
                                Policy.   The  Owner  is  as  specified  in  the
                                Application,  unless  changed.  "You" and "your"
                                are also used throughout this Prospectus and the
                                Policy to refer to the Owner.

POLICY                          The flexible  premium  variable annuity offered
                                by ANLIC and described in this prospectus.

POLICY ACCOUNT VALUE            The sum of the  Variable  Account  Value and the
                                Fixed Account Value.

POLICY ANNIVERSARY              Each anniversary of the Policy Date.

POLICY DATE                     The date set forth in the Policy that is used to
                                determine   Policy  years  and  months.   Policy
                                Anniversaries are measured from the Policy Date.

PORTFOLIO                       A separate investment portfolio of the Funds, a
                                mutual  fund  in  which  the  Variable  Account
                                invests.  Portfolio  also will be used to refer
                                to  the   Sub-account   that   invests  in  the
                                corresponding Portfolio.

PREMIUM PAYMENT                 An amount paid to ANLIC in  accordance  with the
                                provisions of the Policy.


SUB-ACCOUNT                     A  subdivision  of the Variable  Account.  Each
                                Sub-account   is   invested   in  shares  of  a
                                specified Portfolio of the Funds.

SURRENDER CHARGE                A charge  measured  as a percent of premium  and
                                based upon  Policy  Anniversaries,  which may be
                                imposed upon a partial withdrawal,  surrender or
                                distribution of the proceeds.

SURRENDER VALUE                 The  Policy  Account  Value as of any  Valuation
                                Date,  reduced by applicable  Surrender Charges,
                                the Annual  Policy Fee, and any premium or other
                                taxes.

SYSTEMATIC PARTIAL              Owners  choosing  this  option  will  withdraw a
WITHDRAWAL                      level dollar amount of Policy Account Value on a
                                periodic basis.  Systematic Partial  Withdrawals
                                are  subject  to the same  Surrender  Charges as
                                partial   withdrawals,   as  set  forth  on  the
                                Specifications Page of the Policy.


VALUATION DATE                  Each day the New York Stock Exchange is open for
                                business, excluding

                             ALLOCATOR 2000 ANNUITY
                                        v

<PAGE>

                                holidays  and any  other  day in which  there is
                                insufficient trading in the Portfolio securities
                                to materially  affect the value of the assets in
                                the Variable Account.

VALUATION PERIOD                The  period  between  two  successive  Valuation
                                Dates,  commencing at the close of business of a
                                Valuation  Date  and  ending  at  the  close  of
                                business for the next succeeding Valuation Date.

VARIABLE ACCOUNT                Acacia  National   Variable   Annuity   Separate
                                Account II, a separate  investment  account that
                                has been  established  by ANLIC to  receive  and
                                invest the Net Premium  Payments  paid under the
                                Policy.

VARIABLE ACCOUNT VALUE          The sum of the values held on your behalf in all
                                the Sub-accounts of the Variable Account.


                             ALLOCATOR 2000 ANNUITY
                                       vi

<PAGE>



                     QUESTIONS AND ANSWERS ABOUT YOUR POLICY


The following summary is intended to highlight the most important features of an
Allocator 2000 Annuity that you,  should  consider.  You will find more detailed
information in the main portion of the  prospectus.  As you review this Summary,
take note that the  capitalized  terms are  defined in the  Glossary  of Defined
Terms that  begins on page iv of this  prospectus.  This  summary  and all other
parts of this  prospectus  are  qualified in their  entirety by the terms of the
Allocator 2000 Annuity Policy, which is available upon request from ANLIC.

WHO IS THE ISSUER OF AN ALLOCATOR 2000 ANNUITY?
ANLIC is the issuer of each Allocator  2000 Annuity.  ANLIC enjoys a rating of A
(Excellent) from A.M. Best Company, a firm that analyzes insurance  carriers.  A
stock life  insurance  company  organized in  Virginia,  ANLIC is a wholly owned
subsidiary  of Acacia Life  Insurance  Company  which is, in turn, a second tier
subsidiary of Ameritas Acacia Mutual Holding Company. (See the section on Acacia
National Life Insurance Company.)


HOW DO I PURCHASE THE ALLOCATOR 2000 ANNUITY?
You must  complete our  application  form and submit it to us for approval  with
your first Premium  Payment.  Acceptance is subject to our rules, and we reserve
the right to reject  any  application  or  Premium  Payment.  The  Policy can be
purchased  with a minimum  Premium  Payment of $300 the first  year.  Additional
Premium Payments must be at least $30.00.  If you wish to make automatic monthly
payments  into  your  annuity,  you may  enroll in our  pre-authorized  checking
account  program (CAM).  Under this program,  monthly  Premium  Payments will be
deducted from your checking account.

After you've purchased the Policy, you have a right to a "free look" which gives
you 10 days to change your mind without the imposition of a Surrender Charge. If
you  decide you don't  want the  policy,  we will void the policy and refund the
Policy Account Value (or the Premium  Payments made to that point where required
by state law).

WHAT IS AN INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY?
The Policy is an individual  flexible premium deferred variable  annuity.  It is
designed for  tax-deferred  retirement  investing by individuals.  The Policy is
available for both qualified and  non-qualified  retirement plans. As a deferred
annuity it has two time  periods,  the  Accumulation  Period and the time period
after the Maturity Date. During the Accumulation Period earnings accumulate on a
tax-deferred  basis and are  taxed as income  when  withdrawn.  During  the time
period after the Maturity  Date and during the  lifetime of the  Annuitant,  you
receive payments under the Annuity Payment Option selected.

Your Policy is "variable"  because the Policy  Account Value is not  guaranteed.
The Policy Account Value will vary with your investment  experience.  The Policy
Account Value on the Maturity Date along with the payment  option chosen will be
used to determine the amount of your annuity payments.


HOW WILL MY POLICY ACCOUNT VALUE BE DETERMINED?
Your Premium  Payments are  invested in one or more of the  Sub-accounts  of the
Variable  Account or  allocated to the Fixed  Account,  as you instruct us. Your
Policy  Account  Value  is the  sum of  the  values  of  your  interests  in the
Sub-accounts of the Variable Account,  plus the value in the Fixed Account. Your
Policy  Account  Value  will  depend  on  the  investment   performance  of  the
Sub-accounts, and the amount of interest we credit to the Fixed Account, as well
as the Net Premium Payments,  partial  withdrawals,  and charges assessed.  Each
Sub-account will invest in a single investment portfolio of a mutual fund. These
Portfolios  offer a wide  range  of  investment  options  from  conservative  to
aggressive  and from  Government  Bond to  international.  You  bear the  entire
investment risk on your Variable  Account Value.  The investment  strategies and
risks of each Portfolio are described in the  accompanying  prospectuses for the
Portfolios.


WHAT ANNUITY PAYMENT OPTIONS DOES THE CONTRACT OFFER?
You have the right to elect or change any of the Annuity  Payment Options listed
below, any time before the Maturity Date, or elect to receive a lump sum:


                             ALLOCATOR 2000 ANNUITY
                                        1

<PAGE>



    Interest  for Life.  We will pay  interest  on the amount  retained  for the
    lifetime  of the  Annuitant.  At the  Annuitant's  death,  we  will  pay the
    principal amount to the Beneficiary or as otherwise agreed.

    Interest for a Fixed Period. We will pay interest on the retained amount for
    a fixed  period of not more than 30 years.  At the end of the period we will
    pay the principal amount to you or as otherwise agreed.

    Payments for a Fixed Period. We will pay the amount retained, with interest,
    in equal monthly payments for a period of not more than 30 years. The amount
    of each payment will be based on a payment schedule set forth in the Policy.

    Payments of a Fixed Amount. We will pay the amount retained,  with interest,
    in equal  payments,  until the amount  retained  has been paid in full.  The
    total payments in any year must be at least 5% of the amount retained.

    Life  Income.  We will pay the  amount  retained  in  monthly  installments,
    adjusted  to reflect the  crediting  of interest as set forth in the Policy,
    for the guaranteed  period  elected and continuing  during the lifetime of a
    person  you  designate.  You may  elect to have no  guaranteed  period  or a
    guaranteed  period f 5, 10,  or 25  years,  or the  period n which the total
    payments  would equal the amount  retained (an  installment  refund).  If no
    guaranteed period is elected, only one payment will be made if the Annuitant
    dies before the second  payment is made,  only two payments  will be made if
    the Annuitant dies before the third payment is made, and so on.

You may select the date to  annuitize  the  Policy.  A Maturity  Date may be the
first day of any calender month. However, you must begin to take payments by the
first full calendar month after the  Annuitant's  90th birthday.  If you fail to
give us a Maturity  Date, we will assume a Maturity Date of the first day of the
calendar month of the Annuitant's 90th birthday.

WHAT ARE MY CHARGES AND DEDUCTIONS UNDER THE POLICY?
ANNUAL POLICY FEE. On each Policy  Anniversary,  we will deduct an annual Policy
Fee of $42.00 which  partially  compensates us for the costs of maintaining  the
Policy. This charge is waived if the Policy Account Value exceeds $50,000 at the
time the Annual  Policy Fee would be imposed.  (See the section on Annual Policy
Fee.)

ANLIC will deduct a daily  Administrative  Expense  Charge from the value of the
net assets of the Variable Account.  This charge will not exceed 0.10% annually.
No  Administrative  Expense  Charge  is  deducted  from the  amount in the Fixed
Account. (See the section on Administrative Expense Charge.)


MORTALITY  AND EXPENSE  RISK  CHARGE.  ANLIC will deduct a daily  Mortality  and
Expense  Risk Charge from the value of the net assets of the  Variable  Account.
For the  first 15  years of your  Policy,  this  charge  is at the rate of 1.25%
annually.  Beginning  in the 16th Policy  year,  this charge is reduced by 0.05%
annually  until it reaches  0.50%  annually in Policy year 30; the rate  remains
level thereafter. No Mortality and Expense Risk Charge will be deducted from the
amount in the Fixed Account.


SURRENDER  CHARGE.  The Surrender Charges will vary depending upon the number of
Policy  Anniversaries  that have passed  since the Receipt of Premium  Payments.
(See the section on Surrender Charge.)


     POLICY ANNIVERSARIES SINCE RECEIPT           SURRENDER CHARGE
             OF PREMIUM PAYMENT                         RATE
             ------------------                         ----
                      0                                  8%
                      1                                  8%
                      2                                  8%
                      3                                  6%
                      4                                  4%
                  5 or more                             None


                             ALLOCATOR 2000 ANNUITY
                                        2

<PAGE>



PREMIUM TAXES. We will deduct a charge for premium taxes, if any, when incurred.
Depending on state and local law,  premium  taxes can be incurred when a Premium
Payment is accepted,  when Policy  Account Value is withdrawn or  surrendered or
when annuity payments start.


INVESTMENT  ADVISORY  FEE.  Policy Owners who choose to allocate Net Premiums to
one  or  more  of the  Sub-accounts  will  also  bear a pro  rata  share  of the
Investment  advisory fee paid by each of the investment  portfolios in which the
various  Sub-accounts  invest.  No such fees are assessed against amounts in the
Fixed Account. (See the section on Fund Expenses.)

HOW DOES THE INVESTMENT COMPONENT OF MY ALLOCATOR 2000 POLICY WORK?
ANLIC has  established  the Variable  Account,  which is separate from all other
assets of ANLIC,  as a vehicle to  receive  and invest  premiums  received  from
Allocator 2000. The Variable Account is divided into separate Sub-accounts. Each
Sub-account  invests  exclusively in shares of one of the investment  portfolios
available through  Allocator 2000. In the initial  application Each Policy Owner
may  allocate  Net  Premiums to one or ore  Investment  Options.  In the initial
application.  These  allocations may be changed,  without  charge,  by notifying
ANLIC's  Service   Office.   The  aggregate  value  of  your  interests  in  the
Sub-accounts  and the Fixed Account will  represent the Policy  Account Value of
your Allocator 2000 Policy. (See the section on Policy Account Value.)

WHAT INVESTMENT OPTIONS ARE AVAILABLE THROUGH THE ALLOCATOR 2000 POLICY?
The Investment  Options  available  through Allocator 2000 include 25 investment
portfolios,  each of which is a separate series of a mutual fund from: The Alger
American Fund; Calvert Variable Series, Inc.; BT Insurance Funds Trust; Variable
Insurance Products Fund; Variable Insurance Products Fund II; Franklin Templeton
Variable Insurance Products Trust;  Neuberger Berman Advisers  Management Trust;
Oppenheimer Variable Account Funds; and Van Eck Worldwide Insurance Trust. These
Portfolios are:

Alger American Growth  Portfolio
Alger American  MidCap Growth  Portfolio
Alger American Small  Capitalization  Portfolio
Calvert Social Money Market Portfolio
Calvert  Social  Small  Cap  Growth  Portfolio
Calvert  Social  Mid Cap  Growth Portfolio
Calvert Social  International Equity Portfolio
Calvert Social Balanced Portfolio
Bankers Trust Equity 500 Index Fund
Bankers Trust Small Cap Index Fund
Bankers Trust EAFE Equity Index Fund
Fidelity VIP Equity-Income: Service Class 2
Fidelity VIP High Income:  Service Class 2
Fidelity VIP II  Contrafund:  Service Class  2
Templeton  Asset  Strategy  Fund -  Class  2
Templeton  International Securities Fund - Class 2
Neuberger Berman Advisers Management Trust Limited Maturity Bond Portfolio
Neuberger Berman Advisers Management Trust Growth Portfolio
Neuberger Berman Advisers Management Trust Partners Portfolio
Oppenheimer  Aggressive Growth Fund/VA
Oppenheimer Capital  Appreciation Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Strategic Bond Fund Strong/VA
Van Eck Worldwide Hard Assets Fund

Details about the  investment  objectives  and policies of each of the available
investment Portfolios,  including management fees and expenses, are found in The
Portfolios  section  of this  prospectus.  You may also  elect to  allocate  Net
Premium Payments to ANLIC's Fixed Account.


ARE THERE ANY RISKS INVOLVED IN OWNING AN ALLOCATOR 2000 POLICY?
Yes. Over the life of your Allocator 2000 Policy,  the Sub-accounts to which you
allocate your premiums will

                             ALLOCATOR 2000 ANNUITY
                                        3

<PAGE>


fluctuate with changes in the stock market and overall economic  factors.  These
fluctuations  will be reflected in the Variable  Account Value of your Allocator
2000 Policy and may result in loss of principal.  For this reason,  the purchase
of an Allocator 2000 Policy may not be suitable for all individuals.  It may not
be  advantageous  to purchase an Allocator  2000 Policy for  retirement or other
long-term capital accumulation purposes.


WHAT IS THE DEATH BENEFIT UNDER THE POLICY ?
The Policy  provides a Death Benefit if you (Owner) or a Joint Owner dies before
the Maturity Date while the Policy is in force.  The Death Benefit is guaranteed
not to be less than the greater of the Policy  Account  Value or the  cumulative
premium  payments you have made less the cumulative  withdrawals you have taken.
In addition,  up to Owner age 75 we guarantee that the Death Benefit will not be
less than the Minimum  Guaranteed Death Benefit which is described later in this
prospectus. (See the section on Death Benefit.)


WHO CAN I CONTACT FOR MORE INFORMATION CONCERNING THE ALLOCATOR 2000 ANNUITY?
You can contact  your  Registered  Representative  or you can write to us at our
Administrative  Office,  Acacia National Life Insurance Company, P.O. Box 79574,
Baltimore, MD 21279-0574 or telephone 1-800-369-9407.


                             ALLOCATOR 2000 ANNUITY
                                        4

<PAGE>



                           SUMMARY OF FEES AND CHARGES

     The  following  information summarizes the fees and charges  payable by the
     Owner of a Policy:

     Owner transaction expenses:

        Surrender Charge - on premiums paid only   Maximum 8.00%

                    YEAR                                  %
                    ----                                 --
                      1                                   8%
                      2                                   8%
                      3                                   8%
                      4                                   6%
                      5                                   4%
                      6                                   0%

        Transfer fee                                      $ 0.00
        Annual Policy Fee                                 $42.00

    Variable Account annual expenses (as a percentage of average Variable
    Account Value)
        Maximum Mortality and Expense Risk Charge       1.25%
        Administrative Expense Charge                   0.10%
                                                        -----
        Total Variable Account Annual Expenses:         1.35%




                             ALLOCATOR 2000 ANNUITY
                                        5

<PAGE>

<TABLE>
<CAPTION>


                            PORTFOLIO ANNUAL EXPENSES
           (EXPRESSED AS A PERCENTAGE OF NET ASSETS OF EACH PORTFOLIO)

                                                              OTHER         TOTAL PORTFOLIO
    PORTFOLIO                             MANAGEMENT FEES    EXPENSES       ANNUAL EXPENSES
<S>                                          <C>              <C>                 <C>
Alger American Growth Portfolio               0.75%            0.04%               0.79%

Alger American MidCap Growth Portfolio        0.80%            0.04%               0.84%

Alger American Small Capitalization Portfolio 0.85%            0.04%               0.89%

Calvert Social Money Market Portfolio         0.50%            0.16%               0.66%1/

Calvert Social Small Cap Growth Portfolio     1.00%            0.33%               1.33%1/

Calvert Social Mid Cap Growth Portfolio       0.90%            0.16%               1.06%1/

Calvert Social International Equity Portfolio 1.10%            0.70%               1.80%2/

Calvert Social Balanced Portfolio             0.70%            0.18%               0.88%1/


Bankers Trust Equity 500 Index Fund

Bankers Trust Small Cap Index Fund

Bankers Trust EAFE Equity Index Fund

Fidelity VIP Equity-Income: Service Class 2

Fidelity VIP High Income: Service Class 2

Fidelity VIP II Contrafund: Service Class 2

Templeton Asset Strategy Fund - Class 2

Templeton International Securities Fund - Class 2


Neuberger Berman Advisers Management Trust
    Limited  Maturity Bond Portfolio          0.65%            0.11%               0.76%

Neuberger Berman Advisers Management
    Trust Portfolio                           0.83%            0.09%               0.92%


Neuberger Berman Advisers ManagementTrust
    Partners Portfolio


Oppenheimer Aggressive Growth Fund/VA         0.69%            0.02%               0.71%

Oppenheimer Capital Appreciation Fund/VA      0.72%            0.03%               0.75%

Oppenheimer Main Street Growth &
    Income Fund/VA                            0.74%            0.05%               0.79%

Oppenheimer High Income Fund/VA               0.74%            0.04%               0.78%

Oppenheimer Strategic Bond Fund/VA            0.74%            0.06%               0.80%

Van Eck Worldwide Hard Assets Fund            1.00%            0.20%               1.20%
- --------
</TABLE>

1/ The  figures  are based on  expenses  for  fiscal  year  1998,  and have been
   restated to reflect the  elimination  of the  performance  adjustment  in CVS
   Balanced and Mid Cap  Portfolios.  The  restatement  includes the addition of
   0.01% to both portfolios.

2/ Total expenses are presented net of expense waivers and  reimbursements.  For
   the CVS International Equity Portfolio, total expenses are 1.65% and expenses
   reimbursed  0.15% therefore  gross expenses are 1.80%.  There were no expense
   waivers or reimbursements in any other CVS Portfolios.

"Other  Expenses"  reflect an indirect fee. Net fund  operating  expenses  after
reductions  for fees paid  indirectly  (again  restated for CVS Balanced and Mid
Cap) would be 0.86% for CVS Balanced, 1.01% for CVS Mid Cap, 0.63% for CVS Money
Market, 1.56% for CVS International Equity and 1.12% for CVS Small Cap.

                             ALLOCATOR 2000 ANNUITY
                                        6

<PAGE>




    The purpose of the following  tables is to assist you in  understanding  the
various  costs and  expenses  that you will bear  directly and  indirectly.  The
tables  reflect  charges and  expenses of the  Variable  Account and charges and
expenses of the Portfolios for the year ended December 31, 1999; the Portfolios'
charges  and  expenses  for  future  years  may be  higher  or  lower.  For more
information  on the  charges  summarized  in  these  tables,  see  "Charges  and
Deductions," and the Prospectuses for the Funds. In addition,  premium taxes may
be applicable.

    EXAMPLE.  If you  surrender  or  annuitize  your  Policy  at the  end of the
applicable  time  period,  you  would  pay the  following  expenses  on a $1,000
investment, assuming 5% annual return on assets:



PORTFOLIO                                  1 YEAR   3  YEARS  5 YEARS   10 YEARS
- -----------------                          -------- -------- ---------  --------

Alger American Growth                        $ 99     $137       $138      $212
Alger American Small-Cap                     $100     $140       $144      $223
Alger American MidCap Growth                 $ 99     $139       $141      $217
Calvert Social Money Market                  $ 97     $133       $132      $198
Calvert Social Small Cap                     $104     $154       $166      $268
Calvert Social Mid Cap                       $101     $146       $152      $240
Calvert Social International Equity          $109     $168       $189      $314
Calvert Social Balanced                      $ 99     $140       $143      $221
Bankers Trust Equity 500 Index
Bankers Trust Small Cap Index
Bankers Trust EAFE Equity Index
Fidelity VIP Equity-Income: Service Class 2
Fidelity VIP High Income: Service Class 2
Fidelity VIP II Contrafund: Service Class 2
Templeton Asset Strategy  - Class 2
Templeton International Securities  - Class 2
Neuberger Berman Lim Mat Bond                $ 98     $136       $137      $209
Neuberger Berman Growth                      $100     $141       $145      $226
Neuberger Berman Partners

Oppenheimer High Income Fund/VA              $ 98     $137       $138      $211
Oppenheimer Strategic Bond Fund/VA           $ 99     $138       $139      $213
Oppenheimer Aggressive Growth Fund/VA        $ 98     $135       $134      $203
Oppenheimer Capital Appreciation Fund/VA     $ 98     $136       $136      $208
Oppenheimer Main Street Growth &
  Income Fund/VA                             $ 99     $137       $138      $212
Van Eck Worldwide Hard Assets                $103     $150       $159      $255



                             ALLOCATOR 2000 ANNUITY
                                        7

<PAGE>




    If you do not  surrender  or  annuitize  your  Policy,  you  would  pay  the
following expenses on a $1,000 Investment, assuming 5% annual return on assets:


PORTFOLIO                                  1 YEAR   3 YEARS  5 YEARS    10 YEARS
- -----------------                          -------- ------- ---------   --------

Alger American Small-Cap                     $ 20     $ 60      $104       $223
Alger American MidCap Growth                 $ 19     $ 59      $101       $217
Calvert Social Money Market                  $ 17     $ 53      $ 92       $198
Calvert Social Small Cap                     $ 24     $ 74      $126       $268
Calvert Social Mid Cap                       $ 21     $ 66      $112       $240
Calvert Social International Equity          $ 29     $ 88      $149       $314
Calvert Social Balanced                      $ 19     $ 60      $103       $221
Bankers Trust Equity 500 Index
Bankers Trust Small Cap Index
Bankers Trust EAFE(R)Equity Index
Fidelity VIP Equity-Income: Service Class 2
Fidelity VIP High Income: Service Class 2
Fidelity VIP II Contrafund(R): Service Class 2
Templeton Asset Strategy  - Class 2
Templeton International Securities  - Class 2
Neuberger Berman Lim Mat Bond                $ 18     $ 56      $ 97       $209
Neuberger Berman Growth                      $ 20     $ 61      $105       $226
Neuberger Berman Partners

Oppenheimer High Income Fund/VA              $ 18     $ 57      $ 98       $211
Oppenheimer Strategic Bond Fund/VA           $ 19     $ 58      $ 99       $213
Oppenheimer Aggressive Growth Fund/VA        $ 18     $ 55      $ 94       $203
Oppenheimer Capital Appreciation Fund/VA     $ 18     $ 56      $ 96       $208
Oppenheimer Main Street Growth &
   Income Fund/VA                            $ 19     $ 57      $ 98       $212
Van Eck Worldwide Hard Assets Fund           $ 23     $ 70      $119       $255

In  addition,  ANLIC  will  deduct a charge  for  premium  taxes  when  they are
incurred.

THESE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  REPRESENTATIONS  OF PAST OR  FUTURE
EXPENSES AND THE ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

The examples are based on an  anticipated  average  initial  Premium  Payment of
approximately $25,000 and a pro rata portion of the Annual Policy Fee of $42.



                             ALLOCATOR 2000 ANNUITY
                                        8

<PAGE>



                         CONDENSED FINANCIAL INFORMATION



   The Accumulation  Unit Value as of the start date for each Sub-Account  (when
the Sub-account was first available for Policies offered by this prospectus) and
the Accumulation Unit Values and the number of accumulation units outstanding on
December  31,  1999,  1998,  and  1997  are  as  follows  (Units  are  shown  in
thousands.):
<TABLE>
<CAPTION>

                                         ACCUMULATION   ACCUMULATION    NUMBER OF
                                          UNIT VALUE     UNIT VALUE   ACCUMULATION
                                             AS OF          AS OF      UNITS AS OF
      SUBACCOUNT                          START DATE*    DECEMBER 31   DECEMBER 31      YEAR
      ----------                          -----------    -----------   -----------      ----
<S>                                          <C>            <C>             <C>         <C>
Alger American Growth Portfolio                                                          1999
                                                            20.31         215,879        1998
                                                            13.71         132,282        1997
                                             10.00          10.91          26,933        1996

Alger American MidCap Growth Portfolio                                                   1999
                                                            16.14         102,971        1998
                                                            12.39          64,878        1997
                                             10.00          10.77          12,949        1996

Alger American Small Capitalization Portfolio                                            1999
                                                            13.26         243,767        1998
                                                            11.48         132,551        1997
                                             10.00          10.30          27,028        1996

Calvert Social Money Market Portfolio                                                    1999
                                                             1.12      51,704,121        1998
                                                             1.07       1,140,175        1997
                                              1.00           1.02         137,527        1996

Calvert Social Small Cap Growth Portfolio                                                1999
                                                             9.16          39,943        1998
                                                             9.76          31,049        1997
                                             10.00          10.84           5,157        1996

Calvert Social Mid Cap Growth Portfolio                                                  1999
                                                            16.15          59,588        1998
                                             10.00          12.44           7,302        1997

Calvert Social International Equity Portfolio                                            1999
                                                            13.06          63,614        1998
                                             10.00          11.02           7,669        1997

Calvert Social Balanced Portfolio                                                        1999
                                                             5.15          71,077        1998
                                                            13.03          39,756        1997
                                             10.00          10.85             646        1996

Bankers Trust Equity 500 Index Fund             -              -               -         1999

Bankers Trust Small Cap Index Fund              -              -               -         1999

Bankers Trust EAFE(R)Equity Index Fund          -              -               -         1999

Fidelity VIP Equity-Income: Service Class 2     -              -               -         1999

Fidelity VIP High Income: Service Class 2       -              -               -         1999

Fidelity VIP II Contrafund(R): Service Class 2  -              -               -         1999

Templeton Asset Strategy Fund - Class 2         -              -               -         1999

Templeton International
  Securities Fund - Class 2                     -              -               -         1999



                             ALLOCATOR 2000 ANNUITY
                                        9

<PAGE>


Neuberger Berman Advisers Management
  Trust Limited Maturity Bond Portfolio                                                  1999
                                                            11.49         447,966        1998
                                                            11.01         240,629        1997
                                             10.00          10.32          33,612        1996

Neuberger Berman Advisers Management
  Trust Growth Portfolio                                                                 1999
                                                            16.33         169,192        1998
                                                            14.13         100,057        1997
                                             10.00          10.96          24,534        1996

Neuberger Berman Advisers Management
  Trust Partners Portfolio                    -              -                 -         1999

Oppenheimer Aggressive Growth Fund/VA                                                    1999
                                                            14.08         142,725        1998
                                             10.00          12.53          60,337        1997

Oppenheimer Capital Appreciation Fund/VA                                                 1999
                                                            15.00         264,865        1998
                                             10.00          12.10         120,465        1997

Oppenheimer Main Street Growth &
  Income Fund/VA                                                                         1999
                                                            13.44         171,939        1998
                                             10.00          12.84          38,357        1997

Oppenheimer High Income Fund/VA                                                          1999
                                                            11.15         121,519        1998
                                             10.00          11.12          46,452        1997

Oppenheimer Strategic Bond Fund/VA                                                       1999
                                                            11.08           7,232        1998
                                             10.00          10.77           6,641        1997

Van Eck Worldwide Hard Assets Fund                                                       1999
                                                             7.14         133,906        1998
                                                            10.34          53,425        1997
                                             10.00          10.52          10,740        1996

</TABLE>



*Date of commencement of operations of the Alger American Growth Portfolio,  the
Alger American MidCap Growth Portfolio,  the Alger American Small Capitalization
Portfolio,  the Calvert Social Money Market Portfolio,  the Calvert Social Small
Cap Growth  Portfolio,  the Calvert  Social  Balanced  Portfolio,  the Neuberger
Berman Advisers Management Trust Limited Maturity Bond Portfolio,  the Neuberger
Berman Advisers  Management  Trust Growth  Portfolio,  and the Van Eck Worldwide
Hard Assets Fund is 8/26/96.  Date of  commencement of operations of the Calvert
Social  Mid Cap  Growth  Portfolio,  the  Calvert  Social  International  Equity
Portfolio,  the Oppenheimer Aggressive Growth Fund, the Oppenheimer Growth Fund,
the Oppenheimer  Growth & Income Fund, the Oppenheimer High Income Fund, and the
Oppenheimer  Strategic  Bond Fund is 5/1/97.  The start date for  Bankers  Trust
Equity 500 Index Fund,  Bankers  Trust Small Cap Index Fund,  Bankers Trust EAFE
Equity Index Fund,  Fidelity VIP  Equity-Income:  Service  Class 2, Fidelity VIP
High Income:  Service  Class 2,  Fidelity VIP II  Contrafund:  Service  Class 2,
Neuberger Berman Advisers Management Trust Partners  Portfolio,  Templeton Asset
Strategy Fund - Class 2, and Templeton  International  Securities Fund - Class 2
is 5/1/2000.




                             ALLOCATOR 2000 ANNUITY
                                       10

<PAGE>




                         ANLIC AND THE VARIABLE ACCOUNT

ACACIA NATIONAL LIFE INSURANCE COMPANY
    Acacia National Life Insurance  Company  ("ANLIC") is a stock life insurance
company  organized in the  Commonwealth of Virginia.  ANLIC was  incorporated on
December  9, 1974.  ANLIC is  principally  engaged in  offering  life  insurance
policies  and annuity  contracts.  ANLIC is admitted to do business in 46 states
and the District of Columbia.

    ANLIC  is a  wholly  owned  subsidiary  of  Acacia  Life  Insurance  Company
("Acacia"),  a District of Columbia  stock  company.  Acacia is wholly  owned by
Ameritas  Holding  Company,  a  subsidiary  of Ameritas  Acacia  Mutual  Holding
Company, a Nebraska mutual insurance holding company. The Administrative Offices
of both ANLIC and  Acacia  are at 5900 "O"  Street,  P.O.  Box  81889,  Lincoln,
Nebraska  68501.  ANLIC's  telephone  number is  888-837-  6791 and its  website
address is www.acaciagroup.com.

    Acacia Life also owns all of the outstanding  stock of the Acacia  Financial
Corporation,  a holding  company,  which  owns all of the  stock of the  Calvert
Group, Ltd. ("Calvert"), which in turn owns The Advisors Group, Inc. and Calvert
Asset  Management  Company,  Inc.,  the investment  adviser of Calvert  Variable
Series,  Inc.,  a series of Funds  available  under the  Policies.  The Advisors
Group,  Inc. is the  principal  underwriter  for the Policies  described in this
Prospectus.  The  Advisors  Group,  Inc.  sells shares of other mutual funds and
other  securities,  and may also sell variable annuity or variable life policies
of other issuers.

    On January 1, 1999,  Ameritas Mutual Insurance  Holding Company,  a Nebraska
mutual insurance holding company and Acacia Mutual Insurance Holding Company,  a
District of  Columbia  mutual  holding  corporation  merged and became  Ameritas
Acacia Mutual Holding Company  ("Ameritas  Acacia") a Nebraska mutual  insurance
holding  company.   Both  Ameritas  Acacia  and  Ameritas  Holding  Company,  an
intermediate  holding company, are organized under the Nebraska Mutual Insurance
Holding Company Act.  Ameritas Acacia and its  subsidiaries  had total assets at
December  31,  1999 of over $____  billion and Acacia and its  subsidiaries  had
total assets as of December 31, 1999 of $____ billion.


THE VARIABLE ACCOUNT
    Acacia  National   Variable  Annuity  Separate  Account  II  (the  "Variable
Account") was  established by ANLIC as a separate  account on November 30, 1995.
The Variable Account will receive and invest the net Premium Payments paid under
this Policy.

    Although the assets of the Variable  Account are the property of ANLIC,  the
Code of Virginia under which the Variable Account was established  provides that
the assets in the Variable  Account  attributable  to the Policies are generally
not chargeable  with  liabilities  arising out of any other business which ANLIC
may conduct.

    The  Variable  Account  is  currently  divided  into 25  Sub-accounts.  Each
Sub-account invests exclusively in shares of a single Portfolio of a registered,
open end investment  management company (a "Fund" or the "Funds"  collectively).
Income and both realized and unrealized  gains or losses from the assets of each
Sub-account  of the  Variable  Account are  credited to or charged  against that
Sub-account without regard to income, gains or losses from any other Sub-account
of the Variable  Account or arising out of any other business ANLIC may conduct.
Each   Sub-account   reinvests   all  dividends  and  income  and  capital  gain
distributions declared by the Portfolio.

    The Variable  Account is  registered  as a unit  investment  trust under the
Investment  Company Act of 1940, as amended (the "1940 Act").  Registration with
the SEC does not involve  supervision of the management or investment  practices
or policies of the Variable Account or ANLIC by the SEC.

                             ALLOCATOR 2000 ANNUITY
                                       11

<PAGE>



                                 THE PORTFOLIOS

    THE INVESTMENT  OBJECTIVES OF EACH OF THE  PORTFOLIOS ARE SUMMARIZED  BELOW.
THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE. MORE
DETAILED INFORMATION ABOUT THE PORTFOLIOS, INCLUDING A DESCRIPTION OF THE RISKS,
MAY BE FOUND IN THE PROSPECTUS  FOR EACH OF THE PORTFOLIOS  WHICH MUST ACCOMPANY
OR PRECEDE THIS PROSPECTUS.  IN ADDITION,  THE VARIABLE ACCOUNT PURCHASES SHARES
OF EACH PORTFOLIO SUBJECT TO THE TERMS OF THE PARTICIPATION  AGREEMENTS  BETWEEN
ANLIC AND THE FUNDS.  COPIES OF THOSE  AGREEMENTS HAVE BEEN FILED AS EXHIBITS TO
THE REGISTRATION  STATEMENT FOR THE VARIABLE  ACCOUNT.  EACH OF THE FUNDS HAS OR
MAY HAVE ADDITIONAL PORTFOLIOS THAT ARE NOT AVAILABLE TO THE VARIABLE ACCOUNT.

THE ALGER AMERICAN FUND
    The  Variable  Account has three  Sub-accounts  that invest  exclusively  in
shares of the Alger American Fund. The LargeCap Growth  Sub-account,  the MidCap
Growth  Sub-account  and the  SmallCap  Growth  Sub-account  invest in the Alger
American Growth Portfolio,  the Alger American MidCap Growth Portfolio,  and the
Alger  American  Small  Capitalization  Portfolio,  respectively,  of the  Alger
American Fund.


    The Alger  American  Growth  Portfolio  seeks to provide  long-term  capital
appreciation.  It  invests  in equity  securities,  such as common or  preferred
stocks,  or securities  convertible into or exchangeable for equity  securities,
including  warrants  and  rights,  primarily  of  companies  with  total  market
capitalization of $1 billion or greater.

    The Alger  American  MidCap  Growth  Portfolio  seeks to  provide  long-term
capital  appreciation.  It  invests  in  equity  securities,  such as  common or
preferred  stocks,  or securities  convertible  into or exchangeable  for equity
securities,  including  warrants and rights.  Except during temporary  defensive
period,  the  Portfolio  invests  at least  65% of its  total  assets  in equity
securities,  of companies that, at the time of purchase of the securities,  have
total market  capitalization within the range of companies included in the S & P
MidCap 400 index.

    The Alger American Small Capitalization Portfolio seeks to provide long-term
capital  appreciation.  It  invests  in  equity  securities,  such as  common or
preferred  stocks,  or securities  convertible  into or exchangeable  for equity
securities,  including  warrants and rights.  Except during temporary  defensive
period,  the  Portfolio  invests  at least  65% of its  total  assets  in equity
securities,  of companies that, at the time of purchase of the securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index.

    Fred  Alger  Management,  Inc.  serves as  investment  manager  to the Alger
American Fund.


CALVERT VARIABLE  SERIES, INC.
    The Variable Account has five Sub-accounts that invest exclusively in shares
of Calvert  Variable  Series,  Inc.. The Social Money Market,  Social  Strategic
Growth, Social Managed Growth, Social Global and Social Balanced Sub-accounts of
the  Variable  Account  invest in  shares of the  Calvert  Social  Money  Market
Portfolio, the Calvert Social Small Cap Growth Portfolio, the Calvert Social Mid
Cap Growth Portfolio, the Calvert Social International Equity Portfolio, and the
Calvert Social Balanced  Portfolio,  respectively,  of Calvert  Variable Series,
Inc.  Calvert  Variable  Series,  Inc.  is one of  eight  registered  investment
companies in the Calvert Group, Ltd. Funds ("Calvert"). Calvert is a second tier
holly-owned subsidiary of Acacia Life. Calvert is the sponsor of the Fund.

    These  Portfolios  seek to achieve  competitive  returns  while  encouraging
responsible  corporate conduct.  The Portfolios look for enterprises that make a
significant  contribution  to society through their products and the way they do
business.  Each proposed portfolio  investment that is deemed financially viable
is then  screened  according  to the stated  social  criteria of the  particular
Portfolio.  Investments  must,  in the judgment of the  investment  adviser,  be
consistent with these criteria.  It should be noted that the Portfolios'  social
criteria tend to limit the availability of investment opportunities more than is
customary  with  other  investment  portfolios.  (See the  individual  Portfolio
Prospectuses for a complete description of each social screen).

    The Calvert  Social  Money Market  Portfolio  ("CS Money  Market")  seeks to
provide the highest level of current income,  consistent with liquidity,  safety
and security of capital,  by investing  in money market  instruments,  including
repurchase  agreements with recognized  securities  dealers and banks secured by
such instruments,

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selected in accordance with the Portfolios'  investment and social criteria.  CS
Money Market attempts to maintain a constant net asset value of $1.00 per share.
There can be no assurance  that the Portfolio will maintain a constant net asset
value of $1.00 per share.  An investment in the Portfolio is neither insured nor
guaranteed by the United States government.

    Calvert  Social Small Cap Growth ("CS Small Cap") seeks,  with a concern for
social impact to achieve long-term capital  appreciation by investing  primarily
in the  equity  securities  of small  companies  publicly  traded in the  United
States.  In seeking capital  appreciation,  the Portfolio  invests  primarily in
equity securities of small  capitalized  growth companies that have historically
exhibited exceptional growth  characteristics and that in the advisor's opinion,
have strong earnings potential relative to the U.S. market as a whole.

    CS  Small  Cap  may  invest  up to 35% of its  assets  in  debt  securities,
excluding  money  market  instruments.  These  debt  securities  may  consist of
investment-grade   obligations  and  junk  bonds.  (See  "The  Portfolios  Risks
Attendant to Investments in Junk Bonds.")

    Calvert  Social Mid Cap  Growth  ("CS Mid Cap")  seeks to provide  long-term
capital appreciation by investing primarily in a nondiversified portfolio of the
equity  securities of small- to mid-sized  companies  that are  undervalued  but
demonstrate a potential for growth.

    CS Mid Cap may also invest in debt securities and may invest up to 5% of its
assets in non-investment grade securities (See "The Portfolios - Risks Attendant
to  Investments  in  Junk  Bonds.")  and  up to 25% of  its  assets  in  foreign
securities.  (See "The  Portfolios - Risks  Attendant to  Investments in Foreign
Securities.").

    Calvert Social International Equity Portfolio ("CS International")  seeks to
provide a high return consistent with reasonable risk by investing  primarily in
a globally diversified portfolio of equity securities. The Portfolio seeks total
return through a globally diversified investment portfolio.

    Under normal circumstances, CS International will invest at least 65% of its
assets in the securities of issuers in no less than three countries,  other than
the United  States (See "The  Portfolios  - Risks  Attendant to  Investments  in
Foreign  Securities.")  As an operating  policy,  the  portfolio  will limit its
investment  in  securities  of  U.S.  issuers  to  5%  of  its  net  assets.  CS
International  may also purchase unrated debt securities and may invest up to 5%
of its  assets  in  non-investment  grade  bonds.  (See  "The  Portfolios  Risks
Attendant to Investments in Junk Bonds.")

    Calvert Social Balanced  Portfolio ("CS Balanced")  seeks to achieve a total
return  above the rate of  inflation  through an actively  managed  portfolio of
stocks,  bonds and money market  instruments  (including  repurchase  agreements
secured by such  instruments)  selected  with a concern for the  investment  and
social impact of each investment.

    CS Balanced may invest up to 20% of its assets in non-investment  grade debt
obligations   ("junk  bonds").   (See  "The  Portfolios  -  Risks  Attendant  to
Investments in Junk Bonds.")

    Calvert Asset Management Company,  Inc. ("CAM") is the investment adviser to
all the  Portfolios  of Calvert  Variable  Series,  Inc..  CAM is a wholly owned
subsidiary of Calvert which is in turn a second tier wholly owned  subsidiary of
Acacia Life.  Pursuant to its  investment  advisory  agreement,  CAM manages the
investment and  reinvestment  of the assets of each Portfolio and is responsible
for the  overall  business  affairs of each  Portfolio.  Calvert  Administrative
Services,  an  affiliate  of  CAM,  provides  administrative  services  to  each
Portfolio and is paid a fee by CAM of a percentage of net assets per year.

    On behalf of CS International,  CAM has entered into a subadvisory agreement
with Murray  Johnstone  International,  Ltd.  ("Murray  Johnstone")  of Glascow,
Scotland,  which has its principal U.S.  office in Chicago,  Illinois,  and is a
wholly-owned  subsidiary of United Asset  Management  Company.  Murray Johnstone
manages the investment and reinvestment of assets of CS International,  although
CAM may manage part of CS  International's  cash reserves required for liquidity
purposes.


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    On behalf of CS Balanced,  CAM has entered into a subadvisory agreement with
United States Trust Company of Boston, a Massachusetts chartered commercial bank
with full  trust  powers.  On behalf of CS Small  Cap,  CAM has  entered  into a
subadvisory agreement with Awad & Associates of New York. The subadvisers manage
the investment and reinvestment of the assets of the Portfolio, although CAM may
screen  potential  investments for  compatibility  with the  Portfolio's  social
criteria.  CAM  continuously  monitors  and  evaluates  the  performance  of the
subadvisers.


BT INSURANCE FUNDS TRUST
    The  Variable  Account has three  Sub-accounts  that invest  exclusively  in
shares of Portfolios of BT Insurance  Funds.  The Equity 500 Index  Sub-account,
Small Cap Index Sub-account,  and EAFE Equity Index Sub-account invest in shares
of the Equity 500 Index Fund,  Small Cap Index Fund, and EAFE Equity Index Fund,
respectively, of Deutsche.

    The  Equity 500 Index Fund  seeks to match,  before  expenses,  the risk and
return  characteristics  of the  Standard and Poor's 500  Composite  Stock Price
("S&P 500 Index").  The Fund will invest primarily in common stocks of companies
that  comprise  the S&P  500  Index,  which  emphasizes  stocks  of  large  U.S.
companies. The Fund may also use stock index futures and options.

    The Small Cap Index  Fund  seeks to  match,  before  expenses,  the risk and
return  characteristics  of the Russell  2000 Small Stock Index  ("Russell  2000
Index").  The Fund will invest  primarily  in common  stocks of  companies  that
comprise  the  Russell  2000  Index,  which  emphasizes  stocks  of  small  U.S.
companies. The Fund may also use stock index futures and options.

    The EAFE Equity  Index Fund seeks to match,  before  expenses,  the risk and
return  characteristics  of the Morgan Stanley Capital  International EAFE Index
("EAFE  Index").  The Fund will invest  primarily in common  stocks of companies
that  comprise  the EAFE Index,  which  emphasizes  stocks of companies in major
markets in Europe, Australia and the Far East. The Fund may also use stock index
futures and options.

    Bankers  Trust  Company  serves as  investment  adviser to the BT  Insurance
Funds.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
    The Variable Account has two Sub-accounts that invest  exclusively in shares
of  Portfolios  of  the  Variable   Insurance  Products  Fund  ("VIP")  and  one
Sub-Account  that invests  exclusively  in shares of a Portfolio of the Variable
Insurance  Products  Fund  II  ("VIP  II").   Equity-Income:   Service  Class  2
("Equity-Income")  and High Income:  Service Class 2  ("High-Income")  invest in
shares of the VIP  Equity-Income:  Service Class 2 and VIP High Income:  Service
Class 2 Portfolios,  respectively.  Contrafund:  Service Class 2  ("Contrafund")
invests in shares of the VIP 2 Contrafund: Service Class 2 Portfolio of VIP II.

    Equity-Income  seeks reasonable income. Will also consider the potential for
capital  appreciation.  Seeks a yield which exceeds the  composite  yield on the
securities  comprising  the  Standard & Poor's 500 by  investing at least 65% in
income-producing  equity securities,  which tens to lead to investments in large
cap "value" stocks.

    High  Income  seeks a high level of current  income  while also  considering
growth  of  capital  by  investing  at  least  65%  in  income-producing  equity
securities, which tens to lead to investments in large cap "value" stocks.

    Contrafund seeks long-term  capital  appreciation by investing  primarily in
common stocks and  investing in securities of companies  whose value it believes
is not fully recognized by the public.

    Fidelity  Management & Research Company serves as investment  adviser to VIP
and VIP II.



                             ALLOCATOR 2000 ANNUITY
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<PAGE>



NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

     The Variable  Account has three  Sub-Accounts  that invest  exclusively  in
shares of Portfolios of the Neuberger Berman Advisers  Management Trust ("AMT").
The Limited Maturity Bond, Income and Growth,  and Partners  Sub-accounts of the
Variable Account invest in shares of the Limited Maturity Bond Portfolio, Growth
Portfolio, and Partners Portfolio, respectively, of AMT.


    The  Neuberger  Berman  Limited  Maturity  Bond  Portfolio.  The  investment
objective  of the  Limited  Maturity  Bond  Portfolio  is to provide the highest
current  income  consistent  with  low  risk to  principal  and  liquidity;  and
secondarily,  total return.  Neuberger Berman Limited Maturity Bond invests in a
diversified  portfolio of fixed and variable rate debt  securities  and seeks to
increase  income and  preserve  or enhance  total  return by  actively  managing
average portfolio maturity in light of market conditions and trends.

    The  Neuberger  Berman  Limited   Maturity  Bond  Portfolio   invests  in  a
diversified portfolio of  short-to-intermediate-term  U.S. Government and Agency
securities and debt securities issued by financial  institutions,  corporations,
and  others,   of  at  least  investment   grade.   These   securities   include
mortgage-backed and asset-backed securities,  repurchase agreements with respect
to U.S. Government and Agency securities, and foreign investments. The Neuberger
Berman Limited  Maturity Bond Portfolio may invest up to 5% of its net assets in
municipal  securities  when the portfolio  manager  believes such securities may
outperform other available  issues.  The Portfolio may purchase and sell covered
call and put  options,  interest-rate  futures  contracts,  and options on those
futures  contracts,  and  may  engage  in  lending  portfolio  securities.   The
Portfolio's  dollar-weighted  average  portfolio  maturity  may range up to five
years.

    The Neuberger  Berman Growth Portfolio seeks capital  appreciation,  without
regard to income.  The Neuberger Berman Growth  Portfolio  invests in securities
believed to have the maximum  potential for long-term capital  appreciation.  It
does not seek to invest in securities  that pay  dividends or interest,  and any
such income is incidental.  The Portfolio expects to be almost fully invested in
common stocks,  often of companies  that may be temporarily  out of favor in the
market.  The Portfolios'  aggressive growth investment  program involves greater
risks and share price volatility than programs that invest in more  conservative
securities.  Moreover,  the Portfolio does not follow a policy of active trading
for short-term profits.  Accordingly,  the Portfolio may be more appropriate for
investors  with a  longer-range  perspective.  While the Portfolio  uses the AMT
value-oriented  investment  approach,  when the portfolio  manager believes that
particular securities have greater potential for long-term capital appreciation,
the Portfolio may purchase  such  securities at prices with higher  multiples to
measures of economic  value  (such as  earnings).  In  addition,  the  Portfolio
focuses on  companies  with  strong  balance  sheets and  reasonable  valuations
relative to their growth rates. It also  diversifies  its investments  into many
companies and industries.

     The Neuberger  Berman Partners  Portfolio  seeks capital growth.  Principal
series investments are common stock of mid- to large-cap companies.

     The investment  adviser for the Limited Maturity Bond,  Growth and Partners
Portfolios of AMT is Neuberger Berman Management Incorporated ("NB Management").
NB Management retains Neuberger Berman, L.P., without cost to AMT, as subadviser
to furnish it with  investment  recommendations  and  research  information.  NB
Management  provides  investment  management  services  to each  Portfolio  that
include,  among other things,  making and implementing  investment decisions and
providing  facilities  and  personnel  necessary  to operate the  Portfolio.  NB
Management  provides  administrative  services to each  Portfolio  that  include
furnishing  similar  facilities  and  personnel  for  the  Portfolio.  With  the
Portfolio's  consent,  NB Management is  authorized to  subcontract  some of its
responsibilities under its administration  agreement with the Portfolio to third
parties.

OPPENHEIMER VARIABLE ACCOUNT FUNDS
    The Variable Account has five Sub-accounts that invest exclusively in shares
of  Portfolios  of the  Oppenheimer  Variable  Account  Funds (the  "Oppenheimer
Funds").  The Aggressive Growth,  Capital  Appreciation,  Growth & Income,  High
Income, and Strategic Bond Income Sub-Accounts of the Variable Account invest in
shares of the Aggressive  Growth Fund/VA,  Capital  Appreciation  Fund/VA,  Main
Street Growth & Income  Fund/VA,  High Income Fund/VA and Strategic Bond Fund/VA
respectively, of the Oppenheimer Funds.

    The  Oppenheimer  Funds  are  managed  by  Oppenheimer   Funds,  Inc.  ("the
Manager"), which is responsible for selecting the Oppenheimer Funds' investments
and handles its day-to-day business. The Manager carries out its

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                                       15

<PAGE>



duties,  subject to the policies  established  by the Board of  Trustees,  under
investment  advisory  agreements  for each  Oppenheimer  Fund  which  state  the
Manager's responsibilities.

    Oppenheimer  Aggressive Growth Fund/VA  ("Aggressive  Growth Fund") seeks to
achieve  capital  appreciation  by investing in  "growth-type"  companies.  Such
companies  are believed to have  relatively  favorable  long-term  prospects for
increasing demand for their goods or services, or to be developing new products,
services or markets,  and normally  retain a relatively  larger portion of their
earnings for research, development and investment in capital assets.

    Oppenheimer Capital Appreciation Fund/VA ("Capital Appreciation Fund") seeks
to  achieve  capital  appreciation  by  investing   insecurities  of  well-known
established companies.  Such securities generally have a history of earnings and
dividends and are issued by seasoned companies.

    Oppenheimer  Main Street  Growth & Income  Fund/VA  ("Growth & Income Fund")
seeks a high total return (which  includes  growth in the value of its shares as
well as current income) from equity and debt securities.  Its equity investments
will  include  common  stocks,  preferred  stocks,  convertible  securities  and
warrants.  Its debt  securities  will include  bonds,  participation  interests,
asset-backed   securities,    private-label   mortgage-backed   securities   and
collateralized   mortgage   obligations,   zero  coupon   securities   and  U.S.
obligations. From time to time Growth & Income Fund may focus on small to medium
capitalization  issuers, the securities of which may be subject to greater price
volatility than those of larger capitalized issuers.

    The  composition  of  Growth & Income  Fund's  Portfolio  among  equity  and
fixed-income  investments  will vary from time to time based upon the  Manager's
evaluation  of  economic  and  market  trends  and  perceived   relative   total
anticipated return from such types of investments. Accordingly, there is neither
a minimum nor a maximum percentage of Growth & Income Fund's Assets that may, at
any given time, be invested in either type of investment.

    Oppenheimer  High Income  Fund/VA ("High Income Fund") seeks a high level of
current income from investment in high yield fixed-income  securities (including
long-term debt and preferred stock issues,  including  convertible  securities).
High Income Fund's  investment policy is to assume certain risks in seeking high
yield  including  securities in the lower rating  categories,  commonly known as
"junk  bonds",  which are  subject to a greater  risk of loss of  principal  and
nonpayment of interest than higher rated  securities.  These  securities  may be
considered  to be  speculative.  (See  "The  Portfolios  -  Risks  Attendant  to
Investments in Junk Bonds.")

    Oppenheimer  Strategic Bond Fund  ("Strategic Bond Fund') seeks a high level
of current  income by  investing  primarily in a  diversified  portfolio of high
yield fixed-income securities.  Such income is principally derived from interest
on debt  securities and the Fund seeks to enhance such income by writing covered
call options on debt securities.  The Fund intends to invest  principally in (I)
foreign   government  and  corporate  debt  securities   (ii)  U.S.   Government
securities, and (iii) lower-rated high yield domestic debt securities,  commonly
known as "junk bonds",  which are subject to a greater risk of loss of principal
and nonpayment of interest than higher-rated securities. These securities may be
considered  to be  speculative.  (See  "The  Portfolios  -  Risks  Attendant  to
Investments in Junk Bonds.") Under normal circumstances,  the Fund's assets will
be invested in each of these three  sectors.  However,  Strategic  Bond Fund may
from time to time invest up to 100% of its total assets in any one sector if, in
the  judgment of the  Manager,  the Fund has the  opportunity  of seeking a high
level of current income without undue risk to principal.


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
    The Variable Account has two Sub-accounts that invest  exclusively in shares
of  Portfolios  of the Franklin  Templeton  Variable  Insurance  Products  Trust
("FTVIP"  or  "Templeton  Portfolios").  The Asset  Strategy  and  International
Securities  Sub-accounts invest in shares of the Templeton Asset Strategy Fund -
Class 2 and  Templeton  International  Securities  Fund -  Class  2  Portfolios,
respectively, of FTVIP.

     Templeton  Asset  Strategy - Class 2 has the  investment  objective of high
total  return.  The fund will invest in equity  securities  of  companies of any
nation, debt securities of companies and governments of any nation, and in money
market instruments.


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<PAGE>



    Templeton International Securities - Class 2 has the investment objective of
long-term  capital  growth.  The fund will  invest in the equity  securities  of
companies located outside the U. S., including emerging markets.

    The investment adviser for the Templeton  Portfolios is Templeton Investment
Counsel, Inc.


VAN ECK WORLDWIDE INSURANCE TRUST
    The Hard Assets  Sub-account of the Variable Account invests  exclusively in
shares of the Van Eck Worldwide Hard Assets Fund.


    Van Eck Worldwide Hard Assets Fund seeks long-term  capital  appreciation by
investing globally, primarily in "hard asset" securities.  Income is a secondary
consideration.  The  Worldwide  Hard Assets Fund will invest at least 65% of its
assets in "hard asset  securities,"  defined as  securities  of  companies  that
derive at least 50% of gross  revenue or profit from  exploration,  development,
production or distribution of precious metals, natural resources, real estate or
commodities. The Fund may concentrate as much as 50% of its assets in any single
"hard asset" sector.

    The  production  and marketing of hard assets may be affected by actions and
changes in  government.  In addition,  hard assets and securities of hard assets
companies  may be cyclical in nature.  During  periods of economic or  financial
instability,  the  securities  of some hard assets  companies  may be subject to
broad price  fluctuations,  reflecting  volatility of energy and basic materials
prices and possible  instability of supply of various hard assets.  In addition,
some hard assets companies may also be subject to the risks generally associated
with  extraction  of  natural  resources,  such as the risks of  mining  and oil
drilling,  and the risks of hazards associated with natural  resources,  such as
fire,  drought,  increased  regulatory  and  environmental  costs,  and  others.
Securities  of  hard  assets   companies  may  also  experience   greater  price
fluctuations  than the relevant  hard  assets.  In periods of rising hard assets
prices,  such securities may rise at a faster rate, and conversely,  in times of
falling hard assets prices,  such securities may suffer a greater price decline.
(See "The Portfolios - Risks Attendant to Investments in Foreign Securities.")


    The investment adviser for the Van Eck Worldwide Hard Assets Fund is Van Eck
Associates Corporation.

RISKS ATTENDANT TO INVESTMENTS IN JUNK BONDS
    Investments in non-investment grade debt securities, commonly referred to as
"junk bonds",  involve  special risks in addition to the risks  associated  with
investments in higher rated debt securities.  In general,  non-investment  grade
securities  are  regarded  as  predominately  speculative  with  respect  to the
capacity of the issuer to pay interest and repay principal.

    Calvert Social Balanced,  Calvert Social Small Cap,  Oppenheimer High Income
Fund,  Oppenheimer  Strategic Bond Fund, Strong International Stock Fund II, and
Strong  Discovery Fund II each may invest in junk bonds.  These  Portfolios each
describe the risks attendant to these investments in its prospectus.  You should
review these prospectuses  carefully and consider the risks associated with junk
bonds before investing in Sub-accounts corresponding to these Portfolios.

RISKS ATTENDANT TO INVESTMENTS IN FOREIGN SECURITIES
    Investments in foreign securities  involve  substantial and different risks.
You  should  consider  these  risks  carefully.  Calvert  Social  International,
Oppenheimer Strategic Bond Fund, Strong International Stock Fund II, and Van Eck
Worldwide  Hard Assets Fund may each invest in foreign  securities.  For example
there is generally less publicly  available  information about foreign companies
than is available  about companies in the U.S.  Foreign  Companies are generally
not subject to uniform audit and financial  reporting  standards,  practices and
requirements  comparable to those in the U.S. These Portfolios each describe the
risks attendant to these investments in its prospectus.  You should review these
prospectuses carefully and consider the risks associated with foreign securities
before investing in Sub-accounts corresponding to these Portfolios.


                             ALLOCATOR 2000 ANNUITY
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<PAGE>




                             ALLOCATOR 2000 ANNUITY
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<PAGE>



RESOLVING MATERIAL CONFLICTS
    In addition to variable  annuity and variable life insurance  olicies issued
by ANLIC,  the Funds are also  available  to  registered  separate  accounts  of
insurance companies other than ANLIC. As a result, there is a possibility that a
material  conflict  may arise  between  your  interests  and the  owners of life
insurance policies and variable annuities issued by other companies whose values
are allocated to one or more other separate accounts investing in any one of the
Portfolios.

    In  addition,  one or more of the  Portfolios  may sell  shares  to  certain
retirement  plans  qualifying  under Section 401 of the Internal Revenue Code of
1986, as amended (the "Code")  (including  cash or deferred  arrangements  under
Section 401 (k) of the Code) or other  sections of the Code. As a result,  there
is a  possibility  that a material  conflict may arise  between  your  interests
generally and such retirement plans or participants in such retirement plans.

    In the event of a material  conflict,  ANLIC will take any necessary  steps,
including  removing the Variable  Account  from that  Portfolio,  to resolve the
matter.  The Board of Directors or Trustees of the Portfolios  intend to monitor
events in order to identify any material  conflicts  that may possibly arise and
to determine what action,  if any, should be taken in response to thoseevents or
conflicts. (See, the individual Fund prospectuses for more information.)

                                THE FIXED ACCOUNT

    You may allocate all or a part of your Premium Payments to the Fixed Account
in states  where it is  available.  The  Fixed  Account  is part of the  General
Account of ANLIC.  The General  Account  consists of all of ANLIC's assets other
than those in any separate  account.  We guarantee that we will credit the Fixed
Account  with  interest  at a rate of not  less  than 4% per  year  ("Guaranteed
Interest  Rate").  We may credit  interest at a rate in excess of the Guaranteed
Interest Rate in our sole discretion. You assume the risk that interest credited
to the Fixed Account  allocations  may not exceed the Guaranteed  Interest Rate.
Transfers  out of the Fixed  Account are subject to certain  limitations.  (See,
"The Policy - Transfers").

                                   THE POLICY

    The Policy is a flexible premium deferred variable  annuity.  The rights and
benefits of the Policy are described  below and in the Policy.  The  obligations
under the Policy are obligations of ANLIC. However, we reserve the right to make
any  modification  to conform the Policy to, or to give you or other  Owners the
benefit of, any Federal or state statute or rule or regulation.

    The Policy may be  purchased  on a  non-qualified  tax basis  ("Nonqualified
Policy").  The Policy may also be purchased  and used in  connection  with plans
qualifying for favorable Federal income tax treatment ("Qualified Policy").

ISSUANCE OF A POLICY
    Individuals  wishing to purchase a Policy must complete an  application  and
send it to our  Service  Office.  Acceptance  is subject  to our  rules,  and we
reserve  the  right to  reject  any  application  or  Premium  Payment.  If your
application  can be accepted in the form received,  your initial Premium Payment
will be  applied  within two  business  days  after its  receipt at our  Service
Office.  If your initial Premium Payment cannot be applied after receipt because
of deficiencies in the  application or other issuing  requirements,  you will be
contacted  within five business days and given an explanation for the delay. The
initial  Premium Payment will be returned to you at that time unless you consent
to  our  retention  of it and  our  crediting  of it as  soon  as the  necessary
requirements  are  fulfilled.  If the Annuitant is between the ages of 75 and 85
when you  purchase a Policy,  you can only make a single  Premium  Payment.  You
cannot  purchase  a Policy if  either  you or the  Annuitant  is 85 years old or
older.

TELEPHONE REQUESTS
    At the time an application  for a Policy is completed,  or at any subsequent
time, you may request a telephone  transfer  authorization  form. If the form is
properly completed and on file with us, transfers may be made pursuant

                             ALLOCATOR 2000 ANNUITY
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<PAGE>



to  telephone  instructions,  subject  to the  above  terms and the terms of the
authorization  form.  Otherwise,  transfer requests must be in writing in a form
acceptable to us.  Transfer  requests  made by telephone are processed  upon the
date of receipt,  if received  prior to 4:00 p.m.  Eastern  time. We may, at any
time, revoke or modify the transfer privilege.

FREE LOOK PERIOD
    If for any reason you are not satisfied  with the Policy,  you may return it
to us within 10 days after you receive it. If you cancel the Policy  within this
10-day Free Look Period,  we will refund the Policy  Account Value at the end of
the  Valuation  Period  during  which the Policy was  received by us (or,  where
required by state law,  the greater of the Policy  Account  Value or the Premium
Payments that were paid), and the Policy will be void from the Policy Date. (See
"The Policy - Allocation of Premium  Payments.") To cancel the Policy,  you must
mail or deliver it to either our Service Office or the registered agent who sold
it to you  within 10 days  after you  receive  it.  The Free Look  Period may be
longer or otherwise vary where required by state law.

    Certain states require us to refund the greater of Premium  Payments made or
the Policy  Account  Value at the end of the Free Look  Period.  Under  Policies
issued in these  states,  we reserve the right to allocate  the initial  Premium
Payment and any additional Premium Payments received during the Free Look Period
in their entirety to the Money Market Sub-account until the end of the Free Look
Period.  For  administrative  reasons,  the Free Look  Period is  assumed  to be
fifteen days for this purpose.

PREMIUM PAYMENTS
    The total  Premium  Payments  during the first  Policy year must be at least
$300. Premium Payments may be made in amounts of $30 or more.

    If,  after the first  five  Policy  anniversaries,  you have made no Premium
Payments  during a 24-month  period and your  then-current  Policy Account Value
totals  less than  $2,000,  we have the right to pay you the total value of your
account in a lump sum and cancel the Policy.

ALLOCATION OF PREMIUM PAYMENTS
    You determine in the application how the initial net Premium Payment will be
allocated  among the  Sub-accounts  and the Fixed Account.  You may allocate any
whole  percentage  of net  Premium  Payments,  from 5% to 100%.  Additional  net
Premium  Payments  will be allocated to the  Sub-accounts  and the Fixed Account
according to the allocation  percentage  specified in your  application,  unless
subsequently changed.

    Notwithstanding  the  foregoing,  all Premium  Payments  made on Policies in
certain states may be allocated to the Money Market  Sub-account during the Free
Look Period. (See "The Policy - Free Look Period.")

    The Policy  Account Value will vary with the  investment  performance of the
Sub-accounts you select,  and you bear the entire risk for amounts  allocated to
the Variable Account.  You should periodically review your allocations of Policy
Account Value in light of all relevant factors,  including market conditions and
your overall financial planning requirements.

POLICY ACCOUNT VALUE
    The Policy Account Value prior to the Maturity Date is equal to the Variable
Account Value plus the amount in the Fixed Account.

    Variable  Account Value. On each Valuation Date, the Variable  Account Value
is  determined  by  multiplying  the  number  of  Accumulation   Units  of  each
Sub-account  by the current  Accumulation  Unit Value for the  Sub-account,  and
adding  together all these  amounts.  When a Net Premium  Payment or transfer is
allocated to a Sub-account,  a certain number of Accumulation Units are credited
to your Policy.  The number of Accumulation  Units is determined by dividing the
dollar amount allocated to the Portfolio by the Accumulation Unit Value for that
Portfolio as of the end of the Valuation Period in which the allocation is made.


                             ALLOCATOR 2000 ANNUITY
                                       20

<PAGE>



    Each  Sub-account's  Accumulation  Unit  Value for any  Valuation  Period is
determined  by  multiplying  its  Accumulation  Unit  Value for the  immediately
preceding  Valuation  Period by the "net  investment  factor" for the  Valuation
Period for which the value is being determined.  The net investment factor is an
index  that  measures  the  investment  performance  of a  Sub-account  from one
Valuation  Period  to the  next.  For a  complete  description  on how  the  net
investment factor is calculated, see "Net Investment Factor" in the Statement of
Additional Information.

    Fixed Account Value. At the end of any Valuation  Period,  the Fixed Account
Value is equal to: (1) the sum of your net  Premium  Payments  allocated  to the
Fixed  Account;  plus (2) any amounts  that you  transferred  from the  Variable
Account  to the Fixed  Account;  plus (3) the total  interest  credited  to your
Policy  Account  Value  in the  Fixed  Account;  less (4) any  amounts  that you
transferred from the Fixed Account to the Variable Account; less (5) the portion
of any withdrawals and Surrender  Charges allocated to your Policy Account Value
in the Fixed  Account;  less (6) the  portion of the Annual  Policy Fee which is
allocated to your Policy Account Value in the Fixed Account.

SURRENDER AND PARTIAL WITHDRAWALS
    SURRENDER. You may, prior to the earlier of the Maturity Date or the date of
your death, withdraw all or a portion of your then-current Surrender Value, upon
written  request  to  our  Service  Office.  There  is a  $100  minimum  on  all
withdrawals.  If  there  are  Joint  Owners,  both  of  you  must  agree  to the
withdrawal.  We may defer payment of your Surrender Value allocated to the Fixed
Account  for a  period  not  longer  than  six  months  after  you  request  its
withdrawal.  Payment of amounts from the Variable  Account will normally be made
within seven days, but may be delayed in certain  circumstances.  (See "Delay or
Suspension of Payments" in the Statement of Additional Information.)

    You may,  prior to the earlier of the Maturity Date or your death,  withdraw
100% of earnings (since the last Policy Anniversary) in all Sub-accounts and the
Fixed Account free of Surrender Charges.  Additionally,  up to 10% of the Policy
Account Value (as of the last Policy Anniversary); plus 10% of:
   (1) Deposits since the last Policy Anniversary; minus
   (2) Withdrawals  since the last Policy  Anniversary
may also be withdrawn free of Surrender Charges.

    Upon a partial  withdrawal,  surrender,  or  annuitization we will apply the
Surrender  Charge  percentage  shown on the Policy  specification  page to those
Premium  Payments  received  within  five  years  of  the  partial   withdrawal,
surrender,  or annuitization  date.  After the free amounts are determined,  the
calculation will be on a first-in, first-out basis.
    Full  surrenders and partial  withdrawals  may be subject to the 10% Federal
tax penalty on early withdrawals and to income tax. (See "Federal Tax Matters.")

    SURRENDER  VALUE.  The Surrender  Value is equal to the Policy Account Value
less any applicable Surrender Charges, the Annual Policy Fee, and any premiuM or
other taxes. (See "Charges and Deductions.")

    PARTIAL WITHDRAWAL.  You may request to make a Partial  Withdrawal,  and may
direct us to allocate  the  withdrawal  amount  among the Fixed  Account and the
Sub-accounts in a particular manner. If no allocation is specified,  the partial
withdrawal will be pro-rated among the Fixed Account and the Sub-accounts  based
upon your current Policy Account Value allocated to each account.

    RESTRICTIONS UNDER THE TEXAS OPTIONAL  RETIREMENT PROGRAM AND SECTION 403(B)
PLANS.  The Texas  Educational  Code permits  participants in the Texas Optional
Retirement Program ("ORP") to withdraw or surrender their interest in a variable
annuity contract issued under the ORP only upon (1) termination of employment in
the Texas public institutions of higher education, (2) retirement, or (3) death.
Accordingly,  a  participant  in the  ORP (or the  participant's  estate  if the
participant  has died) will be required to obtain a certificate  of  termination
from the employer or a certificate of death before the account can be redeemed.

    Similar  restrictions  apply to variable  annuity  contracts used as funding
vehicles for retirement  plans  qualifying  under Section 403(b) of the Internal
Revenue Code of 1986, as amended (the "Code"). Section 403(b) provides for

                             ALLOCATOR 2000 ANNUITY
                                       21

<PAGE>



tax-deferred  retirement  savings plans for employees of certain  non-profit and
educational  organizations.  In  accordance  with the  requirements  of  Section
403(b), any Policy used for a Section 403(b) plan will prohibit distributions of
(i) elective  contributions made in years beginning after December 31, 1988, and
(ii) earnings on those contributions and (iii) earnings on amounts  attributable
to elective  contributions  held as of the end of the last year beginning before
January 1, 1989.  However,  distributions  of such  amounts will be allowed upon
death of the  employee,  attainment  of age  59-1/2,  separation  from  service,
disability,  or financial hardship,  except that income attributable to elective
contributions may not be distributed in the case of hardship.

    RESTRICTIONS   UNDER  OTHER  QUALIFIED   POLICIES.   Other  restrictions  on
surrenders or with respect to the election,  commencement,  or  distributions of
benefits may apply under  Qualified  Policies or under the terms of the plans in
respect of which Qualified Policies are issued.

TRANSFERS
    You may transfer all or part of the value of a  Sub-account  of the Variable
Account  to one or more of the other  Sub-accounts  or the Fixed  Account at any
time prior to the Maturity Date,  free of charge.  The minimum for each transfer
is $50. The transfer will be made as of the date we receive the written  request
for such transfer at our Service Office.

    The maximum amount allowed to be transferred out of the Fixed Account during
one Policy Year is 100% of Fixed Account  interest accrued since the last Policy
Anniversary; plus 10% of:
   (1) Account  Value of the Fixed  Account  as of the last Policy  Anniversary;
       plus
   (2) Deposits and  transfers made into the Fixed Account since the last Policy
       Anniversary; minus
   (3) All  partial  withdrawals from the Fixed  Account  since the last  Policy
       Anniversary.

You may also elect to systematically  reallocate all interest generated from the
Fixed Account into the  Sub-accounts of the Variable Account on an interest only
basis according to your allocation election. (See, "Interest Sweep Program.")

    Transfers may be made by a written  request or by calling our Service Office
if a written  authorization for telephone transfers is on file. We may honor any
telephone  transfer  request  believed  to be  authentic.  We employ  reasonable
procedures to confirm that  instructions  communicated by telephone are genuine.
For example, a personal identification number is required in order to initiate a
transfer.  We will not be liable for the consequences of a fraudulent  telephone
transfer request that we believe to be authentic when those procedures have been
followed.  As a result, you bear the risk of loss arising from such a fraudulent
request if you authorize telephone transfers.

    Each transfer will be made,  without the imposition of any fee or charge, at
the end of the  Valuation  Period  during  which we  receive  a valid,  complete
transfer  request at our Service Office.  We may suspend or modify this transfer
privilege  at  any  time,   and  we  may  postpone   transfers   under   certain
circumstances.  (See,  "Delay or  Suspension  of Payments"  in the  Statement of
Additional Information.)

AUTOMATIC REBALANCING, DOLLAR COST AVERAGING, AND INTEREST SWEEP PROGRAMS
    The  Automatic  Rebalancing,  Dollar  Cost  Averaging,  and  Interest  Sweep
Programs are three asset allocation  programs available to you under the Policy.
You may  elect to  participate  in one or more of  these  programs  by  filing a
written  authorization with us. We reserve the right to alter,  assess a charge,
or terminate these programs upon thirty days advance written notice.

    Under the Automatic  Rebalancing  Program,  you may have automatic transfers
made on a monthly,  quarterly,  semi-annual or annual basis to adjust the values
among the Sub-accounts and the Fixed Account to meet your designated  investment
allocation  percentages.  The  allocations  are  subject  to a minimum of 5% per
Sub-account.

    The Dollar Cost  Averaging  Program is an option under which you may "dollar
cost average" your allocations to the Variable Account by authorizing us to make
periodic  transfers of specific dollar amounts from the Money Market Sub-account
to  one  or  more  other  designated  Sub-accounts,  on  a  monthly,  quarterly,
semi-annual,  or annual  basis.  Each  transfer  is subject  to the $50  minimum
transfer amount with a minimum 5% per Sub-account. Dollar

                             ALLOCATOR 2000 ANNUITY
                                       22

<PAGE>



cost averaging does not guarantee profits,  nor does it assure that you will not
lose principal.

    The Interest Sweep Program allows you to systematically  reallocate interest
earnings from the Fixed Account to one or more of the Sub-accounts on a monthly,
quarterly,  semi-annual,  or  annual  basis to meet your  Investment  Allocation
percentages.

    If  a  periodic  transfer  would  reduce  the  value  in  the  Money  Market
Sub-account  below the minimum dollar  amount,  we reserve the right to transfer
the  entire  remaining  Policy  Account  Value  allocated  to the  Money  Market
Sub-account.  We also  reserve  the right to  establish a minimum  Money  Market
Sub-account  balance  before  allowing  you to  participate  in the Dollar  Cost
Averaging Program.

    Transfers and adjustments  pursuant to these programs will occur on the same
date of the month as the Policy Date, or the next Valuation Date if that date is
not a Valuation Date.

DEATH BENEFIT
    The  Policy  pays a  Death  Benefit  to a  beneficiary  you  designate  (the
"Beneficiary")  if any Owner or any Joint Owner dies prior to the Maturity  Date
while the Policy is in force (unless the  Beneficiary is the decedent's  spouse,
in which case the spouse may elect to continue the Policy in force).

    During the first five years of the Policy,  the Death  Benefit will be equal
to the  greater  of the  Policy  Account  Value or the  value of the  cumulative
Premium  Payments  made  less  cumulative  withdrawals.   On  the  fifth  Policy
Anniversary a "Minimum Guaranteed Death Benefit" is calculated as the greater of
these  values.  Every five years  thereafter  through the  Maturity  Date, a new
Minimum  Guaranteed  Death  Benefit is  calculated as the greater of the current
Minimum Guaranteed Death Benefit or the then-current Policy Account Value.

    For Owners up to issue age 75, the Death Benefit will be the highest of:
    (1) the Minimum Guaranteed Death Benefit (increased for Premium Payments and
    decreased for  cumulative  withdrawals  since the most recent  fifth  Policy
    Anniversary);
    (2) the Policy Account Value (as of the date of payment); or
    (3)the cumulative Premium  Payments less cumulative  withdrawals  (including
    Surrender Charges).

    For Owners over issue age 75, the Death Benefit is the greater of:
    (1) the Policy Account Value (as of the date of payment); or
    (2) the cumulative   Premium   Payments  made  less  cumulative  withdrawals
    (including Surrender Charges).

    ANLIC will pay the Death Benefit  proceeds to the Beneficiary upon receiving
due proof of death. The Death Benefit will be paid in a lump sum or under one of
the Annuity Payment Options.  (See "Annuity  Payments.") If you or the Annuitant
dies after the Maturity Date, the amount payable, if any, will be as provided in
the Annuity Payment Option then in effect.

    If the death of the  Annuitant  occurs  prior to the  Maturity  Date and the
Annuitant  is also an Owner or Joint  Owner of the Policy,  the rules  governing
distribution  of death  benefit  proceeds in the event of the death of the Owner
shall  apply.  (See  "Required  Distributions,"  below.) If there is a surviving
Joint  Owner  at  the  Annuitant's  death,  the  surviving  Joint  Owner  is the
Beneficiary. If, upon your death your spouse, as designated Beneficiary,  elects
to continue the Policy in accordance with the required  distributions rules, the
named  Beneficiary does not have a right to receive the death benefit  proceeds.
If the  death  of the  Annuitant  occurs  prior  to the  Maturity  Date  and the
Annuitant is not the Owner, the Owner may name a new Annuitant.

    If both Joint Owners die  simultaneously,  the Death Benefit will be paid to
the named Beneficiary.

    If the Owner is a corporation or other entity, the Annuitant will be treated
as an Owner for  purposes  of the timing or the  amount of any payout  under the
Policy.


                             ALLOCATOR 2000 ANNUITY
                                       23

<PAGE>



    As far as  permitted  by law,  the  proceeds  under the  Policy  will not be
subject to any claim of the Beneficiary's creditors.

REQUIRED DISTRIBUTIONS
    In order to be  treated  as an  annuity  contract  for  Federal  income  tax
purposes,  Section 72(s) of the Code requires any Nonqualified Policy to provide
that (a) if any Owner dies on or after the  annuity  starting  date but prior to
the time the entire interest in the Policy has been  distributed,  the remaining
portion of such  interest will be  distributed  at least as rapidly as under the
method of distribution  being used as of the date of that Owner's death; and (b)
if any Owner dies prior to the annuity starting date, the entire interest in the
Policy will be  distributed  within  five years  after the date of that  Owner's
death.

    These  requirements  will be  considered  satisfied as to any portion of the
Owner's interest that is payable as annuity payments which will begin within one
year of that  Owner's  death and which will be made over the life of the Owner's
Designated   Beneficiary  or  over  a  period  not  extending  beyond  his  life
expectancy.

    If the designated  Beneficiary is your surviving  spouse,  the Policy may be
continued with the surviving spouse as the new Owner and no  distributions  will
be required.

    If any Owner or Joint  Owner dies  prior to the  Maturity  Date,  and if the
designated Beneficiary does not elect to receive the Death Benefit in a lump sum
at that time,  then we will increase the Policy  Account Value so that it equals
the Death  Benefit  amount,  if that  amount is higher  than the Policy  Account
Value. This would occur if the Owner's  designated  Beneficiary  elects to delay
receipt of the proceeds for up to five years, or is the deceased  Owner's spouse
and elects to continue the Policy,  or elects to receive the proceeds as Annuity
Payments. Any such increase in the Policy Account Value would be paid by us, and
allocated to the Sub-accounts in proportion to the  pre-existing  Policy Account
Value  unless we are  instructed  otherwise.  Other rules may apply to Qualified
Policies.

                             CHARGES AND DEDUCTIONS

    We do not impose any charge or deduction  against a Premium Payment prior to
its  allocation  to the  Variable  Account or the Fixed  Account  (except  for a
charge, in some states,  for any premium taxes incurred when the Premium Payment
is accepted).  However,  certain charges  (explained  below) will be deducted in
connection with the Policy to compensate us for  administering  and distributing
the Policy,  for providing the insurance  benefits set forth in the Policy,  for
assuming  certain risks in connection  with the Policy,  and for any  applicable
taxes.

ANNUAL POLICY FEE
    An annual charge of $42,  which meets the "at cost"  standards of Rule 26a-1
under the 1940 Act, is deducted to partially compensate us for expenses incurred
in  administering  the  Policy.  These  expenses  include  costs of  maintaining
records,  processing  Death  Benefit  claims,  surrenders,  transfers and Policy
changes,  providing  reports to  Owners,  and  overhead  costs.  This  charge is
guaranteed not to increase during the life of the Policy. This deduction will be
made from the Investment  Options in the same  proportion that the values in the
Investment  Options bear to the Policy Account Value. This charge is deducted on
each Policy Anniversary, the Maturity Date, and a full surrender.

    The Annual Policy Fee is waived if the Policy Account Value exceeds  $50,000
at the time the Annual Policy Fee would be imposed.

ADMINISTRATIVE EXPENSE CHARGE
    As compensation for administrative  expenses incurred in connection with the
policy, ANLIC will deduct a daily  Administrative  Expense Charge from the value
of the net assets of the  Variable  Account.  This charge will not exceed  0.10%
annually.  No  Administrative  Expense Charge is deducted from the amount in the
Fixed Account.

    ANLIC  does not  expect  to make a profit  from the  administrative  expense
charge.


                             ALLOCATOR 2000 ANNUITY
                                       24

<PAGE>



MORTALITY AND EXPENSE RISK CHARGE
    As  compensation  for mortality and expense risks assumed in connection with
the Policy, ANLIC will deduct a daily mortality and expense risk charge from the
value of the net assets of the Variable Account.  For the first 15 years of your
Policy,  this  charge is at the rate of 1.25%  annually.  Beginning  in the 16th
Policy year,  this charge is reduced by 0.05%  annually  until it reaches  0.50%
annually in Policy year 30; the rate remains level thereafter.  No mortality and
expense risk charge will be deducted from the amount in the Fixed Account.

    The  mortality  risk we bear  arises  in part  from our  obligation  to make
monthly Annuity  Payments  (determined in accordance with the annuity tables and
other provisions contained in the Policy), regardless of how long all Annuitants
may live.  This  undertaking  assures that neither an Annuitant's own longevity,
nor an improvement in general life expectancy  greater than expected,  will have
any adverse  effect on the monthly  Annuity  Payments the Annuitant will receive
under the Policy.  It therefore  relieves the Annuitant from the risk that he or
she will outlive the funds  accumulated for retirement.  The mortality risk also
arises in part  because of the risk that the Death  Benefit may be greater  than
the Policy Account Value. We also assume the risk that the other expense charges
may be insufficient to cover the actual expenses incurred in connection with the
Policy.

SURRENDER CHARGE
    If you make partial  withdrawals under the Policy,  surrender the Policy, or
annuitize  the  Policy,  then a Surrender  Charge may be imposed,  measured as a
percent of the Premium  Payments  included in the  withdrawal  (in the case of a
partial  withdrawal) or the amount of the total Premium Payments (in the case of
a surrender or  annuitizing)  as specified in the  following  table of Surrender
Charges:

            Policy Anniversaries
              Since Receipt of                       Surrender
               Premium Payment                      Charge Rate
               ---------------                      -----------
                      0                                   8%
                      1                                   8%
                      2                                   8%
                      3                                   6%
                      4                                   4%
                  5 or more                               None

    Free Withdrawal  Amount.  You may, prior to the earlier of the Maturity Date
or your death,  withdraw 100% of earnings (since the last Policy Anniversary) in
the  Variable  Account  and  the  Fixed  Account  free  of  Surrender   Charges.
Additionally,  up to 10% of the  Policy  Account  Value  (as of the last  Policy
Anniversary); plus 10% of:
   (1) Deposits since the last Policy Anniversary; minus
   (2) Withdrawals  since the last Policy  Anniversary
may be withdrawn  free of  Surrender  Charges.  However,  income taxes and a tax
penalty may apply.

    Amounts  withdrawn in addition to the Free Withdrawal  Amount may be subject
to a Surrender  Charge.  The Surrender  Charge is determined by multiplying each
Premium  Payment  included  in the  withdrawal  by  the  Surrender  Charge  rate
applicable to the year in which the Premium Payment was received.

    For purposes of  calculating  the Surrender  Charge,  (1) the oldest Premium
Payments will be treated as the first withdrawn; (2) amounts withdrawn up to the
Free Withdrawal  Amount will not be considered a withdrawal of Premium Payments;
and (3) if the Surrender  Value is withdrawn or applied under an Annuity Payment
Option,  the Surrender  Charge will apply to all Premium Payments not previously
assessed with a Surrender  Charge.  Thus,  the Surrender  Charges are applied to
Premium Payments on a first-in, first-out basis.

    As shown above, the Surrender  Charge  percentage  varies,  depending on the
Policy Year in which the Premium Payment  included in the withdrawal was made. A
Surrender Charge rate of 8% applies to Premium Payments  withdrawn that are less
than three years old.  Thereafter  the Surrender  Charge rate decreases to 6% in
the fourth year and 4% in the fifth year. Amounts  representing Premium Payments
five years old or older may be withdrawn without charge.

                             ALLOCATOR 2000 ANNUITY
                                       25

<PAGE>


    The  Surrender  Charge will be deducted from the  remaining  Policy  Account
Value,  or from the amount  paid if the  remaining  value is  insufficient.  The
Surrender Charge partially  compensates us for sales expenses with regard to the
Policy, including agent sales commissions, the cost of printing prospectuses and
sales  literature,  advertising,  and  other  marketing  and  sales  promotional
activities.

    The amounts we receive from the  Surrender  Charge may not be  sufficient to
cover  sales  expenses.  We expect to recover  any  deficiency  from our general
assets  (which  include  amounts  derived  from the  Mortality  and Expense Risk
Charge).  We believe that this distribution  Financing  arrangement will benefit
you, the Variable Account, and all other Owners.

    ANLIC may waive the Surrender  Charge  described above provided that certain
conditions described in the Policy are met, including: (a) you are confined to a
"hospital",  "nursing  home",  or a "Long Term Care Facility" (as defined in the
Policy)  for at least 30 days;  (b)  written  notice and  satisfactory  proof of
confinement are received no later than 91 days after  confinement  ends; and (c)
confinement was recommended by a physician for medically  necessary reasons.  We
will not accept any  additional  Premium  Payments on a Policy after this waiver
has been exercised  under that Policy.  This waiver is not available if you were
confined to a nursing home,  hospital,  or Long Term Care Facility on the Policy
Date.

PREMIUM TAXES
    We will deduct a charge for premium taxes, if any, when incurred.  Depending
on state and local law,  premium taxes can be incurred when a Premium Payment is
accepted, when Policy Account Value is withdrawn or surrendered, or when annuity
payments start.

FEDERAL TAXES
    Currently no charge is made to the Variable Account for Federal income taxes
that may be attributable to the Variable Account.  We may, however,  make such a
charge in the  future.  Charges for other  taxes,  if any,  attributable  to the
Variable Account also may be made. (See "Federal Tax Matters.")

FUND EXPENSES
    The value of the assets of the Variable  Account will reflect the investment
management  fee and other  expenses  incurred  by the  Portfolios.  See the Fund
prospectuses for complete information on these fees and expenses.

REDUCTION IN CHARGES FOR CERTAIN GROUPS
    We may reduce or eliminate  the Annual  Policy Fee,  Administrative  Expense
Charge, or Surrender Charge on policies that have been sold to (1) employees and
sales  representatives  of ANLIC or its  affiliates;  (2)  customers of ANLIC or
distributors  of the Policies who are  transferring  existing policy values to a
Policy; (3) individuals or groups of individuals when sales of the Policy result
in savings of sales or administrative  expenses;  or (4)individuals or groups of
individuals  where  Premium  Payments are to be made  through an approved  group
payment  method  and where the size and type of the group  results in savings of
administrative expenses.

    In no  event  will  reduction  or  elimination  of any  fees or  charges  be
permitted where such reduction or elimination will be unfairly discriminatory to
any  person.  The  Reduction  of Charges  for  certain  groups does not apply to
policies sold in the State of New Jersey.

                                ANNUITY PAYMENTS

ELECTION OF AN ANNUITY PAYMENT OPTION
    You have the sole  right to  elect  or  change  one of the  Annuity  Payment
Options  listed  below  during the  lifetime of the  Annuitant  and prior to the
Maturity Date,  either in the  application or by written  request to our Service
Office any time at least 30 days before the  Maturity  Date.  We may require the
exchange of the Policy for a contract covering the option selected.


                             ALLOCATOR 2000 ANNUITY
                                       26

<PAGE>



MATURITY DATE
    The first  annuity  payment  will be made as of the Maturity  Date.  We will
assume a Maturity Date of the first day of the calendar month of the Annuitant's
90th birthday unless you tell us otherwise.  You may change the Maturity Date at
any time by giving us written notice of the change at least 30 days prior to the
new Maturity  Date. A Maturity  Date may be the first day of any calendar  month
commencing  no  later  than  the  first  day of the  calendar  month  after  the
Annuitant's  90th  birthday.  If the Maturity  Date occurs during the first five
Policy Years after receipt of a Premium Payment,  a Surrender Charge will apply.
(See  "Charges  and  Deductions  - Surrender  Charge.")  If the net amount to be
applied to an option is less than $2,000 or if payments  under any option  would
be less than $20,  we have the right to pay the net  amount to be applied to the
option to you or the Annuitant in one sum.

AVAILABLE OPTIONS
    On the  Maturity  Date,  the  Surrender  Value will be applied to make fixed
annuity  payments.  Fixed annuity payments provide  guaranteed  annuity payments
which  remain  fixed in amount  throughout  the payment  period.  Fixed  annuity
payments do not vary with the investment experience of the Sub-accounts.

    The amount and  duration  of Annuity  Payments  will  depend on the  Annuity
Payment Option that you select. Once an Annuity Payment Option is selected,  the
Surrender  Value for the  Valuation  Period  which ends  immediately  before the
Maturity  Date  will be  transferred  to our  General  Account  and the  Annuity
Payments will be fixed in amount by the Annuity  Payment Option selected and the
age and sex (if sex distinction is allowed under state law) of the Annuitant.

ANNUITY PAYMENT OPTIONS
    The Annuity Payment Options currently available are:


    INTEREST  FOR LIFE.  We will pay  interest  on the amount  retained  for the
    lifetime  of the  Annuitant.  At the  Annuitant's  death,  we  will  pay the
    principal amount to the Beneficiary or as otherwise agreed.

    INTEREST FOR A FIXED PERIOD. We will pay interest on the retained amount for
    a fixed  period of not more than 30 years.  At the end of the period we will
    pay the principal amount to you or as otherwise agreed.

    PAYMENTS FOR A FIXED PERIOD. We will pay the amount retained, with interest,
    in equal  monthly  payments,  for a period of not more  than 30  years.  The
    amount of each payment will be based on a payment  schedule set forth in the
    Policy.

    PAYMENTS OF A FIXED AMOUNT. We will pay the amount retained,  with interest,
    in equal payments until the amount retained has been paid in full. The total
    payments in any year must be at least 5% of the amount retained.

    LIFE  INCOME.  We will pay the  amount  retained  in  monthly  installments,
    adjusted  to reflect the  crediting  of interest as set forth in the Policy,
    for the guaranteed  period  elected and continuing  during the lifetime of a
    person that you designate.  You may elect to have no guaranteed  period or a
    guaranteed  period of 5, 10, or 15 years,  or the  period in which the total
    payments  would equal the amount  retained (an  installment  refund).  If no
    guaranteed period is elected, only one payment will be made if the Annuitant
    dies before the second  payment is made,  only two payments  will be made if
    the Annuitant dies before the third payment is made, and so on.



                             ALLOCATOR 2000 ANNUITY
                                       27

<PAGE>



                               FEDERAL TAX MATTERS


INTRODUCTION
    The  following  discussion  is general in nature and is not  intended as tax
advice. It is not intended to address the tax consequences resulting from all of
the  situations  in  which  a  person  may  be  entitled  to or  may  receive  a
distribution  under  a  contract.  If you  are  concerned  about  any of the tax
implications  discussed,  you should  consult a  competent  tax  adviser  before
purchasing a Policy. This discussion is based upon ANLIC's  understanding of the
present  federal  income  tax  laws as they  are  currently  interpreted  by the
Internal Revenue Service.  No representation is made as to the likelihood of the
continuation  of  the  present  federal  income  tax  laws  or  of  the  current
interpretation  by the Internal Revenue Service.  Moreover,  no attempt has been
made to consider  any  applicable  state or other tax laws,  other than  premium
taxes. (See the section on Tax Charges.)

TAXATION OF ANNUITIES IN GENERAL
    NONQUALIFIED POLICIES. The following discussion assumes that the Policy will
qualify as an annuity policy for federal  income tax purposes.  The Statement of
Additional Information discusses such qualifications.

    Section 72 of the  Internal  Revenue  Code (the Code)  governs  taxation  of
annuities.  In general,  the owner is not taxed on  increases  in the value of a
policy until some form of distribution  is made under the policy.  The exception
to this rule is the treatment  generally  applied to owners that are not natural
persons. Generally, an owner that is not a natural person must include in income
any increase in excess of the owner's cash value over the owner's "investment in
the policy" during the taxable year, even if no distribution  occurs. There are,
however,  exceptions  to this rule which you may wish to  discuss  with your tax
counsel. The following discussion applies to Policies owned by natural persons.

    The taxable portion of a distribution (in the form of an annuity or lump sum
payment)  is taxed as ordinary  income,  subject to any income  averaging  rules
applicable to taxpayers generally. For this purpose, the assignment,  pledge, or
agreement to assign or pledge any portion of the  Accumulation  Value  generally
will be treated as a distribution. A transfer of ownership of the policy without
full and adequate consideration will also be treated as a distribution under the
Internal  Revenue  Code,  unless the  transfer  falls  within an  exception  for
transfers  between  spouses.  Generally,  in the  case of a  withdrawal  under a
nonqualified policy,  amounts received which are allocable to "investment in the
policy"  made after August 13, 1982 are first  treated as taxable  income to the
extent that the accumulation value immediately before the withdrawal exceeds the
"investment in the policy" at that time.  Any additional  amount is not taxable.
If a withdrawal is allocable to  "investment in the policy" made prior to August
14, 1982, it is taxed under the "cost  recovery  rule" so that  withdrawals  are
treated as a recovery of  "investment  in the policy" until such  investment has
been fully  recovered.  Thereafter,  withdrawals  are fully  taxable as ordinary
income. Where a policy contains "investment in the policy" both before and after
the above referenced dates, special ordering rules apply.

    Tax  treatment  of amounts  received  as an  annuity  under the  Policy,  is
different from taxation of  distributions or withdrawals that are not in annuity
form.  Although the tax  consequences  may vary  depending on the Annuity Income
Option  elected  under the Policy,  in  general,  only the portion of an annuity
payment that  represents  the amount of the payment  which exceeds the payment's
proportionate  share of  "investment  in the  policy"  will be taxed.  For fixed
annuity  payments,  in  general,  there is no tax on the amount of each  payment
which represents the same ratio that the "investment in the policy" bears to the
total  expected  value  of the  annuity  payment  for the  term of the  payment;
however,  the  remainder of each annuity  payment is taxable.  Any  distribution
received  subsequent  to the  investment in the policy being  recovered  will be
fully taxable.

    A federal  penalty equal to 10% of the amount  treated as taxable income may
also be  imposed  on  distributions  from  non-qualified  annuity  policies.  In
general, however, there is no penalty tax on distributions: (1) made on or after
the date on which the owner is actual age 59 1/2, (2) made on or after the death
of the owner,  (3) attributable to the taxpayer's  becoming  disabled within the
meaning  of  Internal   Revenue  Code   Section  72  (m)(7),   (4)  received  in
substantially  equal payments (not less  frequently  than annually) made for the
life or life  expectancy  of the  taxpayer  or the joint  lives  (or joint  life
expectancies) of the taxpayer and his or her designated beneficiary,  subject to
Internal


                             ALLOCATOR 2000 ANNUITY
                                       28

<PAGE>




Revenue Service requirements,  including special "recapture" rules, or (5) which
are allocable to "investment in the policy" made prior to August 14, 1982.


    All  Nonqualified  deferred  annuities  entered into after October 21, 1988,
that are  issued by ANLIC  (or its  affiliates)  to the same  owner  during  any
calendar  year are treated as one annuity  contract for purposes of  determining
the amount  includable  in gross  income  under  Section  72(e) of the Code.  In
addition,  there may be other  situations in which the Treasury  Department  may
(under its authority to issue  regulations or otherwise)  conclude that it would
be appropriate to aggregate two or more annuity contracts  purchased by the same
owner. Accordingly, a Policy Owner should consult a competent tax adviser before
purchasing more than one annuity contract.


    Distributions from  non-qualified  annuity policies are generally subject to
federal  income tax.  ANLIC will withhold taxes as required by the Code from the
distributions  unless the taxpayer  requests  otherwise.  Withholding  cannot be
waived if the  distribution is subject to mandatory  back-up  withholding (if no
mandatory taxpayer  identification  number is given or if ANLIC is notified that
mandatory back-up holding is required).  Mandatory back-up withholding rates are
31% of income that is distributed.  Distributions to non-resident  aliens may be
subject to mandatory withholding at 30% of the income distributed.

    QUALIFIED POLICIES. Qualified policies are used by individuals in connection
with  retirement  plans  which are  intended  to qualify  as plans that  receive
special  income tax  treatment  under  Sections 401,  403(a),  408 or 457 of the
Internal Revenue Code (the "Code").  The ultimate effect of federal income taxes
on the contributions,  on the accumulation value, on annuity payments and on the
economic benefit to the owner,  the annuitant or the beneficiary  depends on the
type of retirement  plan,  on the tax and  employment  status of the  individual
concerned and on ANLIC's tax status. In addition,  certain  requirements must be
satisfied in purchasing a qualified  policy in  connection  with a tax qualified
plan in order to receive  favorable  tax  treatment.  With  respect to qualified
policies an endorsement of the policy and/or limitations or penalties imposed by
the Code may impose limits on premiums, withdrawals,  distributions or benefits,
or on other  provisions  of the  policies.  Therefore,  purchasers  of Qualified
Policies should seek competent legal and tax advice regarding the suitability of
the  Policy  for  their  situation,  the  applicable  requirements  and  the tax
treatment of the rights and benefits of a Policy. Section 403(b)(11) of the Code
requires that no distribution  attributable to salary deferred contributions may
be made from a plan under  Section  403(b)  except after age 59 1/2,  separation
from service, death or disability,  or in the case of hardship,  except in a tax
free exchange to another qualified  contract.  The following  discussion assumes
that qualified  policies are purchased in connection with retirement  plans that
qualify for the special federal income tax treatment described above.

    The rules governing the tax treatment of distributions under qualified plans
vary  according  to the type of plan and the  terms and  conditions  of the plan
itself. Generally, in the case of a distribution to a participant or beneficiary
under a policy purchased in connection with these plans, only the portion of the
payment in excess of the "investment in the policy" allocated to that payment is
subject to tax.  The  "investment  in the  policy"  equals  the  portion of plan
contributions   invested  in  the  policy  that  was  not   excluded   from  the
participant's gross income (reduced by any amounts previously received under the
policy which were excluded from gross income),  and may be zero. In general, for
allowed  withdrawals prior to the annuity starting date from qualified  policies
other than Roth IRAs, a ratable portion of the amount received is taxable, based
on the ratio of the  investment  in the policy to the total  policy  value.  The
amount  excluded  from a taxpayer's  income will be limited to an aggregate  cap
equal to the investment in the policy.  The taxable portion of annuity  payments
with annuity  starting  dates on or before  November  18, 1996 and for IRAs,  is
generally  determined  under  rules  similar  to  those  applicable  to  annuity
distributions  from nonqualified  policies.  However,  for annuity payments from
plans qualified under Code Sections 401and 403 with annuity starting dates after
November 18, 1996,  annuitants must use a simplified  method for determining the
tax-free portion of annuity  payments by dividing  "investment in the policy" by
the number of annuity  payments set by tables in the Internal Revenue Code based
on the age of the primary annuitant. This method does not apply if the annuitant
is over age 75 and there are 5 or more years of guaranteed  payments.  Also, for
annuity  payments  based on the lives of more than one  individual and that have
annuity  starting  dates  after  December  31,  1997,  annuitants  must  use the
simplified   method  based  on  the  combined  ages  of  both  individuals  when
calculating the excludable portion of annuities based on the separate tables set
forth in the Code for that


                             ALLOCATOR 2000 ANNUITY
                                       29

<PAGE>




purpose.  In the case of an annuity  that does not depend in whole or in part on
the life expectancy of one or more individuals,  the expected number of payments
is the number of monthly annuity  payments under the policy.  Special  favorable
tax  treatment may be available for certain  distributions  (including  lump sum
distributions  from  plans  other than IRAs made in tax years  beginning  before
January 1, 2000). Adverse tax consequences may result from excess contributions,
distributions  made  prior  to age  59  1/2  (subject  to  certain  exceptions),
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution rules, and in certain other circumstances.

    Roth IRA  contributions are not deductible and may be limited or unavailable
depending on your adjusted gross income.  Withdrawals of earnings from Roth IRAs
may be tax free if certain  requirements  are met.  If  withdrawals  do not meet
those requirements,  they will be considered to be made first from contributions
then from  "conversion"  amounts (on a first-in,  first-out basis) and then from
earnings.  The  earnings  will be subject to income  tax and an  additional  10%
penalty  tax may apply to  distributions  made prior to age 59 1/2.  Conversions
from existing IRAs to Roth IRAs are permitted if certain  requirements  are met,
however, converted amounts not previously taxed will be subject to income tax in
the year of conversion (for 1998 only, taxpayers could elect to include the full
taxable  conversion  amount in income for 1998 or to have the tax spread  over 4
years on a pro rata  basis,  beginning  in 1998).  Conversion  amounts  will not
generally  be  subject  to  the  10%  penalty  tax  that  applies  to  premature
distributions,  unless a distribution of the conversion amount from the Roth IRA
occurs within the 5 taxable year period  beginning  with the year of conversion.
Also,  income  inclusion may be accelerated  if a  distribution  is made of 1998
conversion amounts which are subject to the 4 year spread rule.

    Distributions  from qualified  plans are subject to specific tax withholding
rules. "Eligible rollover  distributions" from a qualified plan (other than IRAs
of any type and Section 457 plans) are  subject to income tax  withholding  at a
rate of 20% unless the Owner elects to have the  distribution  paid  directly by
ANLIC to an eligible  retirement  plan (another plan of the same type or an IRA)
in a  direct  rollover.  If  the  distribution  is  not  an  "eligible  rollover
distribution,"  it is  generally  subject  to  the  same  withholding  rules  as
distributions  from  nonqualified  policies.  However,  Section 457 nonqualified
deferred compensation plan distributions are generally subject to withholding as
wages and are not eligible for rollover to an IRA.


                       ANNUITY OWNERS THAT ARE NONRESIDENT
                         ALIENS OR FOREIGN CORPORATIONS

    The discussion  above provides  general  information  regarding U.S. Federal
income tax  consequences to Annuity Owners that are U.S.  citizens or residents.
Purchasers that are not U.S.  citizens or residents will generally be subject to
U.S. Federal income tax and withholding on annuity  distributions at a 30% rate,
unless a lower treaty rate  applies and any required tax forms are  submitted to
ANLIC. In addition,  purchasers may be subject to state premium tax, other state
and/or municipal taxes, and taxes that may be imposed by the purchaser's country
of citizenship or residence.  Prospective purchasers are advised to consult with
a qualified tax adviser regarding U.S., state, and foreign taxation with respect
to the purchase of a Policy.

                                  VOTING RIGHTS

    To the extent  deemed to be required  by law,  we will vote the  Portfolios'
shares held in the Variable Account at regular and special shareholder  meetings
of the Funds in accordance with instructions received from persons having voting
interests in the corresponding  Sub-accounts.  If, however,  the 1940 Act or any
regulation thereunder should be amended or if the present interpretation thereof
should  change,  or if we  determine  that it is allowed  to vote the  Portfolio
shares in its own right, we may elect to do so.

    The number of votes which are available to you will be calculated separately
for each Sub-account. That number will be determined by applying your percentage
interest,  if any,  in a  particular  Sub-account  to the total  number of votes
attributable to that Sub-account.  Prior to the Maturity Date, you hold a voting
interest in each  Sub-account  to which your Policy  Account Value is allocated.
After the Maturity Date, the person receiving  variable annuity payments has the
voting  interest.  The  number  of votes  prior  to the  Maturity  Date  will be
determined by dividing the value of the Policy  allocated to the  Sub-account by
the net asset value per share of the corresponding Portfolio. After the Maturity
Date, you have no voting rights.

                             ALLOCATOR 2000 ANNUITY
                                       30

<PAGE>


    The number of votes of a Portfolio which are available will be determined as
of the  date  coincident  with  the  date  established  by  that  Portfolio  for
determining  shareholders  eligible to vote at the  meeting of the Fund.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Fund.

    Portfolio  shares  attributable  to  the  Policies  as to  which  no  timely
instructions are received will be voted in proportion to the voting instructions
which  are  received  with  respect  to  all  Policies   participating   in  the
Sub-account. Voting instructions to abstain on any item to be voted upon will be
applied on a pro rata basis to reduce the votes eligible to be cast.

    Each person having a voting  interest in an  Sub-account  will receive proxy
material, reports and other materials relating to the appropriate Portfolio.

                                PERFORMANCE DATA

    We may advertise yields and total returns for the Sub-accounts. In addition,
we may  advertise  the effective  yield of the Money Market  Sub-account.  These
figures  will be based on  historical  earnings and are not intended to indicate
future performance.

    The yield of the Money Market  Sub-account  refers to the annualized  income
generated by an investment in the Sub-account over a specified seven-day period.
The yield is calculated by assuming that the income generated for that seven-day
period is generated each seven-day  period over a 52-week period and is shown as
a percentage of the investment. The effective yield is calculated similarly but,
when  annualized,  the income  earned by an  investment  in the  Sub-account  is
assumed to be reinvested.  The effective  yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment.
    The total return  calculation  of a Sub-account  other than the Money Market
Sub-account  assumes an investment has been held in the  Sub-account for various
periods of time including:  (a) one year; (b) five years; (c) ten years; and (d)
a period measured from the date the Sub-account commenced operations.  The total
return will represent the average annual  compounded  rates of return that would
equate  an  initial  investment  of  $1,000  to the  redeemable  value  of  that
investment  as of the last day of each of the periods  referenced  above.  Total
return figures in non-standard formats for the Sub-accounts other than the Money
Market  Sub-account  may also be disclosed from time to time.  The  non-standard
total return will assume that no surrender  occurs at the end of the  applicable
period.  All  non-standard  performance  data  disclosed  will be accompanied by
standard performance data for the same period.

    ANLIC may also advertise  performance  figures for the Sub-accounts based on
the performance of a Portfolio prior to the time the  corresponding  Sub-account
commenced operations.

    Performance  data  calculations  are  discussed  in  further  detail  in the
Statement of Additional Information.

                                PUBLISHED RATINGS

    We may publish in advertisements,  sales literature,  and reports to Owners,
the ratings and other  information  assigned to ANLIC by one or more independent
insurance  industry analyst or rating  organizations such as A. M. Best Company,
Standard & Poor's Ratings Group, and Weiss Research,  Inc. These ratings reflect
the current opinion of an insurance  company's  financial strength and operating
performance in comparison to the norms for the insurance  industry;  they do not
reflect the strength,  performance,  or safety (or lack thereof) of the Variable
Account. The claims-paying ability rating as measured by Standard & Poor's is an
opinion of an  operating  insurance  company's  financial  capacity  to meet the
obligations  of its  insurance  and annuity  policies in  accordance  with their
terms.  These  ratings  should not be  considered  as bearing on the  investment
performance  of the assets  held in the  Variable  Account or the degree of risk
associated with an investment in the Variable Account.


                             ALLOCATOR 2000 ANNUITY
                                       31

<PAGE>


                                LEGAL PROCEEDINGS

    There are no legal  proceedings to which the Variable  Account is a party to
or to which the assets of the Variable Account are subject.  We are not involved
in any litigation that is of material importance in relation to its total assets
or that relates to the Variable Account.

                              FINANCIAL STATEMENTS

    The financial  statements for ANLIC and the Variable Account (as well as the
Auditors' Report thereon) are in the Statement of Additional Information.

                                 ADMINISTRATION


    ANLIC has contracted with Ameritas Life Insurance Corp. ("Ameritas"), having
its principal place of business at 5900 "O" Street, Lincoln,  Nebraska 68501 for
it to provide  ANLIC  with  certain  administrative  services  for the  flexible
premium  variable  annuity  policies.  Ameritas is an  affiliate  of ANLIC and a
member of the Ameritas  Acacia family of  companies.  Pursuant to the terms of a
Service  Agreement,  Ameritas will act as record  keeping  Service Agent for the
policies  and  riders  for an  initial  term of three  years and any  subsequent
renewals  thereof.   Ameritas,  under  the  direction  of  ANLIC,  will  perform
Administrative functions including issuance of policies for reinstatement,  term
conversion,  plan changes and  guaranteed  insurability  options,  generation of
billing  and posting of  premium,  computation  of  valuations,  calculation  of
benefits payable,  maintenance of  administrative  controls over all activities,
correspondence, and data, and providing management reports to ANLIC.


                                  THE YEAR 2000

    Like all insurance  companies,  ANLIC makes  extensive use of dates and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1997. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

    This issue arose because both mainframe and PC-based  computer  hardware and
software have  traditionally  used two digits to identify the year. For example,
the year 1999 is input, stored and calculated as "99." Similarly,  the year 2000
would be input,  stored and  calculated as "00." If computers  assume this means
1900, it could cause errors in  calculations,  comparisons,  and other computing
functions. Like all insurance companies,  ANLIC makes extensive use of dates and
date calculations. We began a corporate-wide Year 2000(Y2K) project in mid-1997.
Our goal is to ensure that our  computer  systems  continue to operate  smoothly
with no service disruptions before, during or after the year 2000.


    As of April 15, 2000,  ANLIC has  experienced no known Y2K problems.  All of
our computer  application  and  operating  systems had been updated for the year
2000  by July  31,  1999.  Continuous  testing  and  monitoring  throughout  the
remainder  of 1999 helped  ANLIC  continue to meet our  contractual  and service
obligations  to our  customers.  In addition to our internal  efforts,  ANLIC is
working  closely with vendors and other  business  partners to confirm that they
too are addressing Y2K issues on a timely basis.  In the event we or our service
providers,  vendors,  financial  institutions  or others  with  which we conduct
business, fail to be Y2K - compliant, there would be a materially adverse effect
on us.

Certain  vendors  and/or  business  partners,  due to their  exposure to foreign
markets, may face additional Y2K issues.  Please see the Funds' prospectuses for
information on the Funds' preparedness for Y2K.


                                 POLICY REPORTS

    At least once each Policy Year a  statement  will be sent to you  describing
the status of the Policy, including setting forth the current Death Benefit, the
current Policy Account Value, the value in the Fixed Account,  the value in each
Sub-account, Premium Payments paid since the last report, charges deducted since
the last report, any partial

                             ALLOCATOR 2000 ANNUITY
                                       32

<PAGE>



surrenders since the last report,  and the current Surrender Value. In addition,
a statement  will be sent to you showing the status of the Policy  following the
transfer of amounts from one Sub-account to another, a partial surrender and the
payment of any Premium Payments  (excluding  those paid by bank draft).  You may
request  that a similar  report be  prepared  at other  times.  We may  charge a
reasonable fee for such requested  reports and may limit the scope and frequency
of such requested reports.

    You will be sent a semi-annual report containing the financial statements of
the Funds as required by the 1940 Act.

                                STATE REGULATION

    We are subject to regulation and supervision by the Insurance  Department of
the  Commonwealth of Virginia which  periodically  examines our affairs.  We are
also subject to the insurance laws and regulations of all jurisdictions where we
are  authorized  to do  business.  A copy of the Policy form has been filed with
and, where required,  approved by insurance officials in each jurisdiction where
the  Policies  are sold.  We are  required to submit  annual  statements  of our
operations,  including financial statements, to the insurance departments of the
various  jurisdictions  in which we do business for the purposes of  determining
solvency and compliance with local insurance laws and regulations.

                                     EXPERTS


    The  statements  of  financial  condition -  statutory  basis of ANLIC as of
December  31,  1999 and  1998  and the  related  statutory-basis  statements  of
operations  and changes in capital and surplus and cash flows for the years then
ended and the financial  statements  of the Variable  Account as of December 31,
1999, and for each of the periods indicated therein as found in the Statement of
Additional  Information have been included herein in reliance upon the report of
_____________,  independent accountants,  given on the authority of that firm as
experts in accounting and auditing.

                                  LEGAL MATTERS

    Matters of the  Commonwealth  of Virginia law  pertaining  to the  Policies,
including  ANLIC's  right to issue the Policies and its  qualification  to do so
under applicable laws and regulations issued  thereunder,  have been passed upon
by Robert-John H. Sands, Senior Vice President and General Counsel.


                             ADDITIONAL INFORMATION

    A  registration  statement has been filed with the SEC, under the Securities
Act of 1933 with respect to the Policy offered hereby.  This prospectus does not
contain all the  information  set forth in the  registration  statement  and the
amendments and exhibits to the registration statement, to all of which reference
is made for further information  concerning the Variable Account,  ANLIC and the
Policy  offered  hereby.  Statements  contained  in  this  prospectus  as to the
contents of the Policy and other legal instruments are summaries. For a complete
statement of the terms thereof, reference is made to such instruments as filed.



                             ALLOCATOR 2000 ANNUITY
                                       33

<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION

    A Statement of  Additional  Information  is available  which  contains  more
details concerning the subjects  discussed in this Prospectus.  The following is
the Table of Contents for that Statement:

GENERAL PROVISIONS..........................................................3
ACCUMULATION UNITS..........................................................4
FIXED ACCOUNT...............................................................5
SURRENDER CHARGE CALCULATION................................................6
PERFORMANCE DATA CALCULATIONS...............................................6
PERFORMANCE FIGURES........................................................10
FEDERAL TAX MATTERS........................................................12
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..........................12
DISTRIBUTION OF THE POLICIES...............................................13
STATE REGULATION...........................................................13
RECORDS AND REPORTS........................................................14
LEGAL MATTERS..............................................................14
EXPERTS....................................................................14
OTHER INFORMATION..........................................................14
FINANCIAL STATEMENTS.......................................................14


                             ALLOCATOR 2000 ANNUITY
                                       34

<PAGE>





Front side of postcard:

                                     Place
                                     STAMP
                                     Here


   ACACIA NATIONAL LIFE INSURANCE COMPANY
   Product Service Center
   P.O. Box 82579 Lincoln, Nebraska  68501


Back side of postcard:

   Allocator 2000 Annuity Logo
   (Put in the upper left corner)

   [ ] I wish to receive the Statement of Additional Information.

   Send To:

   Name:

   Address:







<PAGE>
APPENDIX A


                              QUALIFIED DISCLOSURES

                  *       Information Statement For:
                             408(b) IRA Plans
                             408(k) SEP IRA Plans
                             408(p) SIMPLE IRA Plans
                             408A Roth IRA Plans (when available)

                  *       Information Statement For:
                             401(a) Pension/Profit Sharing Plans
                             403(b) ERISA Plans
                             403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal
                             Restrictions


If this  annuity  is  being  purchased  as a  qualified  plan as  defined  under
specified  sections  of the  Internal  Revenue  Code,  as  purchaser  (owner) or
fiduciary  of an  Employee  Benefit  Plan  purchasing  the  annuity,  you should
carefully review the Information Statement for your specific type of plan.

Depending on the type of plan, we are required to provide this disclosure to you
to meet the  requirements  of the  Internal  Revenue  Code  ("Code")  and/or the
Employee Retirement Income Security Act of 1974 (ERISA).

Acknowledgment of your receipt of the required disclosure is included within the
application language above your signature.

                             Table of Contents

     Information Statement
       408(b) Individual Retirement Annuity (IRA) Plans
       408(k) Simplified Employee Pension (SEP IRA) Plans
       408(p) Savings Incentive Match (SIMPLE IRA) Plans
       408A Roth IRA Plans................................................QD 1

    Information Statement
       401(a) Pension/Profit Sharing Plans
       403(b) ERISA Plans
       403(b) Tax Sheltered Annuity (TSA) Plans-Withdrawal Restrictions...QD 12

                                     ACACIA NATIONAL LIFE INSURANCE COMPANY LOGO


<PAGE>

                                     ACACIA NATIONAL LIFE INSURANCE COMPANY LOGO

                    INFORMATION STATEMENT

                    408(B) INDIVIDUAL RETIREMENT ANNUITY (IRA) PLANS
                    408(K) SIMPLIFIED EMPLOYEE PENSION (SEP IRA) PLANS
                    408(P) SAVINGS INCENTIVE MATCH (SIMPLE IRA)
                    408A ROTH IRA

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

For  purchasers of a 408(b)  Individual  Retirement  Annuity (IRA) Plan,  408(k)
Simplified  Employee  Pension (SEP IRA) Plan,  408(p)  Savings  Incentive  Match
(SIMPLE  IRA)  Plan  or a 408A  Roth  IRA  (if  available),  please  review  the
following:

PART 1.  PROCEDURE FOR REVOKING THE IRA PLAN:

After you  establish an IRA Plan with Acacia  National  Life  Insurance  Company
(ANLIC),  you are able to revoke  your IRA within a limited  time and  receive a
full refund of the initial  premium paid, if any. The period for revocation will
not be less than the legal minimum of seven (7) days following the date your IRA
is established with ANLIC.

To revoke your IRA, you should send a signed and dated written notice to: Acacia
National Life Service Center, P.O. Box 82529, Lincoln, NE 68501-2579.

If your IRA contract was delivered to you, the contract  should  accompany  your
notice of revocation. Your notice of revocation will be considered mailed on the
date of the postmark (or certification or registration,  if applicable), if sent
by United States mail, properly addressed and by first class postage prepaid.

To obtain further information about the revocation procedure, contact your ANLIC
Representative or call 1-800-745-1112.

PART II.  PROVISIONS OF THE IRA LAW:

ANLIC's  Allocator 2000 Annuity (Form 850-000  3-96),  can be used for a Regular
IRA, a Rollover IRA, a Spousal IRA  Arrangement,  a Simplified  Employee Pension
Plan (SEP IRA), or a salary reduction  Simplified Employee Pension Plan (SARSEP)
or a SIMPLE IRA or a Roth IRA.  A separate  policy  must be  purchased  for each
individual under each plan.  State income tax treatment of IRAs varies,  so this
disclosure  only  discusses  the federal tax treatment of IRAs.  Please  discuss
state income tax treatment of an IRA with your tax advisor.

While  provisions  of the IRA law are  similar  for all such  plans,  any  major
differences are set forth under the appropriate topics below.

A.  ELIGIBILITY:

    REGULAR IRA PLAN:  Any  individual  under age 70 1/2 and earning income from
    personal  services,   is  eligible  to  establish  an  IRA  Plan,   although
    deductibility  of the  contributions  is determined by adjusted gross income
    ("AGI") and whether the individual(or the individual's spouse) is an "active
    participant" in an employer sponsored retirement plan.

    ROLLOVER IRA: This is an IRA plan  purchased  with your  distributions  from
    another IRA  (including a SEP IRA,  SARSEP or SIMPLE IRA), a Section  401(a)
    Qualified Retirement Plan, or a Section 403(b) Tax Sheltered Annuity (TSA).

    Amounts transferred as Rollover Contributions are not taxable in the year of
    distribution  (provided the rules for Rollover  treatment are satisfied) and
    may or may not be subject to  withholding.  Rollover  Contributions  are not
    deductible.

    SPOUSAL IRA ARRANGEMENT:  A Spousal IRA,  consisting of a separate  contract
    for each  spouse,  may be set up  provided  a joint  return  is  filed,  the
    "nonworking spouse" has less taxable compensation,  if any, for the tax year
    than the working spouse, and is under age 70 1/2 at the end of the tax year.

    Divorced  spouses can continue a spousal IRA or start a Regular IRA based on
    the  standard  IRA  eligibility  rules.  All taxable  alimony  received by a
    divorced spouse under a decree of divorce or separate maintenance is treated
    as compensation for purposes of the IRA deduction limit.

    ROTH IRAS:  A Roth IRA must be  designated  as such when it is  established.
    Eligibility  to contribute or convert to a Roth IRA is subject to income and
    other limits.  Unlike deductible IRAs, if eligible,  you may contribute to a
    Roth IRA EVEN AFTER AGE 70 1/2.

    1. A  REGULAR  ROTH  IRA  is  a  Roth  IRA  established  to  receive  annual
       contributions  and/or  qualified  rollover  contributions  (including IRA
       conversion  contributions)  from  other  Roth IRAs or from  other IRAs if
       permitted by the policy and endorsement.

       Roth  IRAs  are  available   beginning  in  1998.  Unlike  Regular  IRAs,
       contributions to a Roth IRA are not deductible for tax purposes. However,
       any gain accumulated in a Roth IRA may be nontaxable,  depending upon how
       and when withdrawals are made.

    2. A ROTH CONVERSION IRA is a Roth IRA established to receive only rollovers
       or  conversions  from  non-Roth  IRAs  made in the  same  tax year and is
       limited to such contributions.

                                      QD 1
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


    3. SPOUSAL ROTH IRA  ARRANGEMENT:  Beginning in 1998, a Spousal Roth IRA may
       be set up for a "non-working"  spouse who has less taxable  compensation,
       if any, for the tax year than the  "working"  spouse,  regardless of age,
       provided  the spouses file a joint tax return and subject to the adjusted
       gross income ("AGI") limits described in PART II, MAXIMUM CONTRIBUTIONS -
       SPOUSAL  ROTH IRA  ARRANGEMENT.  Divorced  spouses can continue a Spousal
       Roth  IRA or  start a  regular  Roth  IRA  based  on  standard  Roth  IRA
       eligibility rules.  Taxable alimony received by the divorced spouse under
       a decree of divorce or separate  maintenance  is treated as  compensation
       for purposes of Roth IRA eligibility limits.

       SIMPLIFIED  EMPLOYEE  PENSION PLAN (SEP IRA):  An employee is eligible to
       participate in a SEP IRA Plan based on eligibility requirements set forth
       in form 5305-SEP or other plan document provided by the employer.

       SALARY REDUCTION  SIMPLIFIED EMPLOYEE PENSION PLAN (SARSEP):  An employee
       is  eligible  to  participate  in a  SARSEP  plan  based  on  eligibility
       requirements set forth in form 5305A-SEP or the plan document provided by
       the employer.  New SARSEP plans may not be established after December 31,
       1996.  SARSEPs  established  prior to January 1, 1997,  may  continue  to
       receive  contributions after 1996, and new employees hired after 1996 are
       also permitted to participate in such plans.

       SAVINGS  INCENTIVE  MATCH PLAN FOR EMPLOYEES OF SMALL  EMPLOYERS  (SIMPLE
       IRA): An employee is eligible to  participate  in a SIMPLE IRA Plan based
       on eligibility  requirements  set forth in Form 5304-SIMPLE or other plan
       document  provided by the employer.  A SIMPLE IRA must be  established as
       such,  thus some  policies may not be available for use with a SIMPLE IRA
       Plan.

B.  NONTRANSFERABILITY:  You may not  transfer,  assign  or sell  your  IRA Plan
    (including a SIMPLE IRA, SEP IRA,  SARSEP or Roth IRA) to anyone  (except in
    the case of transfer incident to divorce).

C.  NONFORFEITABILITY:  The value of your IRA Plan (all types included)  belongs
    to you at all times, without risk of forfeiture.

D.  PREMIUM: The annual premium (if applicable) of your IRA Plan or Roth IRA may
    not exceed the lesser of $2,000,  or 100% of  compensation  for the year (or
    for Spousal IRAs,  or Spousal Roth IRAs,  the combined  compensation  of the
    spouses reduced by any Roth IRA or deductible IRA  contribution  made by the
    "working" spouse). Any premium in excess of or in addition to $2,000 will be
    permitted only as a "Rollover Contribution" (or "Conversion" contribution to
    a Roth IRA). Your  contribution  must be made in cash. For IRAs  established
    under SEP Plans (SEP IRAs), premiums are limited to the lesser of $30,000 or
    15% of the  first  $150,000  of  compensation  (adjusted  for cost of living
    increases). In addition, if the IRA is under a SARSEP Plan established prior
    to January 1, 1997,  annual premiums made by salary reduction are limited to
    $7,000 (adjusted for cost of living increases).  Premiums under a SIMPLE IRA
    are limited to permissible levels of annual employee elective  contributions
    (up to $6,000  adjusted for cost of living  increases)  plus the  applicable
    percentage of employer matching  contributions (up to 3% of compensation but
    not  in  excess  of  $6,000,  as  adjusted)  or  of  employer   non-elective
    contributions  (2% of  compensation  (subject to the cap under Code  Section
    401(a)(17) as indexed) for each eligible employee).

E.  MAXIMUM CONTRIBUTIONS:

    REGULAR  IRA PLAN:  In any year that your  annuity is  maintained  under the
    rules for a Regular IRA Plan,  your maximum  contribution is limited to 100%
    of your  compensation  or $2,000,  whichever is less.  Further,  this is the
    maximum  amount you may  contribute  to ALL IRAs in a year  (including  Roth
    IRAs, but not Education IRAs or employer  contributions  or salary deferrals
    made to SEP or SIMPLE IRAs). The amount of permissible contributions to your
    Regular IRA may or may not be deductible.  Whether IRA contributions  (other
    than  Rollovers) are deductible  depends on whether you (or your spouse,  if
    married) are an active participant in an employer-sponsored  retirement plan
    and whether  your  adjusted  gross  income  ("AGI") is above the  "phase-out
    level." Beginning for tax years after 1997, you will only be deemed to be an
    active  participant  and  your  deductions  for  contributions   subject  to
    phase-out  because of your spouse's  participation in an  employer-sponsored
    retirement  plan, if your combined  adjusted gross income exceeds  $150,000.
    SEE PART III. C., DEDUCTIBLE IRA CONTRIBUTIONS.

    ROLLOVER  IRA:  A Plan  to  Plan  Rollover  is a  method  for  accomplishing
    continued  tax  deferral on  otherwise  taxable  distributions  from certain
    plans. Rollover  contributions are not subject to the contribution limits on
    Regular IRA contributions, but also are not tax deductible.

    There are two ways to make a rollover to an IRA:

   (1) PARTICIPANT ROLLOVERS are available to participants, surviving spouses or
       former spouses who receive eligible  rollover  distributions  from 401(a)
       Qualified  Retirement Plans, TSAs or IRAs (including SEPs,  SARSEPs,  and
       SIMPLE IRAs). Participant Rollovers are accomplished by contributing part
       or all of the  eligible  amounts  (which  includes  amounts  withheld for
       federal  income tax  purposes)  to your new IRA within 60 days  following
       receipt of the distribution.  IRA to IRA Rollovers are limited to one per
       distributing plan per 12 month period,  while direct IRA to IRA transfers
       (where you do not  directly  receive a  distribution)  are not subject to
       this limitation.  Distributions  from a SIMPLE IRA may not be rolled over
       or  transferred  to an IRA (which  isn't a SIMPLE  IRA) during the 2 year
       period  following  the date you  first  participate  in any  SIMPLE  Plan
       maintained by your employer.

   (2) DIRECTROLLOVERS  are available  to  participants,  surviving  spouses and
       former spouses who receive eligible  rollover  distributions  from 401(a)
       Qualified  Retirement  Plans  or  TSAs.  Direct  Rollovers  are  made  by
       instructing  the plan  trustee,  custodian  or issuer to pay the eligible
       portion of your distribution directly to the trustee, custodian or issuer
       of the  receiving  IRA.  Direct  Rollover  amounts  are  not  subject  to
       mandatory federal income tax withholding.

                                      QD 2
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


       FOR RULES  APPLICABLE  TO ROLLOVERS  OR  TRANSFERS TO ROTH IRAS,  SEE THE
       PARAGRAPHS ON ROTH AND ROTH CONVERSION IRAS, BELOW.

    Certain  distributions  are NOT  considered  to be eligible for Rollover and
    include: (1) distributions which are part of a series of substantially equal
    periodic  payments  (made at  least  annually)  for 10  years  or more;  (2)
    distributions  attributable to after-tax employee  contributions to a 401(a)
    Qualified  Retirement Plan or TSA; (3) required minimum  distributions  made
    during or after  the year you reach age 70 1/2 or, if later and  applicable,
    the year in which you retire;  and (4) amounts in excess of the cash (except
    for certain loan offset  amounts) or in excess of the proceeds from the sale
    of property  distributed.  Also, hardship  distributions made from 401(k) or
    403(b)  plans on or after  January  1,  1999,  will no longer be  considered
    eligible  rollover  distributions,  except  as  otherwise  permitted  by the
    Internal Revenue Service.  The Service announced transition relief from this
    rule for 1999.

    At the time of a Rollover,  you must  irrevocably  designate in writing that
    the transfer is to be treated as a Rollover  Contribution.  Eligible amounts
    which are not rolled over are normally taxed as ordinary  income in the year
    of  distribution.  If a  Rollover  Contribution  is  made  to an IRA  from a
    Qualified  Retirement  Plan,  you may later be able to roll the value of the
    IRA into a new employer's plan PROVIDED YOU MAKE NO CONTRIBUTIONS TO THE IRA
    OTHER THAN FROM THE FIRST  EMPLOYER'S  PLAN. THIS IS KNOWN AS "CONDUIT IRA,"
    AND YOU  SHOULD  DESIGNATE  YOUR  ANNUITY  AS SUCH  WHEN YOU  COMPLETE  YOUR
    APPLICATION.

    SPOUSAL IRA  ARRANGEMENT:  In any year that your annuity is maintained under
    the  rules for a Spousal  IRA,  the  maximum  combined  contribution  to the
    Spousal IRA and the "working"  spouse's IRA for tax years after 1996, is the
    lesser  of 100%  of the  combined  compensation  of both  spouses  which  is
    includable in gross income (reduced by the amount of any  contributions to a
    Roth IRA or the amount  allowed as a deduction to the  "working"  spouse for
    contribution  to his or her own IRA) or $4,000.  No more than  $2,000 may be
    contributed to either spouse's IRA.  Whether the  contribution is deductible
    or   non-deductible   depends  on  whether   either  spouse  is  an  "active
    participant"  in an  employer-sponsored  retirement  plan for the year,  and
    whether  the  adjusted  gross  income of the couple is above the  applicable
    phase-out level. (SEE PART III. C., DEDUCTIBLE IRA CONTRIBUTIONS).

    The  contribution  limit for divorced spouses is the lesser of $2,000 or the
    total of the taxpayer's  taxable  compensation  and alimony received for the
    year.  (Married  individuals who live apart for the entire year and who file
    separate tax returns are treated as if they are single when  determining the
    maximum deductible contribution limits).

    ROTH IRA: The maximum total annual  contribution  an individual  can make to
    all IRAs (including Roth IRAs, but not Education,  SARSEP or SIMPLE IRAs) is
    the lesser of $2,000 or 100% of compensation.  (This limit does not apply to
    rollover contributions,  which includes amounts converted from a Regular IRA
    to a Roth IRA). If an individual  contributes to both a Regular IRA and Roth
    IRA for the same tax year,  contributions  are  treated as first made to the
    Regular  IRA. For Roth IRAs (which are  available  beginning in the 1998 tax
    year) this  $2,000  limitation  is phased  out for  adjusted  gross  incomes
    between $150,000 and $160,000 for joint filers; between $95,000 and $110,000
    for single taxpayers; and between $0 and $10,000 for married individuals who
    file  separate tax returns.  AGI for this  purpose  includes any  deductible
    contribution to a Regular IRA, (i.e., the deduction is disregarded) but does
    not  include  any amount  included  in income as a result of a  rollover  or
    conversion from a non-Roth IRA to a Roth IRA.

    Rollovers  and  transfers  may  also be made  from one  Regular  Roth IRA to
    another.  Such  rollovers or  transfers  are  generally  subject to the same
    timing and frequency  rules as apply to Participant  Rollovers and transfers
    from  one  Regular  or  Rollover  IRA to  another.  (SEE  PART  II,  MAXIMUM
    CONTRIBUTIONS: ROLLOVER IRA, ABOVE).

Also,  beginning in the 1998 tax year, rollovers or conversions may be made from
non-Roth IRAs to a Roth IRA. These  contributions may be commingled with regular
Roth  contributions  if your  contract  permits.  To be  eligible to make such a
conversion or rollover from a non-Roth IRA, the taxpayer's adjusted gross income
("AGI") for the taxable year cannot exceed $100,000 (joint or individual) and he
or she must not be married  filing a separate  tax return  (unless the  taxpayer
lives  apart  from his of her spouse at all times  during the year).  A rollover
from a  non-Roth  IRA to a Roth IRA  does  not  count  toward  the  limit of one
rollover  per IRA in any 12-month  period  under the normal IRA rollover  rules.
Also,  eligible  rollover  distributions  received  by you or your spouse from a
qualified plan other than an IRA, may not be directly rolled over to a Roth IRA.
However,  you may be able to roll such a  distribution  over to a non-Roth  IRA,
then  convert  that  IRA to a Roth  IRA.  Also  if you  are  eligible  to make a
conversion,  you may  transfer  amounts  from most  non-Roth  IRAs  (other  than
Education  IRAs).  Conversion of an  individual's  SIMPLE IRA is only  permitted
after  expiration of the 2-year  period which begins on the date the  individual
first  participated in any SIMPLE IRA Plan of the employer.  Once an amount in a
SIMPLE IRA or SEP has been  converted to a Roth IRA, it is treated as a Roth IRA
contribution for all purposes. Future contributions under the SEP or SIMPLE Plan
may not be made to the Roth IRA. AGI for the purpose of determining  eligibility
to convert to a Roth IRA does not  include  any amount  included  in income as a
result of a rollover or  conversion  from a non-Roth IRA to a Roth IRA, but does
include the amount of any deductible  contribution made to a Regular IRA for the
tax year. In addition,  for tax years beginning before January 1, 2005, required
minimum  distributions  from  an  IRA  are  included  in  AGI  for  purposes  of
determining  eligibility  for conversion to a Roth IRA.  However,  for tax years
beginning after December 31, 2004,  required minimum  distributions  from an IRA
will not be included in AGI (solely for purposes of determining the $100,000 AGI
limit on conversions).

ROTH  CONVERSION  IRA: A Roth Conversion IRA is a Roth IRA that only accepts IRA
conversion contributions made during the same tax year. YOU SHOULD NOT DESIGNATE
YOUR POLICY AS A ROTH  CONVERSION  IRA IF YOU WISH TO MAKE BOTH REGULAR ROTH AND
CONVERSION CONTRIBUTIONS TO THE POLICY.


                                      QD 3
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


SPOUSAL  ROTH  IRA  ARRANGEMENT:   Beginning  in  the  1998  tax  year,  if  the
"non-working"  spouse's  compensation  is less than  $2,000,  the spouses file a
joint tax return,  and their  combined  AGI  (unreduced  by any  deductible  IRA
contribution  made for the year,  but not  including  any amounts  includable in
income  as a result  of a  conversion  to a Roth IRA) is  $150,000  or below,  a
contribution  of up to $2,000 may be made to a separate  Spousal Roth IRA in the
name of the "non-working" spouse. The $2,000 limit is phased out proportionately
between $150,000 and $160,000 of AGI (modified as described above).  Spouses are
not required to make equal contributions to both Roth IRAs; however no more than
$2,000 may be  contributed to the "working" or  "non-working"  spouse's Roth IRA
for any year, and the total amount  contributed  annually to all IRAs (including
both Roth and Regular  IRAs,  but not  Education  IRAs) for both spouses  cannot
exceed  $4,000.  If the combined  compensation  of both spouses  (reduced by any
deductible  IRA or  non-deductible  Roth  contributions  made for the  "working"
spouse) is less than $4,000,  the total  contribution for all IRAs is limited to
the total  amount of the  spouses'  combined  compensation.  These limits do not
apply to rollover contributions.

For  divorced  spouses,  the  contribution  limit to a Roth IRA is the lesser of
$2,000 or the total of the taxpayer's  compensation and alimony received for the
year,  subject  to the  applicable  phase-out  limits  for  eligibility  to make
contributions to a Roth IRA. (Married  individuals who live apart for the entire
year and who file  separate  tax  returns are treated as if they are single when
determining the maximum contribution they are eligible to make in a Roth IRA).

SEP IRA PLAN: In any year that your annuity is maintained  under the rules for a
SEP Plan, the employer's maximum contribution is the lesser of $30,000 or 15% of
your first $150,000 of compensation  (adjusted for cost-of-living  increases) or
as  changed  under  Section  415 of the  Code.  You  may  also  be  able to make
contributions to your SEP IRA the same as you do to a Regular IRA; however,  you
will be  considered an "active  participant"  for purposes of  determining  your
deduction limit. In addition to the above limits,  if your annuity is maintained
under  the  rules  for  a  SARSEP,   the  maximum  amount  of  employee  pre-tax
contributions  which  can be  made  is  $7,000  (adjusted  for  cost  of  living
increases).  After December 31, 1996,  new SARSEP plans may not be  established.
Employees  may,  however,  continue to make salary  reductions  to a SARSEP plan
established  prior to  January 1,  1997.  In  addition,  employees  hired  after
December 31, 1996 may participate in SARSEP plans established by their employers
prior to 1997.

SIMPLE IRA: Contributions to a SIMPLE IRA may not exceed the permissible amounts
of employee elective  contributions and required employer matching contributions
or non-elective  contributions.  Annual employee elective  contributions must be
expressed as a percentage of  compensation  and may not exceed $6,000  (adjusted
for cost of living  increases).  If an employer  elects a matching  contribution
formula,  it is generally  required to match employee  contributions  dollar for
dollar up to 3% of the employee's  compensation  for the year (but not in excess
of $6,000 as adjusted for cost-of-living  adjustments).  An employer may elect a
lower  percentage  match (but not below 1%) for a year,  provided certain notice
requirements  are satisfied and the  employer's  election will not result in the
matching  percentage  being  lower  than 3% in more than 2 of the 5 years in the
5-year  period ending with that calendar  year.  Alternatively,  an employer may
elect to make non-elective contributions of 2% of compensation for all employees
eligible to participate in the plan who have at least $5,000 in compensation for
the year. The employer must notify  employees of this election within  specified
timeframes in advance of the plan year or election  period.  "Compensation"  for
purposes of the 2% non-elective  contribution option may not exceed the limit on
compensation  under Code  Section  401(a)(17)  ($150,000,  adjusted  for cost of
living increases).

F.  DISTRIBUTIONS:

    1. NON-ROTH IRA MINIMUM DISTRIBUTION REQUIREMENTS:

       Payments  to you from your IRA Plan (other than a Roth IRA) must begin no
       later than the April 1 following  the close of the calendar year in which
       you attain age 70 1/2, the Required Beginning Date (RBD). If you have not
       already  withdrawn  your  entire  balance by this date,  you may elect to
       receive  the  entire  value of your IRA Plan on or before  the RBD in one
       lump sum;  or arrange for an income to be paid over your  lifetime,  your
       expected lifetime, or over the lifetimes or expected lifetimes of you and
       your  designated  beneficiary.  UNDER A ROTH IRA, YOU ARE NOT REQUIRED TO
       TAKE DISTRIBUTIONS WHILE YOU ARE LIVING, EVEN AFTER YOU REACH AGE 70 1/2.

       RATE OF  DISTRIBUTION:  If you  arrange  for the  value  of your IRA Plan
       (other  than a Roth IRA) to be paid to you as  retirement  income  rather
       than as one lump  sum,  then you must  abide by IRS rules  governing  how
       quickly the value of your IRA plan must be paid out to you. Generally, it
       is acceptable to have an insurance  company annuity pay income to you for
       as long as you live, or for as long as you and your beneficiary live.

                                             QD-3
       Once you reach your RBD, you must withdraw a minimum  amount each year or
       be subject to a 50%  non-deductible  excise tax on the difference between
       the  minimum  required  distribution  and  the  amount  distributed.   To
       determine  the required  minimum  distribution  for your first  "required
       distribution  year"  (assuming  an annuity  payout has not been  elected)
       divide your entire interest (subject to certain  adjustments) in your IRA
       (generally as of December 31 of the calendar year  immediately  preceding
       your  age 70 1/2  year)  by  your  life  expectancy  or  the  joint  life
       expectancies  of you and  your  designated  beneficiary.  For  subsequent
       required distribution calendar years, the applicable life expectancy(ies)
       will be applied to your IRA  account  balance  as of  December  31 of the
       calendar  year  immediately  preceding  the  distribution  calendar  year
       (subject  to  adjustments).  Your  single  or joint  life  expectancy  is
       determined by using IRS life expectancy  tables. See IRS Publications 575
       and 590.

       Your  life  expectancy  (and  that  of  your  spousal   beneficiary,   if
       applicable) will be recalculated  annually,  unless you irrevocably elect
       otherwise  by the time  distributions  are  required  to begin.  With the
       recalculation  method,  if  a  person  whose  life  expectancy  is  being
       recalculated  dies,  his or her  life  expectancy  will  be  zero  in all
       subsequent years. The life expectancy of a non-spouse  beneficiary cannot
       be recalculated. Where life expectancy is not recalculated, it is reduced
       by one  year for  each  year  after  your 70 1/2  year to  determine  the
       applicable remaining life expectancy. Also, if your benefit is payable in
       the form of a joint and survivor annuity,  a larger minimum  distribution
       amount may be required during your lifetime under IRS regulations, unless
       your spouse is the designated beneficiary. If your designated beneficiary
       is not your spouse, the designated beneficiary's age will be deemed to be
       no more  than ten (10)  years  younger  than  you when  determining  life
       expectancy for required payouts. However, under current I.R.S. proposed

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<PAGE>


       regulations,  this  rule  only  applies  while  you are  living  and life
       expectancy of your beneficiary after your death can be determined without
       regard to this rule.

       NON-ROTH IRA MINIMUM  DISTRIBUTION  REQUIREMENTS  AFTER DEATH. If you die
       after the RBD, amounts undistributed at your death must be distributed at
       least  as  rapidly  as  under  the   method   being  used  to   determine
       distributions  at the time of your death. If you die before the RBD, your
       entire  interest must generally be distributed by the end of the calendar
       year which  contains the fifth  anniversary of your death (the "five year
       payout rule").  However, if a beneficiary is designated,  the beneficiary
       may elect to receive distributions over his or her life expectancy if the
       beneficiary  so elects by December 31 of the year  following  the year of
       your death.  If the  beneficiary  fails to make an  election,  the entire
       benefit  will be paid to the  beneficiary  under  the "five  year  payout
       rule".  Also,  if the  designated  beneficiary  is your spouse,  the life
       annuity  distribution  must  begin  by the  later of  December  31 of the
       calendar year following the calendar year of your death or December 31 of
       the year in which you would have attained age 70 1/2. If your  designated
       beneficiary is not your spouse, life annuity  distributions must begin by
       December 31 of the year following  your death. A surviving  spouse may in
       the  alternative  elect to treat the  policy as his or her own IRA.  This
       election may be expressly made or will be deemed made if the spouse makes
       a regular IRA contribution to the policy, makes a rollover to or from the
       IRA, or fails to elect minimum distributions as described above.

    2. ROTH IRA DISTRIBUTION REQUIREMENTS:

       ROTH IRA MINIMUM DISTRIBUTION  REQUIREMENTS WHILE YOU ARE LIVING. As long
       as you are alive, you are not required to take  distributions from a Roth
       IRA, even after you reach age 70 1/2.

       ROTH IRA MINIMUM  DISTRIBUTION  REQUIREMENTS  AFTER YOUR  DEATH.  Minimum
       distribution  requirements  apply to Roth IRAs only after you die. If you
       die after you have reached your Annuity  Date,  and have begun to receive
       distributions  under an annuity  option (not  including an interest  only
       option),  the remaining portion of your policy interests will continue to
       be distributed to your designated  beneficiary  according to the terms of
       the elected options,  (provided that method satisfies the requirements of
       Code Section 408(b)(3), as modified by Code Section 408A(c)(5)).

       If  you  die  before  you  have  elected  an  annuity  option  or  before
       distribution  of your  entire  interest  in the  policy  has been made or
       begun,   your  entire  interest  in  your  Roth  IRA  generally  must  be
       distributed  by the end of the  calendar  year which  contains  the fifth
       anniversary  of your death (the "five year  payout  rule").  However,  if
       there  is a  designated  beneficiary,  he or she  may  elect  to  receive
       distributions  over a period not longer  than his or her life  expectancy
       provided the election is made and  distributions  commence by December 31
       of the calendar year  following  the calendar year of your death.  If the
       beneficiary does not make this election,  the entire benefit will be paid
       to him or her under the  "five  year  payout  rule".  If your  designated
       beneficiary  is your  surviving  spouse,  he or she may  elect  to  delay
       distributions  until the later of the end of the calendar year  following
       the year in which you died or the end of the year in which you would have
       reach age 70 1/2. If your sole  designated  beneficiary is your surviving
       spouse,  he or she may elect to treat  the  policy as his or her own Roth
       IRA by making an express  election to do so, by making a regular Roth IRA
       contribution or rollover  contribution  (as applicable or as permissible)
       to the policy,  or by failing to elect  minimum  distributions  under the
       "five year payout rule" or the life annuity options discussed above.

       Life expectancies will be determined by using IRS life expectancy tables.
       A surviving  spouse's  life  expectancy  will be  recalculated  annually,
       unless he or she irrevocably  elects otherwise.  Non-spousal  beneficiary
       life expectancies will be determined using the beneficiary's attained age
       in the  calendar  year  distributions  are required to begin and reducing
       life expectancy by one for each year thereafter.

    3. TAKING REQUIRED MINIMUM DISTRIBUTIONS FROM ONE IRA:

       AGGREGATING  MINIMUM  DISTRIBUTIONS:  If you are required to take minimum
       distributions  from  more  than one IRA  (either  as owner of one or more
       Regular IRAs and/or as a beneficiary of one or more  decedent's Roth IRAs
       or Regular IRAs),  you may not have to take a minimum  distribution  from
       each IRA.  (Regular and Roth IRAs are treated as different types of IRAs,
       so minimum  distributions  from a Roth IRA will not  satisfy  the minimum
       distributions  required from a Regular IRA). Instead,  you may be able to
       calculate  the  minimum   distribution   amount  required  for  each  IRA
       (considered to be of the same type) separately,  add the relevant amounts
       and  take  the  total  required  amount  from  one  IRA or  Roth  IRA (as
       applicable).   However,   an  individual   required  to  receive  minimum
       distributions  as a  beneficiary  under a Roth IRA can only  satisfy  the
       minimum  distributions for one Roth IRA by receiving  distributions  from
       another Roth IRA if the Roth IRAs were  inherited from the same decedent.
       Because  of  these  requirements,   ANLIC  cannot  monitor  the  required
       distribution  amounts from ANLIC IRAs. Please check with your tax advisor
       to verify that you are receiving the proper amount from all of your IRAs.

PART III.  RESTRICTIONS AND TAX CONSIDERATIONS:

A.  TIMING OF  CONTRIBUTIONS:  Once you  establish an IRA,  (including a Roth or
    Spousal Roth IRA)  contributions must be made by the due date, not including
    extensions, for filing your tax return.  (Participant Rollovers must be made
    within 60 days of your receipt of the  distribution.)  A  CONTRIBUTION  MADE
    BETWEEN JANUARY 1 AND THE FILING DUE DATE FOR YOUR RETURN, MUST BE SUBMITTED
    WITH  WRITTEN  DIRECTION  THAT IT IS BEING MADE FOR THE PRIOR TAX YEAR OR IT
    WILL BE TREATED AS MADE FOR THE CURRENT TAX YEAR. SEP IRA contributions must
    be made by the due date of the Employer's tax return (including extensions).
    SIMPLE

    IRA contributions, if permitted, must be made by the tax return due date for
    the employer (including  extensions) for the year for which the contribution
    is made.  Note,  an employer  is required to make SIMPLE plan  contributions
    attributable  to  employee   elective   contributions   as  soon  as  it  is
    administratively   feasible  to  segregate  these   contributions  from  the
    employer's  general  assets,  but in no event later than the 30th day of the
    month  following  the month in which the amounts would have  otherwise  been
    payable to the employee in cash.

B.  TIMING OF ROTH IRA  CONVERSIONS:  Conversions  from a non-Roth IRA to a Roth
    IRA for a tax year,  MUST BE INITIATED SO THAT THE  DISTRIBUTION OR TRANSFER
    FROM THE NON-ROTH  IRA IS MADE BY DECEMBER 31 OF THAT YEAR.  YOU DO NOT HAVE
    UNTIL THE DUE DATE OF YOUR TAX RETURN FOR A YEAR TO CONVERT A REGULAR IRA TO
    A ROTH IRA FOR THAT TAX YEAR. For example, if

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<PAGE>


    you wish to convert a Regular IRA to a Roth IRA in 1998,  the conversion and
    transfer must be made by December 31, 1998,  even though your tax return for
    1998 may not be due until April 15, 1999.

C.  DEDUCTIBLE IRA  CONTRIBUTIONS:  The amount of permissible  contributions  to
    your Regular IRA may or may not be deductible. If you or your spouse are not
    active   participants  in  an  employer   sponsored   retirement  plan,  any
    permissible contribution you make to your IRA will be deductible.  If you or
    your spouse are an active  participant in an  employer-sponsored  retirement
    plan,  the size of your  deduction  if any,  will  depend  on your  combined
    adjusted gross income (AGI).

    If you are not an active participant in an employer sponsored plan, but your
    spouse is an active participant,  you may take a full deduction for your IRA
    contribution  (other than to a Roth IRA) if your AGI is below  $150,000;  if
    you are not an active participant but your spouse is, the maximum deductible
    contribution for you is phased out at AGIs between $150,000 and $160,000.

    If you are an active participant in an employer  sponsored  requirement plan
    you may make deductible contributions if your AGI is below a threshold level
    of income.  For  single  taxpayers  and  married  taxpayers  (who are filing
    jointly and are both active participants) the available deduction is reduced
    proportionately  over a phaseout  range.  If you are  married  and an active
    participant in an employer  retirement  plan, but file a separate tax return
    from your  spouse,  your  deduction  is phased out between $0 and $10,000 of
    AGI.

    If your AGI is not above the maximum  applicable  phase out level, a minimum
    contribution of $200 is permitted  regardless of whether the phase out rules
    provide for a lesser amount.

    Active participants with income above the phaseout range are not entitled to
    an IRA  deduction.  Due to changes made by the Taxpayer  Relief Act of 1997,
    the phaseout limits are scheduled to increase as follows:


    Married filing                                                 Single/Head
    Year                              Jointly                      of Household
   -----------------------------------------------------------------------------

                AGI                                    AGI


    1998.........................$50,000 - $60,000............$30,000 - $40,000
    1999.........................$51,000 - $61,000............$31,000 - $41,000
    2000.........................$52,000 - $62,000............$32,000 - $42,000
    2001.........................$53,000 - $63,000............$33,000 - $43,000
    2002.........................$54,000 - $64,000............$34,000 - $44,000
    2003.........................$60,000 - $70,000............$40,000 - $50,000
    2004.........................$65,000 - $75,000............$45,000 - $55,000
    2005.........................$70,000 - $80,000............$50,000 - $60,000
    2006.........................$75,000 - $85,000............$50,000 - $60,000
    2007 and thereafter..........$80,000 - $100,000...........$50,000 - $60,000

    You can elect to treat deductible contributions as non-deductible.  SEP IRA,
    SARSEP, SIMPLE IRA and Roth IRA contributions are not deductible by you.

    Remember, except for rollovers, conversions or transfers, the maximum amount
    you may  contribute to all IRAs  (including  Roth and Regular IRAs,  but not
    Education  IRAs) for a  calendar  year is  $2,000  or 100% of  compensation,
    whichever is less.

D.  NON-DEDUCTIBLE  REGULAR IRA  CONTRIBUTIONS:  It is possible  for you to make
    non-deductible contributions to your Regular IRA (not including SIMPLE IRAs)
    even if you are not eligible to make deductible  contributions  to a Regular
    IRA or non- deductible  contributions to a Roth IRA for the year. The amount
    of  non-deductible  contributions  you can make  depends  on the  amount  of
    deductible  contributions  you  make.  The  sum of your  non-deductible  and
    deductible  contributions for a year may not exceed the lesser of (1) $2,000
    ($4,000  combined when a Spousal IRA is also involved),  or (2) 100% of your
    compensation  (or,  if a  Spousal  IRA is  involved,  100% of you  and  your
    spouse's combined compensation,  reduced by the amount of any deductible IRA
    contribution and non-deductible  Roth IRA contribution made by the "working"
    spouse).  For plan years  beginning on or after January 1, 1998,  the sum of
    your   annual   non-deductible   (including   Roth   IRA)   and   deductible
    contributions,  other than when  combined with a Spousal IRA or Spousal Roth
    IRA,  may  not  exceed  $2,000.   IF  YOU  WISH  TO  MAKE  A  NON-DEDUCTIBLE
    CONTRIBUTION,  YOU MUST  REPORT  THIS ON YOUR TAX RETURN BY FILING FORM 8606
    (NON-  DEDUCTIBLE  IRA).  REMEMBER,  YOU ARE  REQUIRED TO KEEP TRACK OF YOUR
    NON-DEDUCTIBLE  CONTRIBUTIONS  AS ANLIC  DOES NOT KEEP A RECORD OF THESE FOR
    YOU. THIS INFORMATION  WILL BE NECESSARY TO DOCUMENT THAT THE  CONTRIBUTIONS
    WERE MADE ON A  NON-DEDUCTIBLE  BASIS AND  THEREFORE,  ARE NOT TAXABLE  UPON
    DISTRIBUTION.

E.  EFFECTS OF CONVERSION OF REGULAR IRA TO ROTH IRA: If you convert all or part
    of a non-Roth IRA to a Roth IRA, the amount  converted from the non-Roth IRA
    will  be  taxable  as if it had  been  distributed  to you  in the  year  of
    distribution  or transfer from the non-Roth IRA. If you made  non-deductible
    contributions  to any Regular IRA, part of the amount taken out of a Regular
    IRA for conversion  will be taxable and part will be  non-taxable.  (Use IRS
    Form 8606 to determine how much of the  withdrawal  from your Regular IRA is
    taxable  and how much is  non-taxable).  The  taxable  portion of the amount
    converted is includable in your income for the year of conversion.  However,
    if the  conversion  takes  place in 1998,  or if the  conversion  amount  is
    distributed  in 1998 and  contributed  to a Roth  IRA  within  60 days,  one
    quarter of the taxable  amount will be includable in your income in 1998 and
    in each of the next  three tax years.  However,  an  individual  who makes a
    conversion  prior to January 1, 1999,  can elect to include the full taxable
    conversion amount in income for 1998. This election is made on IRS Form 8606
    by the  individual  and  cannot  be  made or  changed  after  the  due  date
    (including  extensions) for filing the 1998 Federal income tax return.  If a
    taxpayer dies before the end of the 4-year  spread,  the taxable  portion of
    the  conversion  amount which has not been included in income will generally
    be  taxable  in the  year of the  taxpayer's  death.  However,  if the  sole
    beneficiary of the Roth IRA is the surviving  spouse, he or she can elect to
    continue  the 4-year  spread.  In  addition,  if the 4-year  spread  rule is
    utilized for 1998  conversions,  any distributions of amounts subject to the
    4-year spread  occurring  before 2001,  will require  acceleration of income
    inclusion as explained in the section  which  follows on  TAXABILITY OF ROTH
    IRA DISTRIBUTIONS. (SEE PART III. J.)


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<PAGE>


    Amounts  properly  converted from a non-Roth IRA to a Roth IRA are generally
    not  subject to the 10% early  withdrawal  penalty.  However,  if you make a
    conversion  to a Roth IRA,  but keep part of the money for any reason,  that
    amount will be taxable in the year distributed from the non-Roth IRA and the
    taxable  portion  may be subject  to the 10% early  withdrawal  penalty.  In
    addition,  under 1998  technical  corrections,  if an amount  allocable to a
    conversion  contribution is distributed  from the Roth IRA during the 5-year
    period  (beginning  with the first day of the  individual's  taxable year in
    which  the  conversion  contribution  was  made),  it will be  subject  to a
    10-percent  premature  distribution  penalty tax (but only to the extent the
    conversion amount  distributed was includable in gross income as a result of
    the conversion).

    You should  consult with your tax advisor to ensure that you receive the tax
    benefits you desire before you  contribute to a Roth IRA,  convert to a Roth
    IRA or take distributions from a Roth IRA. IT WILL ALSO BE IMPORTANT FOR YOU
    TO KEEP TRACK OF AND REPORT ANY REGULAR OR CONVERSION CONTRIBUTIONS YOU MAKE
    TO YOUR ROTH IRAS AS REQUIRED BY THE IRS.

F.  RECHARACTARIZATION  OF IRA  AND  ROTH  IRA  CONTRIBUTIONS:  IRA  owners  are
    permitted,  beginning in 1998, to treat a  contribution  made to one type of
    IRA as made to a different type of IRA for a taxable year in a process known
    as   "recharactarization".   A  recharactarization  is  accomplished  by  an
    individual who has made a  contribution  to an IRA of one type for a taxable
    year, electing to treat the contribution as having been made to a second IRA
    of  a   different   type  for  the   taxable   year.   To   accomplish   the
    recharactarization,  a trustee-to-trustee transfer from the first IRA to the
    second IRA must be made on or before the due date (including extensions) for
    filing the  individual's  Federal income tax return for the taxable year for
    which the contribution was made to the first IRA.  HOWEVER,  IN ANNOUNCEMENT
    99-57,  THE IRS HAS INDICATED  THAT A CALENDAR YEAR TAXPAYER THAT HAS TIMELY
    FILED HIS 1998 FEDERAL INCOME TAX RETURN, CAN ELECT TO RECHARACTERIZE A 1998
    IRA  CONTRIBUTION,  INCLUDING A ROTH IRA  CONVERSION,  PROVIDED  APPROPRIATE
    CORRECTIVE ACTION IS TAKEN BY OCTOBER 15, 199. APPROPRIATE CORRECTIVE ACTION
    MAY INCLUDE  NOTIFYING  THE TRUSTEE OR ISSUER;  HAVING THE TRUSTEE OR ISSUER
    ACTUALLY  MAKING  THE  TRANSFER  OR  ACCOUNT  PREDESIGNATION;  AND FILING AN
    AMENDED  1998 FEDERAL  INCOME TAX RETURN TO REFLECT THE  RECHARACTERIZATION.
    Any net income  attributable to a recharacterized  contribution must also be
    transferred  to the second IRA.  Once the transfer is made,  the election is
    irrevocable.  The effect of  recharacterizing  a contribution  is that it is
    treated as having been originally  contributed to the second IRA on the same
    date and (in the case of a regular  contribution)  for the same taxable year
    that  the  contribution  was  made  to  the  first  IRA.  If  you  elect  to
    recharacterize a contribution,  you must report the  recharactarization  and
    treat the contribution as having been made to the second IRA, instead of the
    first, on your Federal income tax return.

    Examples of where a  recharactarization  election might be useful or desired
    include:  where an  individual  discovers  he was  ineligible  to  convert a
    regular  IRA to a Roth  IRA  because  his  adjusted  gross  income  exceeded
    $100,000;  amounts were erroneously  rolled over from a traditional IRA to a
    SIMPLE IRA; or an individual  decides after he has made a contribution  to a
    regular IRA for a tax year that he is eligible for and prefers to contribute
    to a Roth IRA, or vice versa.  Recharacterizations are not permitted where a
    deduction  has  been  taken  for the  contribution  to the  first  IRA;  the
    contribution to the first IRA was the result of a tax-free  transfer or; the
    original contribution was an employer contribution to a SIMPLE or SEP IRA.

    Also,   the  IRS  has  issued  interim   guidance  that  indicates   amounts
    recharacterized  from  a  conversion  Roth  IRA  to a  Regular  IRA,  may be
    "reconverted" to a Roth IRA one time in 1998 after November 1, 1998; and one
    time in 1999.  RECONVERSIONS  ARE PERMITTED UNDER INTERIM  GUIDANCE FROM THE
    IRS IN EFFECT IN DECEMBER OF 1998,  AND THESE RULES MAY CHANGE IN THE FUTURE
    ON A PROSPECTIVE  BASIS.  CONSULT WITH YOUR TAX ADVISOR BEFORE  ATTEMPTING A
    "RECONVERSION".

G.  EXCESS  CONTRIBUTIONS:  There is a 6% IRS penalty  tax on IRA  contributions
    made  in  excess  of  permissible   contribution  limits.   However,  excess
    contributions  made in one  year may be  applied  against  the  contribution
    limits in a later year if the  contributions in the later year are less than
    the limit.  This penalty tax can be avoided if the excess  amount,  together
    with any  earnings on it, is returned to you before the due date of your tax
    return  for the year for  which  the  excess  amount  was  contributed.  Any
    earnings  so  distributed  will  be  taxable  in  the  year  for  which  the
    contribution  was made and may be subject to the 10% premature  distribution
    penalty  tax (SEE  PART III,  PREMATURE  IRA  DISTRIBUTIONS).  The 6% excess
    contribution  penalty tax will apply to each year the excess amount  remains
    in the IRA Plan,  until it is removed either by having it returned to you or
    by making a reduced  contribution  in a  subsequent  year.  To the extent an
    excess  contribution is absorbed in a subsequent  year by contributing  less
    than the maximum deduction allowable for that year, the amount absorbed will
    be  deductible  in the year  applied  (provided  you are  eligible to take a
    deduction).  If a taxpayer transfers amounts contributed for a tax year to a
    Regular IRA (and any earnings  allocated  to such  amounts) to a Roth IRA by
    the due date for filing the return for such tax year (including extensions),
    the amounts are not  included in the  taxpayer's  gross income to the extent
    that no  deduction  was  allowed  for the  contribution  (see PART  III.  F.
    RECHARACTARIZATION OF IRA AND ROTH IRA CONTRIBUTIONS ABOVE).

    EXCESS  CONTRIBUTIONS  TO A ROTH IRA:  If you are  ineligible  and convert a
    Regular IRA to a Roth IRA, all or a part of the amount you convert may be an
    excess  contribution.  (Examples may include conversions made when your Roth
    AGI  exceeds  $100,000  or  because  you fail to  timely  make the  rollover
    contribution from the Regular IRA to the Roth IRA). In tax years after 1999,
    you may also have an excess  contribution  if your  conversion  is a "failed
    conversion"  that  is  not  timely  corrected.   You  will  have  an  excess
    contribution if the ineligible amounts you convert and the contributions you
    make to all your IRAs for the tax year exceed your IRA  contribution  limits
    for the year. To avoid the 6% excise tax on excess  contributions,  you must
    withdraw the excess  contributions plus earnings before the due date of your
    tax  return  (plus  extensions)  or  recharacterize  the  contribution,   if
    permitted  (SEE  PART  III.  F.  RECHARACTERIZATION  OF  IRA  AND  ROTH  IRA
    CONTRIBUTIONS ABOVE).

H.  LOANS AND  PROHIBITED  TRANSACTIONS:  You may not borrow  from your IRA Plan
    (including  Roth  IRAs) or pledge it as  security  for a loan.  A loan would
    disqualify your entire IRA Plan, and its full value(or  taxable  portions of
    your Roth IRA or  non-deductible  Regular IRA) would be  includable  in your
    taxable  income in the year of violation.  This amount would also be subject
    to the 10%  penalty  tax on  premature  distributions.  Your IRA  Plan  will
    similarly  be  disqualified  if  you  or  your  beneficiary  engage  in  any
    transaction  prohibited  by Section  4975 of the  Internal  Revenue  Code. A
    pledge  of  your  IRA as  security  for a loan  will  cause  a  constructive
    distribution  of the portion  pledged and also be subject to the 10% penalty
    tax.

I.  TAXABILITY OF REGULAR IRA DISTRIBUTIONS: Any cash distribution from your IRA
    Plan,  other than a Roth IRA, is normally  taxable as ordinary  income.  All
    IRAs of an individual are treated as one contract.  All distributions during
    a  taxable  year  are  treated  as one  distribution;  and the  value of the
    contract, income on the contract, and investment in the contract is computed

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<PAGE>


    as of the close of the  calendar  year with or within which the taxable year
    ends. If an individual withdraws an amount from an IRA during a taxable year
    and the individual has previously  made both  deductible and  non-deductible
    IRA contributions, the amount excludable from income for the taxable year is
    the portion of the amount withdrawn which bears the same ratio to the amount
    withdrawn for the taxable year as the individual's aggregate  non-deductible
    IRA contributions bear to the balance of all IRAs of the individual.

J.  TAXABILITY OF ROTH IRA DISTRIBUTIONS:  "Qualified distributions" from a Roth
    IRA are not included in the  taxpayer's  gross income and are not subject to
    the  additional  ten percent  (10%) early  withdrawal  penalty  tax. To be a
    "qualified  distribution," the distribution must satisfy a five-year holding
    period and meet one of the following  four  requirements:  (1) be made on or
    after the date on which the individual  attains age 591/2;  (2) be made to a
    beneficiary or the individual's  estate on or after the individual's  death;
    (3)  be  attributable  to  the  individual  being  disabled;  or  (4)  be  a
    distribution  to pay for a  "qualified"  first-time  home  purchase (up to a
    lifetime  limit of  $10,000).  The  five-year  holding  period for  escaping
    inclusion  in income  begins with the first day of the tax year in which any
    contribution  (including a conversion  from a Regular IRA) is made to a Roth
    IRA of the taxpayer.  If the Roth IRA owner dies, this 5-taxable-year period
    is not  redetermined  for the  Roth  IRA  while  it is held in the name of a
    beneficiary or a surviving  spouse who treats the decedent's Roth IRA as his
    or her own.  However,  a surviving  spouse who treats the Roth IRA as his or
    her own,  must  receive  any  distributions  as  coming  from the  surviving
    spouse's  own Roth IRA,  thus it cannot be  treated as being  received  by a
    beneficiary  on or after the  owner's  death  for  purposes  of  determining
    whether the distribution is a "qualified distribution".

    If a distribution  from a Roth IRA is not a "qualified  distribution" and it
    includes earnings, the earnings distributed are includable in taxable income
    and may be subject to the 10% premature distribution penalty if the taxpayer
    is under age 59 1/2.  Also, the 10% premature  distribution  penalty tax may
    apply to conversion amounts  distributed even though they are not includable
    in income,  if the  distribution  is made within the  5-taxable-year  period
    beginning  on the first day of the  individual's  taxable  year in which the
    conversion  contribution  was  made.  Only  the  portion  of the  conversion
    includable in income as a result of the  conversion  would be subject to the
    penalty tax under this rule. The  5-taxable-year  period for this purpose is
    determined  separately for each conversion  contribution  and may not be the
    same as the  5-taxable-year  period used to determine whether a distribution
    from a Roth IRA is a "qualified  distribution"  or not. FOR THIS REASON , IT
    IS IMPORTANT THAT YOU KEEP TRACK OF WHEN YOUR CONVERSION  CONTRIBUTIONS  ARE
    MADE TO YOUR ROTH IRA. (SEE PART III. L., PREMATURE IRA DISTRIBUTIONS).

    Unlike  Regular IRAs,  distributions  from Roth IRAs come first from regular
    contributions,  then converted  amounts on a first-in  first-out  basis, and
    last  from  earnings.   Any   distributions   made  before  2001  which  are
    attributable  to  1998  conversion   contributions   for  which  the  4-year
    income-tax  spread is being  utilized,  will  result in an  acceleration  of
    taxable  income  in  the  year  of  distribution  up to  the  amount  of the
    distribution allocable to the 1998 conversion. This amount is in addition to
    the amount  otherwise  includable in gross income for that taxable year as a
    result of the  conversion,  but not in excess of the amount  required  to be
    included over the 4-year period.  This tax treatment would likewise apply in
    the case of distributions  made by a surviving spouse who elects to continue
    the 4-year spread on death of the original owner of the Roth IRA.

    Generally,  all Roth IRAs (both regular Roth IRAs and Roth Conversion  IRAs)
    must  be  treated  as one  for  purposes  of  determining  the  taxation  of
    distributions.  However,  if  a  Roth  IRA  is  held  by  an  individual  as
    beneficiary of a deceased Roth IRA owner, the 5-taxable-year  period used to
    determine   whether   distributions  are  qualified  or  not  is  determined
    independently of the  5-year-taxable  period for the  beneficiary's own Roth
    IRAs.  However, if a surviving spouse elects to treat the Roth IRA as his or
    her own, the  5-year-taxable  period for all of the surviving  spouse's Roth
    IRAs is the earlier of the end of either the  5-taxable-year  period for the
    decedent or that applicable to the surviving spouse's own Roth IRAs.

    THE RULES FOR TAXING NON-QUALIFIED DISTRIBUTIONS AND PREMATURE DISTRIBUTIONS
    OF  CONVERSION  AMOUNTS  FROM A ROTH IRA ARE  COMPLEX.  TO  ENSURE  THAT YOU
    RECEIVE THE TAX RESULT YOU DESIRE,  YOU SHOULD CONSULT WITH YOUR TAX ADVISOR
    BEFORE TAKING A DISTRIBUTION FROM A ROTH IRA.

K.  LUMP SUM DISTRIBUTION: If you decide to receive the entire value of your IRA
    Plan in one lump sum, the full amount is taxable when received (except as to
    non-deductible  contributions  to a  Regular  IRA  or  to  a  Roth  IRA,  or
    "qualified  distributions"  from a Roth IRA),  and is not  eligible  for the
    special 5 or 10 year  averaging tax rules under Code Section 402 on lump sum
    distributions which are used with other types of Qualified Retirement Plans.

L.  PREMATURE IRA  DISTRIBUTIONS:  There is a 10% penalty tax on taxable amounts
    distributed   from  your  IRA   (including   the  taxable   portion  of  any
    non-qualified   distributions   from  a  Roth  IRA,  or  if  you  receive  a
    distribution  of conversion  amounts within the five-year  period  beginning
    with  the  year  of  the  conversion,  any  amounts  distributed  that  were
    originally taxable as a result of the conversion) prior to the attainment of
    age 591/2,  except for: (1) distributions  made to a beneficiary on or after
    the owner's  death;  (2)  distributions  attributable  to the owner's  being
    disabled as defined in Code Section  72(m)(7);  (3)  distributions  that are
    part of a series of  substantially  equal  periodic  payments (made at least
    annually)  for the life of the annuitant or the joint lives of the annuitant
    and his or her beneficiary;  (4)  distributions  made on or after January 1,
    1997 for medical  expenses  which  exceed 7.5% of the  annuitant's  adjusted
    gross  income;  (5)  distributions  made on or after  January  1,  1997,  to
    purchase  health  insurance for the individual  and/or his or her spouse and
    dependents if he or she: (a) has received  unemployment  compensation for 12
    consecutive  weeks or more;  (b) the  distributions  are made during the tax
    year that the  unemployment  compensation is paid or the following tax year;
    and (c) the  individual  has not been  re-employed  for 60 days or more; (6)
    distributions  made on or after January 1, 1998 for certain qualified higher
    education  expenses of the taxpayer,  the taxpayer's spouse, or any child or
    grandchild  of the  taxpayer  or the  taxpayer's  spouse;  or (7)  qualified
    first-time home buyer  distributions made on or after January 1, 1998 (up to
    a lifetime  maximum of $10,000)  used within 120 days of  withdrawal to buy,
    build  or  rebuild  a first  home  that is the  principal  residence  of the
    individual,  his or her spouse, or any child, grandchild, or ancestor of the
    individual or spouse.  Generally, the part of a distribution attributable to
    non-deductible  contributions is not includable in income and is not subject
    to the 10% penalty.  (BUT SEE ROTH IRA EXCEPTIONS  BELOW).  Also,  beginning
    January 1, 2000, distributions to satisfy a levy issued by the IRS will also
    be exempt from the 10% penalty tax.

    Distributions from a SIMPLE Plan during the two-year period beginning on the
    date the employee first  participated in the employer's  SIMPLE Plan will be
    subject to a 25% (rather than 10%) premature distribution penalty tax.


                                      QD 8
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


    Distributions from a Roth IRA made before the expiration of the applicable 5
    year  holding  period (SEE  TAXABILITY  OF ROTH IRA  DISTRIBUTIONS)  are not
    treated as qualified distributions and are subject to the 10% penalty tax to
    the  extent  they  are  includable  in  taxable  income.  In  addition,  any
    conversion  amounts  distributed  within the five-year period beginning with
    the year in which the  conversion  occurred,  are subject to the 10% penalty
    tax even if the distribution is not currently taxable as income,  unless one
    of the above  mentioned  exceptions to the penalty tax applies.  The penalty
    tax will only apply to the amount of the  conversion  that was includable in
    income  as  a  result  of  the  conversion  (i.e.,  it  will  not  apply  to
    non-deductible contributions that were converted from the Regular IRA).

M.  MINIMUM  REQUIRED  DISTRIBUTIONS:  SEE PART II. F.1. AND F.2.,  NON-ROTH IRA
    MINIMUM   DISTRIBUTION   REQUIREMENTS  and  ROTH  IRA  MINIMUM  DISTRIBUTION
    REQUIREMENTS. If a minimum distribution is not made from your IRA (including
    a Roth  IRA)  for a tax year in which it is  required,  the  excess,  in any
    taxable  year,  of the amount  that should  have been  distributed  over the
    amount that was actually distributed is subject to an excise tax of 50%.

N.  GIFT AND  ESTATE TAX  CONSEQUENCES:  The  designation  of a  beneficiary  to
    receive  funds  from a Regular  or a Roth IRA is not  considered  a transfer
    subject to federal gift taxes. However, funds remaining in your IRA (Regular
    or Roth) at the time of your  death are  includable  in your  federal  gross
    estate for tax  purposes.  In  addition,  if the owner of an IRA or Roth IRA
    transfers his or her IRA or Roth IRA to another individual by gift, the gift
    will be considered an assignment and cause the assets of the IRA or Roth IRA
    to be deemed distributed to the owner, and will no longer be treated as held
    in the IRA. The IRS has indicated that for gifts of a Roth IRA made prior to
    October 1, 1998, if the entire interest in the Roth IRA is reconveyed to the
    original Roth IRA owner prior to January 1, 1999, the IRS will disregard the
    gift and reconveyance for most tax purposes.

O.  MAXIMUM DISTRIBUTIONS: The Taxpayer Relief Act of 1997 repealed both the 15%
    excess  accumulation  estate  tax and excess  distribution  excise tax which
    previously  applied to excess  retirement  plan  accumulations  at death and
    excess lifetime retirement plan distributions.  These rules are repealed for
    plan distributions made and decedents who die after December 31, 1996.

P.  TAX FILING-REGULAR IRAS: You are not required to file a special IRA tax form
    for any taxable year (1) for which no penalty tax is imposed with respect to
    the IRA Plan, and (2) in which the only activities  engaged in, with respect
    to  the  IRA  Plan,  are  making  deductible   contributions  and  receiving
    permissible  distributions.  Information  regarding  such  contributions  or
    distributions will be included on your regular Form 1040. In some years, you
    may be required to file Form 5329 and/or Form 8606 in  connection  with your
    Regular IRA.  Form 5329 is filed as an  attachment to Form 1040 or 1040A for
    any tax year that  special  penalty  taxes  apply to your  IRA.  If you make
    non-deductible  contributions  to a regular  IRA, you must  designate  those
    contributions as non-deductible on Form 8606 and attach it to your Form 1040
    or 1040A. There is a $100 penalty each time you overstate the amount of your
    non-deductible  contributions unless you can prove the overstatement was due
    to  reasonable  cause.  Additional  information  is required on Form 8606 in
    years you receive a distribution  from a Regular IRA. There is a $50 penalty
    for each  failure  to file a  required  Form 8606  unless  you can prove the
    failure was due to reasonable  cause. For further  information,  consult the
    instructions  for Form 5329  (Additional  Taxes  Attributable  to  Qualified
    Retirement  Plans  (including  IRAs),  Annuities,   and  Modified  Endowment
    Contracts), Form 8606 and IRS Publication 590.

Q.  TAX  FILING-ROTH  IRA:  It is your  responsibility  to keep  records of your
    regular and  conversion  contributions  to a Roth IRA and to file any income
    tax forms the  Internal  Revenue  Service  may  require of you as a Roth IRA
    owner.  You will need this  information  to calculate your taxable income if
    any, when  distributions  from the Roth IRA begin.  For example,  conversion
    contributions  must be reported  to the  Service on Form 8606.  Form 5329 is
    required  to be filed to the  Service by you to report and remit any penalty
    or excise  taxes.  Consult the  instructions  to your tax return or your tax
    advisor for additional reporting requirements that may apply.

R.  TAX ADVICE:  ANLIC is  providing  this  general  information  as required by
    regulations   issued  under  the  Internal   Revenue  Code  and  assumes  no
    responsibility for its application to your particular tax situation.  Please
    consult with your personal tax advisor regarding  specific questions you may
    have.

    With  respect to ROTH IRAS,  you should be aware that  Congress has recently
    enacted  legislation  that  substantially  revises  the  rules  relating  to
    distributions from and conversions to Roth IRAs which applies retroactive to
    January 1, 1998.  Because of this,  and  because  guidance  regarding  these
    changes has just recently been  finalized by the Internal  Revenue  Service,
    you  should  consult  with  a tax  advisor  prior  to  establishing,  making
    contributions  to, or taking  distributions  from a Roth IRA, to ensure that
    you receive the tax result you anticipate.

S.  ADDITIONAL INFORMATION: You may obtain more information about IRA Plans from
    any district office of the IRS and IRS Publication 590.


PART IV.  STATUS OF ANLIC IRA PLAN:

INTERNAL REVENUE SERVICE APPROVAL LETTER:  ANLIC has received  approval from the
Internal  Revenue Service as to the form of Allocator 2000 Annuity (Form 850-000
3-96),  for use in funding  Regular IRA plans.  It has also been  approved as to
form for use in funding a SIMPLE IRA. It has not, however, been submitted to the
IRS for approval of its use as a Roth IRA, but it is expected that it will be in
due course.  You may be required to accept a revised Roth IRA endorsement if the
IRS requires changes to your issued Roth IRA endorsement during the IRS approval
process. Such approval, when received, is a determination only as to the form of
the Annuity  Contract,  and does not represent a determination  of the merits of
the annuity.


PART V.  FINANCIAL DISCLOSURE:

The  following  is a  general  description  and  required  financial  disclosure
information  for the variable  annuity  product,  Allocator  2000 Annuity  (Form
850-000 3-96) offered by ANLIC, hereafter referred to as the policy.

In order for you to achieve your retirement  objectives,  you should be prepared
to make  your IRA Plan a long  term  savings  program.  An IRA is not  suited to
short-term savings,  nor was it intended to be by Congress,  as indicated by the
general rule that

                                      QD 9
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


penalties apply to withdrawals  before age 59 1/2, subject to certain exceptions
(SEE PART III; PREMATURE IRA DISTRIBUTIONS). However, you should be aware of the
values in your IRA Plan during the early years as well as at retirement.

Prior to the annuity date,  the policy  allows you to accumulate  funds based on
the  investment  experience of the assets  underlying the policy in the Variable
Account or the Fixed Account.  Currently, the assets which underlie the Variable
Account are invested exclusively in shares of mutual funds, the "Funds", managed
or  administered  by  several  fund  managers.  Each of the  Subaccounts  of the
Variable Account invest solely in the corresponding  portfolio of the Funds. The
assets of each portfolio are held separately from the other  portfolios and each
has distinct  investment  objectives  which are  described  in the  accompanying
prospectus  for the Funds which you would have received when making the purchase
of your  annuity.  The  accumulation  value of your IRA  Plan  allocated  to the
Variable Account will vary in accordance with the investment  performance of the
Subaccounts you selected.  Therefore,  for assets in the Variable  Account,  you
bear the entire investment risk prior to the annuity date.

Premium  payments and subsequent  allocations to the Fixed Account are placed in
the general account of ANLIC which supports  insurance and annuity  obligations.
Policyowners  are paid  interest on the amounts  placed in the Fixed  Account at
guaranteed rates (4.0%) or at higher rates declared by ANLIC.

ACCUMULATION  VALUE: On the effective date, the accumulation value of the policy
is equal to the  premium  received,  reduced by any  applicable  premium  taxes.
Thereafter,  the accumulation  value of the policy is determined as of the close
of trading on the New York Stock  Exchange on each valuation date by multiplying
the number of accumulation  units for each Subaccount  credited to the policy by
the current value of an accumulation unit for each Subaccount, and by adding the
amount  deposited in the Fixed Account,  plus interest.  The current value of an
accumulation  unit  reflects the increase or decrease in value due to investment
results of the Subaccount and certain charges, as described below. The number of
accumulation units credited to the policy is decreased by any annual policy fee,
any withdrawals and any charges upon  withdrawal  and, upon  annuitization,  any
applicable premium taxes and charges.

A valuation period is the period between  successive  valuation dates. It begins
at the close of trading on the New York Stock  Exchange on each  valuation  date
and ends at the  close of  trading  on the next  succeeding  valuation  date.  A
valuation  date is each  day  that  the New  York  Stock  Exchange  is open  for
business.

The accumulation  value is expected to change from valuation period to valuation
period,  reflecting the net investment  experience of the selected portfolios of
the Funds,  interest earned in the Fixed Account,  additional  premium payments,
partial  withdrawals,  as well as the deduction of any applicable  charges under
the  policy.  GROWTH  IN THE  ACCUMULATION  VALUE  BASED ON  INVESTMENTS  IN THE
VARIABLE ACCOUNT IS NEITHER GUARANTEED NOR PROJECTED.

VALUE OF  ACCUMULATION  UNITS:  The  accumulation  units of each  Subaccount are
valued  separately.  The value of an accumulation unit may change each valuation
period  according to the net investment  performance of the shares  purchased by
each  Subaccount and the daily charge under the policy for mortality and expense
risks, any daily  administrative  fee, and if applicable,  any federal and state
income tax charges.

CASH SURRENDER VALUE: The amount available for full or partial withdrawal, which
is the  accumulation  value  less any  contingent  deferred  sales  charge,  any
applicable  premium  taxes,  and, in the case of a full  withdrawal,  the annual
policy fee.

ANNUAL POLICY FEE: An annual policy fee of $42 is deducted from the accumulation
value on the last valuation date of each policy year and on a full withdrawal if
between   policy   anniversaries.   This   charge   reimburses   ANLIC  for  the
administrative  costs  of  maintaining  the  policy  on  ANLIC's  system.  ANLIC
currently  waives this fee if the policy  account value  exceeds  $50,000 at the
time the fee would be imposed.

DAILY  ADMINISTRATIVE  EXPENSE CHARGE: A daily charge at an annual rate of 0.10%
of the accumulation  value. This charge is subtracted when determining the daily
accumulation unit value.  This charge,  which is guaranteed not to be increased,
is  designed  to  reimburse  ANLIC  for  administrative   expenses  incurred  in
connection with issuing the policy and ongoing administrative  expenses incurred
in connection  with  servicing and  maintaining  the  policies.  These  expenses
include the cost of processing the application and premium payment, establishing
policy records,  processing and servicing owner transactions and policy changes,
recordkeeping,  preparing and mailing reports,  processing death benefit claims,
and overhead costs. No administrative expense charge is deducted from the amount
in the Fixed Account.

MORTALITY  AND EXPENSE RISK CHARGE:  ANLIC imposes a charge to compensate it for
bearing  certain  mortality and expense  risks under the policies.  For assuming
these risks,  ANLIC makes a daily charge equal to an annual rate of 1.25% of the
value of the average  daily net assets of the Account  during the first 15 years
of the  policy.  Beginning  in the 16th policy  year,  this charge is reduced by
0.05%  annually  until it reaches  0.50%  annually  in policy  year 30. The rate
remains level  thereafter.  This charge is subtracted when determining the daily
accumulation unit value.  ANLIC guarantees that this charge will never increase.
If this charge is  insufficient  to cover assumed  risks,  the loss will fall on
ANLIC. Conversely, if the charge proves more than sufficient, any excess will be
added to ANLIC's surplus. No mortality and expense risk charge is imposed on the
Fixed Account.

TAXES: ANLIC will, where such taxes are imposed by state law upon the receipt of
a premium  payment,  deduct  premium  taxes.  If premium  taxes are imposed upon
annuitization,  ANLIC  will  deduct  applicable  premium  taxes  at  that  time.
Applicable  premium  tax rates  depend  upon such  factors as the  policyowner's
current  state of residency,  and the insurance  laws and the status of ANLIC in
states  where  premium  taxes are  incurred.  Applicable  premium  tax rates are
subject to change by legislation,  administrative  interpretations,  or judicial
acts. The owner will be notified of any applicable premium taxes.

PARTIAL AND FULL WITHDRAWALS:  The owner may make a partial or a full withdrawal
of the  policy  to  receive  part or all of the  accumulation  value  (less  any
applicable charges), at any time before the annuity date and while the annuitant
is living,  by sending a written  request to ANLIC.  Partial  withdrawals may be
either systematic or elective.  Systematic  withdrawals provide for an automatic
withdrawal,  whereas,  each  elective  withdrawal  must be elected by the owner.
Systematic   partial   withdrawals  are  available  on  a  monthly,   quarterly,
semi-annual or annual mode. This  withdrawal  right may be restricted by Section
403(b)(11)  of the Internal  Revenue  Code if the annuity is used in  connection
with a Section 403(b)  retirement  plan. No partial or full  withdrawals  may be
made after the annuity date except as  permitted  under the  particular  annuity
option.  The amount  available for a full or partial  withdrawal (cash surrender
value) is the accumulation value at the end of the valuation period during which
the written  request for withdrawal is received,  less any  contingent  deferred
sales  charge,  any  applicable  premium  taxes,  and  in  the  case  of a  full
withdrawal,  less the annual policy fee that would be due on the last  valuation
date of the policy year. The cash  surrender  value may be paid in a lump sum to
the  owner,  or, if  elected,  all or any part may be paid out under an  annuity
income option.

                                      QD 10
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


SURRENDER CHARGE: Since no deduction for a sales charge is made from the premium
payment,  a surrender charge is imposed on certain partial and full withdrawals,
and upon  certain  annuitizations  to cover  certain  expenses  relating  to the
distribution   of   the   policies,    including   commissions   to   registered
representatives and other promotional expenses.

The charge will be a percentage of the premium payments withdrawn or annuitized.

             POLICY ANNIVERSARIES SINCE RECEIPT    SURRENDER CHARGE
                    OF PREMIUM PAYMENT                  RATE
                    ------------------                  ----
                          0                              8%
                          1                              8%
                          2                              8%
                          3                              6%
                          4                              4%
                          5 OR MORE                     NONE

You may withdraw,  in a policy year,  100% of the earnings since the last policy
anniversary  plus 10% of the policy account value at the time of the withdrawal,
free of a surrender charges. In addition, you may withdraw 10% of deposits minus
withdrawals made in a policy year without surrender  charges.  Surrender charges
are  assessed  only on  premiums  paid based upon the number of years  since the
policy  year in  which  the  premiums  withdrawn  were  paid,  on a  first-paid,
first-withdrawn basis.


In the case of a partial withdrawal or annuitization,  the surrender charge will
be deducted  from the  amounts  remaining  under the policy.  The charge will be
allocated  pro rata  among the  Subaccounts  or the Fixed  Account  based on the
accumulation  value in each prior to the withdrawal or  annuitization  unless an
owner requests a partial withdrawal or annuitization from particular Subaccounts
or the Fixed  Account,  in which case the charge will be  allocated  among those
Subaccounts  or the Fixed Account in the same manner as the  withdrawal.  In the
case of a full  withdrawal or  annuitization,  the surrender  charge is deducted
from the  amount  paid to the owner.  ANLIC may waive  surrender  charges  under
certain conditions.

SALES  COMMISSIONS:  No deductions are made from the premium  payments for sales
charges.  To offset  the costs of  compensation  and  distribution  expenses,  a
surrender  charge as  described  above is imposed on  certain  partial  and full
withdrawals.



                                      QD 11
                               IRA/SEP/SIMPLE/ROTH
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


ACACIA NATIONAL LIFE INSURANCE COMPANY LOGO

                            EMPLOYEE BENEFIT PLAN
                            INFORMATION STATEMENT
                            401(A) PENSION/PROFIT SHARING PLANS
                            403(B) ERISA PLANS


For  purchasers of a 401(a)  Pension/Profit  Sharing Plan, or 403(b) ERISA Plan,
the purpose of this  statement is to inform you as an  independent  Fiduciary of
the Employee  Benefit Plan, of the Sales  Representative's  relationship  to and
compensation from Acacia National Life Insurance Company (ANLIC),  as well as to
describe certain fees and charges under the Allocator 2000 Annuity (Form 850-000
3-96) being purchased from the Sales Representative.

The Sales Representative is appointed with ANLIC as its Sales Representative and
is  a  Securities  Registered  Representative.   In  this  position,  the  Sales
Representative  is  employed  to procure  and submit to ANLIC  applications  for
contracts, including applications for the Allocator 2000 Annuity.

COMMISSIONS, FEES AND CHARGES

The following commissions,  fees and charges apply to the Allocator 2000 Annuity
(policy):

SALES  COMMISSION:  No deductions  are made from the premium  payments for sales
charges. Commissions paid by the Company to broker-dealers may vary, but are not
expected to exceed 1% of premiums  paid.  Broker-dealers  may also receive asset
based administrative  compensation of up to 1% (annualized).  From time to time,
additional sales incentives may be provided to broker-dealers.

ANNUAL POLICY FEE: An annual policy fee of $42 is deducted from the accumulation
value on the last valuation date of each policy year and on a full withdrawal if
between   policy   anniversaries.   This   charge   reimburses   ANLIC  for  the
administrative  costs  of  maintaining  the  policy  on  ANLIC's  system.  ANLIC
currently  waives this fee if the policy  account value  exceeds  $50,000 at the
time the fee would be imposed.

DAILY  ADMINISTRATIVE FEE: The daily  administrative fee is a daily charge at an
annual rate of 0.10% of the accumulation value. This charge is guaranteed not to
increase  and is  designed to  reimburse  ANLIC for  administrative  expenses of
issuing, servicing and maintaining the policies. ANLIC does not expect to make a
profit on this fee.

MORTALITY  AND EXPENSE RISK CHARGE:  ANLIC imposes a charge to compensate it for
bearing  certain  mortality and expense  risks under the policies.  For assuming
these risks,  ANLIC makes a daily charge equal to an annual rate of 1.25% of the
value of the average  daily net assets of the Account  during the first 15 years
of the  policy.  Beginning  in the 16th policy  year,  this charge is reduced by
0.05%  annually  until it reaches  0.50%  annually  in policy  year 30. The rate
remains level  thereafter.  This charge is subtracted when determining the daily
accumulation unit value.  ANLIC guarantees that this charge will never increase.
If this charge is  insufficient  to cover assumed  risks,  the loss will fall on
ANLIC. Conversely, if the charge proves more than sufficient, any excess will be
added to ANLIC's surplus. No mortality and expense risk charge is imposed on the
Fixed Account.


PARTIAL  AND FULL  WITHDRAWALS:  The  policyowner  may make a partial  or a full
withdrawal of the policy to receive part or all of the accumulation  value (less
any  applicable  charges),  at any time  before the  annuity  date and while the
annuitant is living by sending a written request to ANLIC.  Partial  withdrawals
may be either  systematic  or elective.  Systematic  withdrawals  provide for an
automatic  withdrawal,  whereas, each elective withdrawal must be elected by the
owner.  Systematic partial  withdrawals are available only on an annual mode. No
partial  or full  withdrawals  may be made  after  the  annuity  date  except as
permitted  under the particular  annuity option or as may be permitted under the
Plan and the  Internal  Revenue  Code and  applicable  regulations.  The  amount
available  for  partial  or  full  withdrawal  (cash  surrender  value)  is  the
accumulation  value at the end of the valuation  period during which the written
request for withdrawal is received,  less any contingent  deferred sales charge,
any applicable  premium taxes, and in the case of a full withdrawal,  the annual
policy fee that would be due on the last  valuation date of the policy year. The
cash surrender value may be paid in a lump sum to the owner, or if elected,  all
or any part may be paid out under an annuity income option.


SURRENDER CHARGE: Since no deduction for a sales charge is made from the premium
payment,  a surrender charge is imposed on certain partial and full withdrawals,
and upon  certain  annuitizations  to cover  certain  expenses  relating  to the
distribution   of   the   policies,    including   commissions   to   registered
representatives and other promotional expenses.

The charge will be a percentage of the premium payments withdrawn or annuitized.

            POLICY ANNIVERSARIES SINCE RECEIPT    SURRENDER CHARGE
                    OF PREMIUM PAYMENT                  RATE
                    ------------------                  ----
                          0                              8%
                          1                              8%
                          2                              8%
                          3                              6%
                          4                              4%
                          5 OR MORE                     NONE

You may withdraw,  in a policy year,  100% of the earnings since the last policy
anniversary  plus 10% of the policy account value at the time of the withdrawal,
free of a surrender charges. In addition, you may withdraw 10% of deposits minus
withdrawals made in a policy year without surrender  charges.  Surrender charges
are  assessed  only on  premiums  paid based upon the number of years  since the
policy  year in  which  the  premiums  withdrawn  were  paid,  on a  first-paid,
first-withdrawn basis.


                                      QD 12
                                     PENSION
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>


In the case of a partial withdrawal or annuitization,  the surrender charge will
be deducted  from the  amounts  remaining  under the policy.  The charge will be
allocated  pro rata  among the  Subaccounts  or the Fixed  Account  based on the
accumulation  value in each prior to the withdrawal or  annuitization  unless an
owner requests a partial withdrawal or annuitization from particular Subaccounts
or the Fixed  Account,  in which case the charge will be  allocated  among those
Subaccounts  or the Fixed Account in the same manner as the  withdrawal.  In the
case of a full  withdrawal or  annuitization,  the surrender  charge is deducted
from the  amount  paid to the owner.  ANLIC may waive  surrender  charges  under
certain conditions.

TAXES: ANLIC will deduct premium taxes upon receipt of a premium payment or upon
annuitization  depending  upon the  requirements  of the law of the state of the
policyowner's  residence.  Premium  taxes are subject to change by  legislation,
administrative interpretations, or judicial act.

FUND INVESTMENT ADVISORY FEES AND EXPENSES: At the direction of the policyowner,
the  Variable  Account  purchases  shares  of  Funds  which  are  available  for
investment  under this  policy.  The net  assets of the  Variable  Account  will
reflect the value of the Fund shares and therefore, investment advisory fees and
other expenses of the Funds.  A complete  description of these fees and expenses
is contained in the Funds' Prospectuses.

                                      QD 13
                                     PENSION
                         ALLOCATOR 2000 ANNUITY: 2/2000

<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION
                                     FOR THE
        ALLOCATOR 2000 FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY

                                   Offered by

                     ACACIA NATIONAL LIFE INSURANCE COMPANY



This Statement of Additional  Information expands upon subjects discussed in the
Prospectus for the Allocator 2000 Flexible  Premium  Deferred  Variable  Annuity
Policy  ("Policy")  offered by Acacia National Life Insurance  Company ("ANLIC")
and funded by Acacia National  Variable  Annuity  Separate Account II ("Variable
Account"). You may obtain a copy of the Prospectus dated May 1, 2000, by writing
to ANLIC's  Service  Office,  P.O.  Box  82579,  Lincoln,  Nebraska  68501 or by
telephoning  1-800-369-9407.  The  Prospectus  is  available in both printed and
digital  formats.  Terms  used in the  Prospectus  are  incorporated  into  this
Statement of Additional Information.




        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
     SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.



                               Dated: May 1, 2000








<PAGE>



TABLE OF CONTENTS
                                                                           Page
GENERAL PROVISIONS............................................................3
    The Policy................................................................3
    Misstatement of Age or Sex................................................3
    Nonparticipating..........................................................3
    Periodic Reports..........................................................3
    Policy Date...............................................................3
    Termination...............................................................3
    Owner and Joint Owner.....................................................3
    Beneficiary Change........................................................4
    Assignment................................................................4
    Delay or Suspension of Payments...........................................4
ACCUMULATION UNITS............................................................4
    Accumulation Units........................................................4
    Net Investment Factor.....................................................5
FIXED ACCOUNT.................................................................5
    General Description.......................................................5
    Transfer Limitation.......................................................6
    Fixed Account Value.......................................................6
SURRENDER CHARGE CALCULATIONS.................................................6
PERFORMANCE DATA CALCULATIONS.................................................8
    Money Market Sub-account's Yield Calculation..............................8
    Other Sub-accounts' Yield Calculations....................................8
    Standardized Average Annual Total Return Calculations.....................9
    Non-Standardized Return Calculations......................................9
    Cumulative Total Return Calculations......................................9
PERFORMANCE FIGURES..........................................................10
FEDERAL TAX MATTERS..........................................................12
    Taxation of ANLIC........................................................12
    Tax Status of the Policies...............................................12
    Withholding..............................................................12
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS............................12
DISTRIBUTION OF THE POLICIES.................................................13
STATE REGULATION.............................................................13
RECORDS AND REPORTS..........................................................14
LEGAL MATTERS................................................................14
EXPERTS......................................................................14
OTHER INFORMATION............................................................14
FINANCIAL STATEMENTS.........................................................14



<PAGE>


Throughout  this  Statement of  Additional  Information,  the words "us",  "we",
"our",  and "ANLIC" refer to Acacia  National Life  Insurance  Company,  and the
words "you", "your", and "Owner" refer to the policy owner.

                               GENERAL PROVISIONS

THE POLICY
    The Policy is a flexible premium deferred variable annuity policy.
    (a) The Policy may be purchased on a non-tax qualified basis  ("Nonqualified
        Policy").  The Policy also may be purchased and used in connection  with
        retirement  plans or  individual  retirement  accounts  that qualify for
        favorable federal income tax treatment ("Qualified Policy").
    (b) Before we will issue a Policy, we must receive a completed  application.
        A minimum  Premium  Payment  of $300  during  the first  Policy  year is
        required.
    (c) The Policy,  the  application  and any applicable  riders are the entire
        contract.  Only our  Elected  Officers  can agree to change or waive any
        provisions  of the  Policy.  Any change or waiver must be in writing and
        signed by such Elected Officers.

MISSTATEMENT OF AGE OR SEX
    If the age or sex of the Annuitant has been misstated,  the benefits payable
under the Policy will be equal to the benefits which the Premium  Payments would
have provided for the correct age or sex (if such distinction  based upon sex is
allowed by law).

    We may require proof of the age of the  Annuitant  before making any Annuity
Payments under the Policy.

    If a misstatement  of age or sex results in monthly income payments that are
too large,  the overpayments  will be deducted from future payments.  If we have
made payments  that are too small,  the  underpayment  will be added to the next
payment.  Adjustments for overpayments or underpayment will include the compound
interest rate used to determine the Annuity Payments.

NONPARTICIPATING
    No dividends  will be paid.  Neither you nor the  Beneficiary  will have the
right to share in our surplus earnings or profits.

PERIODIC REPORTS
    At least once each Policy  year,  we will send you a statement  showing your
Policy  Account Value as of a date not more than two months prior to the date of
mailing.  We also will send such  statements  as may be required  by  applicable
state and federal laws, rules, and regulations.

POLICY DATE
    Policy months,  years and Policy  Anniversaries are measured from the Policy
Date shown on the Policy.

TERMINATION
    The Policy will remain in force until  surrendered for its Surrender  Value,
Annuity Payments begin, or the Death Benefit has been paid.

    If,  after the first  five  Policy  anniversaries,  you have made no Premium
Payments  during a 24-month  period and your  then-current  Policy Account Value
totals  less than  $2,000,  we have the right to pay you the total value of your
account in a lump sum and cancel the Policy.

OWNER AND JOINT OWNER
    The Owner is the individual named as such in the application or in any later
change  shown in ANLIC's  records.  Only the Owner may exercise the rights under
this  Policy.  There  may be  Joint  Owners.  If there  are  Joint  Owners,  the
signatures of both Owners are needed to exercise rights under the Policy.  Joint
Owners are not permitted for Policies issued in connection with Qualified Plans.


                             ALLOCATOR 2000 ANNUITY
                                      SAI 3

<PAGE>



    If the Annuitant is not an Owner and the Annuitant  dies before the Maturity
Date,  the  Owner may name a new  Annuitant.  If the  Owner  doesn't  name a new
Annuitant,  the Owner will become the Annuitant.  If one of the Joint Annuitants
dies prior to the Maturity Date, the survivor shall become the sole Annuitant.

BENEFICIARY CHANGE
    Unless the Beneficiary is irrevocable,  you may change the named Beneficiary
by sending a written  request in a form  acceptable to us to our Service Office.
If the named  Beneficiary is irrevocable,  you may change the named  Beneficiary
only by joint written request from you and such named Beneficiary.

    You need not send us the Policy  unless we request  it.  When  recorded  and
acknowledged  by us, the change will be  effective as of the date you signed the
request. The change will not apply to any payments made or other action taken by
us before we recorded and acknowledged the request.

ASSIGNMENT
    You may assign the Policy as collateral,  unless prohibited elsewhere in the
Prospectus or in the Policy itself. We will not be bound by the Assignment until
a copy is filed with us. We assume no responsibility for determining  whether an
Assignment is valid or the extent of the assignee's interest.

    No  Beneficiary  may assign any benefits under the Policy until they are due
and, to the extent  permitted  by law,  payments are not subject to the debts of
any  Beneficiary  nor to any judicial  process for payment of the  Beneficiary's
debts.

DELAY OR SUSPENSION OF PAYMENTS
    We will  normally pay a surrender or  withdrawal  within seven days after we
receive your  written  request in our Service  Office.  However,  transfers  and
payment  of any  amount  from  the  Sub-accounts  may be  delayed  or  suspended
whenever:
    (a) the New York Stock Exchange is closed other than  customary  weekend and
        holiday closing, or trading on the New York Stock Exchange is restricted
        as determined by the Securities and Exchange Commission ("SEC");
    (b) the SEC by order permits postponement for the protection of Owners; or
    (c) an  emergency  exists,  as  determined  by the SEC, as a result of which
        disposal of the securities  held in the  Sub-accounts  is not reasonably
        practicable or it is not  reasonably  practicable to determine the value
        of the Variable Account's net assets.

    Payment of any amounts from the Fixed  Account may be deferred for up to six
months from the date of the  request to  surrender.  If payment is deferred  for
more than 30 days,  we will pay  interest  on the amount  deferred at a rate not
less the Guaranteed Minimum Interest Rate.

    Payments under the Policy of any amounts derived from Premium  Payments paid
by check may be delayed until such time as the check has cleared your bank.

                               ACCUMULATION UNITS

ACCUMULATION UNITS
    An Accumulation  Unit is an accounting unit of measure used to calculate the
value of your  interest  in the  Sub-accounts.  When a Net  Premium  Payment  or
transfer is allocated to a Sub-account,  a certain number of Accumulation  Units
are credited to your Policy.  The number of Accumulation  Units is determined by
dividing the dollar amount allocated to the Sub-account by the Accumulation Unit
Value for that  Sub-account  as of the end of the Valuation  Period in which the
allocation is made.

    The Accumulation  Unit Value for each Sub-account was arbitrarily set at ten
dollars  ($10) when the first  investments  were  bought,  except for the Social
Money Market  Sub-account  which was set at one dollar  ($1).  The value for any
later Valuation Period is determined by multiplying the Accumulation  Unit Value
for a Sub-account for the last prior Valuation Period by such Sub-account's "net
investment factor" for the following Valuation Period.

                             ALLOCATOR 2000 ANNUITY
                                      SAI 4

<PAGE>



Like the Policy  Account  Value,  the  Accumulation  Unit Value may  increase or
decrease from one Valuation Period to the next.

NET INVESTMENT FACTOR
    The  "net  investment  factor"  measures  the  investment  performance  of a
Sub-account from one Valuation Period to the next. The net investment factor may
be greater  or less than one,  so the value of a  Sub-account  may  increase  or
decrease.

    The net investment  factor for each  Sub-account for any Valuation Period is
determined by dividing (a) by (b), where:
    (a) is the net result of:
      (1) the net asset  value  per share of the  Portfolio  shares  held in the
          Sub-account  determined as of the end of the current Valuation Period;
          plus
      (2) the per share  amount of any dividend  or capital  gain  distributions
          made  by the  Portfolio  on  shares  held  in the Sub-account,  if the
          "ex-dividend" date occurs during the current Valuation Period; minus
      (3) an adjustment  for the  mortality  and  expense  risk  charge and  the
          administrative expense charge; plus or minus
      (4) a per unit charge or credit for any taxes incurred by or  reserved for
          in the Sub-account, which is determined by ANLIC to have resulted from
          the maintenance of the Sub-account; and
    (b) is the net result of:
      (1) the net asset  value  per share of the  Portfolio  shares  held in the
          Sub-account,  determined  as of the  end of the immediately  preceding
          Valuation Period; plus or minus
      (2) the per  unit  charge  or  credit  for  any  taxes  reserved  for  the
          immediately preceding Valuation Period.

                                  FIXED ACCOUNT

    The Prospectus and this  Statement of Additional  Information  are generally
intended to serve as a disclosure  document only for the Policy and the Variable
Account.  For  complete  details  regarding  the Fixed  Account,  see the Policy
itself.

    Premium  Payments  allocated  and amounts  transferred  to the Fixed Account
become part of the General  Account  assets of ANLIC.  Interests  in the General
Account have not been  registered  under the  Securities Act of 1933, as amended
(the "1933 Act"), nor is the General Account registered as an investment company
under the  Investment  Company  Act of 1940 Act,  as amended  (the "1940  Act").
Accordingly, neither the General Account nor any interests therein are generally
subject to the  provisions of the 1933 or 1940 Acts,  and ANLIC has been advised
that the staff of the SEC has not reviewed  the  disclosures  in the  Prospectus
which relate to the Fixed Account.

GENERAL DESCRIPTION
    The General  Account  consists of all assets owned by ANLIC other than those
in the Variable Account and other separate accounts.  Subject to applicable law,
ANLIC has sole  discretion  over the  investment  of the  assets in the  General
Account.

    The  General  Account is  supported  by ANLIC's  assets that are held in the
General Account.  Premium  Payments  applied and any amounts  transferred to the
General  Account  are  credited  with a fixed rate of  interest  for a specified
period. This is the account known as the "Fixed Account".

    The allocation of Premium  Payments  and/or transfer of Policy Account Value
to the  Fixed  Account  does not  entitle  an  Owner to share in the  investment
experience of the General Account.  Instead,  ANLIC guarantees that value in the
Fixed Account will accrue  interest at an effective  annual rate of at least 4%,
independent of the actual investment experience of the General Account. Interest
rates will be determined on no less than an annual basis.

    Prior to the Maturity Date,  you may elect to allocate net Premium  Payments
to the Fixed  Account or to transfer  Policy  Account Value to or from the Fixed
Account (subject to certain  restrictions upon transfers from the Fixed Account,
as discussed, below).


                             ALLOCATOR 2000 ANNUITY
                                      SAI 5

<PAGE>



TRANSFER LIMITATION
    The maximum amount allowed to be transferred out of the Fixed Account during
one Policy Year is 100% of Fixed Account  interest accrued since the last Policy
Anniversary, plus 10% of:

      (1) Account Value of the Fixed Account as of the last Policy  Anniversary;
          plus
      (2) Deposits and  transfers  made  into the Fixed  Account  since the last
          Policy Anniversary; minus
      (3) All partial withdrawals  from the Fixed  Account since the last Policy
         Anniversary.

FIXED ACCOUNT VALUE
    We will credit all net Premium  Payments  allocated to the Fixed  Account to
your Fixed Account Value. The Fixed Account Value at any time equals:

      (1) The net Premium Payments allocated to the Fixed Account; plus
      (2) The total of all  amounts  transferred  to the Fixed  Account from the
          Variable Account; minus
      (3) The total of all  amounts  transferred  from the Fixed  Account to the
          Variable Account, minus
      (4) The total of all Policy fees attributable to the Fixed Account; minus
      (5) The total of all partial withdrawals from the Fixed Account (including
          any Surrender Charges); plus
      (6) Interest.

    ANLIC'S MANAGEMENT HAS COMPLETE AND SOLE DISCRETION TO DETERMINE THE CURRENT
INTEREST  RATES.  ANLIC CANNOT  PREDICT OR GUARANTEE THE LEVEL OF FUTURE CURRENT
INTEREST RATES,  EXCEPT THAT ANLIC GUARANTEES THAT FUTURE CURRENT INTEREST RATES
WILL NOT BE BELOW AN  EFFECTIVE  RATE OF 4% PER YEAR  COMPOUNDED  ANNUALLY.  THE
OWNER BEARS THE RISK THAT  CURRENT  INTEREST  RATES WILL NOT EXCEED AN EFFECTIVE
RATE OF 4% PER YEAR.

                          SURRENDER CHARGE CALCULATIONS

    Owners may,  prior to the earlier of the  Maturity  Date or death,  withdraw
100% of earnings since the last Policy  Anniversary in all  Sub-accounts and the
Fixed Account free of Surrender Charges. Additionally,  Owners may also withdraw
free of Surrender  Charges up to 10% of the Policy  Account Value as of the last
Policy Anniversary, plus 10% of
      (1) deposits since the last Policy Anniversary minus
      (2) withdrawals since the last Policy Anniversary.

    Surrender Charges are assessed on Premium Payments made within five years of
a surrender or partial  withdrawal.  To  determine  the  Surrender  Charge for a
particular Premium Payment, the Surrender Charge percentage is multiplied by the
Premium  Payment  less  any  withdrawals  previously  allocated  to the  Premium
Payment.  The total Surrender  Charge is then determined by summing the previous
result over all Premium Payments used in the  calculation.  The Surrender Charge
will be based on the excess of the  surrender  amount  over the Free  Withdrawal
Amounts.  This excess is  distributed  over the Premium  Payments on a first-in,
first-out  basis  until the excess is  exhausted.  Partial  withdrawals  will be
charged based on the above method.

    There are no Surrender Charges assessed on distributions made upon the death
of the Owner. The Surrender Charge percentages are as follows:

                           Years 1-3             8%
                           Year 4                6%
                           Year 5                4%
                           Year 6                0%

                                    Example:
                               Premium Payments:
                                02/10/90   $4,000
                                12/10/90   $1,000
                                06/02/91   $1,500

                             ALLOCATOR 2000 ANNUITY
                                      SAI 6

<PAGE>

                                08/21/92   $3,000
                                10/02/95   $2,000
                                01/12/95   $1,000

   WITHDRAWAL ONE - 05/12/92
     Requested Withdrawal Amount (not including the Surrender Charge)  $3,000.00
     Policy Account Value (before withdrawal   $7,114.45
     Policy Year Gain (free of charge)                                   $109.22
     Gross Premium Payments                                            $6,500.00
     10% Free Withdrawal Amount          6,500 X 0.10 =                  $650.00
     Total Free Amount                   109.22 + 650 =                   759.22
     Non-Free Amount                     3,000 - 759.22 =               2,240.78


                                                      Surrender    Surrender
     Premium Payment                                   Charge %     Charge
                                                      ------------ -----------
               $4,000                       x             .08    =    320.00
               $1,000                       x             .08    =     80.00
               $1,500                       x             .08    =    120.00
     Total Surrender Charge                                           520.00
     Partial Surrender Charge(2,240.78/.92) x             .08    =    194.85
     Total Withdrawal                                               3,194.85
     Policy Account Value (after withdrawal)                        3,919.60

    Only  those  Premium  Payments  made  before  May 12,  1992  will be used to
determine the  Surrender  Charge.  The $3,000  withdrawal is less than the first
Premium Payment,  therefore, we will use the Surrender Charge percentage on that
Premium  Payment.  However,  it seems that we are applying one surrender  Charge
percentage  for all premiums.  The reason is that the  Surrender  Charge for the
first three years is 8%.

    Assume that your Policy  Account Value is split among four  Sub-accounts  in
the following proportions:

                 Sub-account 1         $ 784.02           .1102%
                 Sub-account 2         3,111.15           .4373%
                 Sub-account 3         1,730.23           .2432%
                 Sub-account 4         1,489.05           .2093%
                                     $ 7,114.45          1.000%

    The process for allocating the Surrender Charge among the Sub-accounts is as
follows:

                 .1102 Sub-account 1   $ 784.01    -    12.04    =   $ 771.97
                 .4373 Sub-account 2   3,111.15    -    47.76    =   3,063.39
                 .2432 Sub-account 3   1,730.23    -    26.56    =   1,703.67
                 .2093 Sub-account 4   1,489.05    -    22.86    =   1,466.19
                 .1102 Sub-account 1     771.97    -    71.63    =     700.34
                 .4373 Sub-account 2   3,063.39    -   284.25    =   2,779.14
                 .2432 Sub-account 3   1,703.67    -   158.08    =   1,545.59
                 .2093 Sub-account 4   1,466.19    -   136.04    =   1,330.15
                 .1102 Sub-account 1     700.34    -   268.41    =     431.93
                 .4373 Sub-account 2   2,779.14    - 1,065.10    =   1,714.04
                 .2432 Sub-account 3   1,545.59    -   592.35    =     953.25
                 .2093 Sub-account 4   1,330.15    -   509.78    =     820.38
                                                                     ----------
                                                                   $ 3,919.60

                             ALLOCATOR 2000 ANNUITY
                                      SAI 7

<PAGE>


                          PERFORMANCE DATA CALCULATIONS

    We  may  advertise  the  yield  and  effective  yield  of the  Money  Market
Sub-account.  In addition,  we may  advertise  yield and total returns for other
Sub-accounts.  All performance data calculations for the Sub-accounts will be in
accordance with SEC rules and regulations.

MONEY MARKET SUB-ACCOUNT'S YIELD CALCULATION
    In  accordance  with  regulations  adopted by the SEC,  if we  disclose  the
annualized yield of the Calvert Social Money Market  Sub-account for a seven-day
period, it is required to be in a manner which does not take into  consideration
any realized or  unrealized  gains or losses of the Calvert  Social Money Market
Portfolio or on its portfolio  securities.  The annualized  yield is computed by
determining  the net change  (exclusive of realized gains and losses on the sale
of securities and unrealized  appreciation  and  depreciation) in the value of a
hypothetical  account having a balance of one  Accumulation  Unit of the Calvert
Social Money  Market  Sub-account  at the  beginning  of the  seven-day  period,
dividing  the net  change  in the value of the  Sub-account  by the value of the
account at the beginning of the period to determine the base period return,  and
annualizing  this  quotient on a 365-day  basis.  The net change in  Sub-account
Value  reflects the  deduction for the Mortality and Expense Risk Charge and the
Administrative  Expense Charge as well as income and expenses accrued during the
period.  Because of these  deductions,  the yield for the Calvert  Social  Money
Market  Sub-account  will be lower than the yield for the Calvert  Social  Money
Market Portfolio.

    The SEC also permits us to disclose the effective  yield of the Money Market
Sub-account  for the same seven-day  period,  determined on a  weekly-compounded
basis.  The effective  yield is calculated by compounding the base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and  subtracting  one from the result  according to the  following
formula:

           Effective Yield = [(Base period return + 1) 365/7 ] - 1

    The actual yield of the Social Money Market  Sub-account is affected by: (1)
changes in interest rates on money market securities;  (2) the average portfolio
maturity of the Calvert Social Money Market Portfolio; (3) the types and quality
of securities  held by the Calvert  Social Money Market  Portfolio;  and (4) its
operating  expenses.  The yield on amounts held in the Money Market  Sub-account
normally will fluctuate on a daily basis.  Therefore,  the disclosed  yields for
any given past period is not an indication or representation of future yields or
rates of return.

OTHER SUB-ACCOUNTS' YIELD CALCULATIONS
    We may from time to time advertise or disclose the annualized yield for each
Sub-account  other than the Money Market  Sub-account  for 30-day (or one-month)
periods.  Calculation  of the  yield of a  Sub-account  begins  with the  income
generated  by an  investment  in the  Sub-account  over a  specific  30-day  (or
one-month) period. This income is then annualized. That is, the amount of income
generated by the investment  during that 30-day (or one-month) period is assumed
to be generated  during,  and  reinvested at the end of, each such period over a
360-day (or  twelve-month)  year. The 30-day (or one-month)  yield is calculated
according to the following formula:

           Yield = 2[(((a-b)/cd) + 1)6 - 1]
where
   a =  net  investment  income  earned  during  the  period  by  the  Portfolio
   attributable to shares owned by the Sub-account;
   b = expenses accrued for the period (net of reimbursements);
   c = the average daily number of  Accumulation  Units  outstanding  during the
   period; and
   d = the maximum offering price per  Accumulation  Unit (i.e., net asset value
   per Accumulation Unit) on the last day in the period.

    Because of the charges and deductions  imposed by the Variable Account,  the
yield for a  Sub-account  will be lower  than the  yield  for its  corresponding
Portfolio. The yield calculations do not reflect the effect of any premium

                             ALLOCATOR 2000 ANNUITY
                                      SAI 8

<PAGE>



taxes or Surrender  Charge that may be  applicable to a particular  Policy.  The
yield on amounts held in the  Sub-accounts  normally will  fluctuate  over time.
Therefore, the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. A Sub-account's actual yield
is  affected  by the types and quality of the  Portfolio's  investments  and the
Portfolio's operating expenses.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN CALCULATIONS
    For each  Sub-account,  we may advertise  standardized  average annual total
return calculated as prescribed by the rules of the SEC. The calculation assumes
a single $1,000 Premium Payment made at the beginning of the stated period and a
surrender  at the end of the period.  The ending  redeemable  value  (i.e.,  the
Surrender Value) reflects all recurring fees that are charged to Owner accounts,
including the Annual Policy Fee, Administrative Expense Charge and Mortality and
Expense Risk Charge, and any applicable Surrender Charge.

    Quotations  of average  annual  total  return are  computed  by finding  the
average annual compounded rates of return over a period of one, three, five, and
ten years (or, if less, up to the life of the Portfolio),  and up to the life of
the  Sub-Account  that would  equate the initial  amount  invested to the ending
redeemable value, according to the following formula:

           P(1 + T)n= ERV
where
    P = a hypothetical  initial  Premium  Payment of $1,000;
    T = average annual  total return;
    n = number of years in the period; and
    ERV = ending redeemable value of a hypothetical  $1,000 Premium Payment made
    at the beginning of the period (or fractional portion thereof).

NON-STANDARDIZED RETURN CALCULATIONS
    In addition to the standardized calculation described above, we may disclose
non-standardized total returns and non-standardized average annual total returns
for  each  Sub-account.  Like  the  standardized  calculation,  non-standardized
calculations assume a single $1,000 Premium Payment made at the beginning of the
stated period. However,  non-standardized calculations do not assume a surrender
at the  end  of the  period  or  reflect  recurring  separate  account  charges.
Non-standardized  total returns  represent the percentage change in Accumulation
Unit Value with respect to periods of one year or less. Non-standardized average
annual total returns  represent the average annual change in  Accumulation  Unit
Value  over  the  stated  period.  For  periods  of one  year or  less,  the two
non-standardized  rates of return are equal.  For periods greater than one year,
the  non-standardized  average  annual  total  return  is the  effective  annual
compounded rate of return.

CUMULATIVE TOTAL RETURN CALCULATIONS
    We  may  also  disclose   cumulative  total  return  for  each  Sub-account.
Cumulative  total return is  non-standardized  and  unaveraged.  It reflects the
simple percentage change in value of a hypothetical  investment in a Sub-account
over the  stated  period.  Cumulative  total  return  is  calculated  using  the
following formula:

           CTR = (ERV / P) - 1

where
    CTR = the cumulative total return net of Sub-account  recurring  charges for
    the period;
    ERV = ending redeemable value of a hypothetical  $1,000 Premium Payment made
    at the beginning of the period (or fractional portion thereof);  and
    P = a hypothetical initial Premium Payment of $1,000.

                               PERFORMANCE FIGURES


    The performance  information  provided in the tables below is as of December
31, 1999,  and reflects  only the  performance  of a Policy's  allocation to the
Sub-accounts  during the time period on which the  calculations  are based.  For
periods prior to the inception  date of a Sub-account,  performance  information
represents hypothetical returns


                             ALLOCATOR 2000 ANNUITY
                                      SAI 9

<PAGE>



based on the performance of the corresponding  Portfolio and the assumption that
the Sub-account had been in existence for the period indicated.  All returns for
periods greater than one year are annualized.  Performance  information provided
for any given past period is not an indication or representation of future rates
of return.


     The yield for the Money Market  Sub-account for the seven-day period ending
December 31, 1999 on an annualized basis, was 4.71%. The effective yield for the
Money Market  Sub-account for the seven-day  period ending December 31, 1999, on
an annualized basis, was 4.82%.


    Standardized  Average Annual Total Return - reflects  historical  investment
results based on a $1,000  hypothetical  investment  over the period  indicated,
less separate  account and  underlying  charges.  The separate  account  charges
include an annual policy fee, an administrative  expense charge, a mortality and
expense risk charge, and any surrender charge applicable if an owner surrendered
the policy at the end of the period indicated.  The underlying portfolio charges
include management fees and other operating expenses.
<TABLE>
<CAPTION>

                                     SUBACCOUNT                                  10 YEAR OR SINCE
                                     INCEPTION      1 YEAR  3 YEAR     5 YEAR        SUB-ACCOUNT
                                        DATE                                          INCEPTION
- ----------------------------------------------------------------------------------------------
<S>                                       <C>        <C>     <C>          <C>           <C>
THE ALGER AMERICAN FUND

  Growth                                8/26/96      23.83%   32.09%      N/A          31.60%
  MidCap Growth                         8/26/96      21.97%   21.92%      N/A          18.59%
  Small Cap Growth                      8/26/96      33.37%   19.05%      N/A
CALVERT VARIABLE SERIES INC.
  Calvert Social Money Market           8/26/96      -4.65%    1.01%      N/A            .26%
  Calvert Social Small Cap Growth       8/26/96       9.67%   13.94%      N/A          -8.94%
  Calvert Social Mid Cap Growth         5/01/97      -2.56%   16.06%      N/A          16.06%
  Calvert Social International Equity   5/01/97      22.88%   17.46%      N/A          17.46%
  Calvert Social Balanced Portfolio     8/26/96       2.63%   12.42%      N/A          15.17%
BT INSURANCE FUNDS
  Equity 500 Index                      5/01/00        N/A      N/A       N/A            N/A
  Small Cap Index                       5/01/00        N/A      N/A       N/A            N/A
  EAFE Equity Index                     5/01/00        N/A      N/A       N/A            N/A
VARIABLE INSURANCE PRODUCTS FUND
  Equity-Income: Service Class 2        5/01/00        N/A      N/A       N/A            N/A
  High Income: Service Class 2          5/01/00        N/A      N/A       N/A            N/A
VARIABLE INSURANCE PRODUCTS FUND II
  Contrafund: Service Class 2           5/01/00        N/A      N/A       N/A            N/A
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
  Limited Maturity Bond                 8/26/96      -7.97%    0.10%      N/A           1.37%
  Growth                                8/26/96      40.25%   27.38%      N/A          19.20%
  Partners                              5/01/00        N/A      N/A       N/A            N/A
OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Aggressive Growth                     5/01/97      72.98%   28.59%      N/A          28.59%
  Capital Appreciation                  5/01/97      31.64%   27.05%      N/A          27.05%
  Main Street Growth & Income           5/01/97      11.97%   15.40%      N/A          15.40%
  Strategic Bond                        5/01/97      -6.64%    0.71%      N/A           0.71%
  High Income                           5/01/97      -5.20%    1.46%      N/A           1.46%
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
  Templeton Asset Strategy  - Clas      5/01/00        N/A      N/A       N/A            N/A
  Templeton International Securities -
  Class 2                               5/01/00        N/A      N/A       N/A            N/A
VAN ECK WORLDWIDE INSURANCE TRUST
  Worldwide Hard Assets Fund            8/26/96      11.27%  -10.91%      N/A         -19.26%


</TABLE>

                             ALLOCATOR 2000 ANNUITY
                                     SAI 10

<PAGE>



Non-Standardized  Average Annual Total Return - reflects  historical  investment
results based on a $1000 hypothetical investment over the period indicated, less
the  underlying  portfolio  charges  consisting  of  management  fees and  other
operating  expenses.  The  returns do not  reflect  recurring  separate  account
charges  or the  maximum  Surrender  Charge  that  would  apply  for the  period
indicated. If reflected, those deductions would reduce the performance quoted.

                                                                       10 YEAR
                                      PORTFOLIO                        OR SINCE
                                      INCEPTION   1 YEAR   5 YEAR      PORTFOLIO
                                        DATE                          INCEPTION
- --------------------------------------------------------------------------------
THE ALGER AMERICAN FUND
  Growth                              1/09/89      33.74%    30.94%     22.89%
  MidCap Growth                       5/03/93      31.85%    26.14%     24.72%
  Small Cap Growth                    9/21/88      43.42%    22.64%     18.22%
CALVERT VARIABLE SERIES INC.
  Calvert Social Money Market         6/30/92       4.85%     5.10%      4.46%
  Calvert Social Small Cap Growth     3/15/95      19.38%      N/A       8.60%
  Calvert Social Mid Cap Growth       7/16/91       6.97%    20.80%     14.06%
  Calvert Social International Equity 6/30/92      32.78%    18.06%     14.72%
  Calvert Social Balanced             9/02/86      12.23%    18.02%     12.05%

BT INSURANCE FUNDS
  Equity 500 Index                   10/01/97        N/A       N/A        N/A
  Small Cap Index                     8/25/97        N/A       N/A        N/A
  EAFE Equity Index                   8/22/97        N/A       N/A        N/A
VARIABLE INSURANCE PRODUCTS FUND
  Equity-Income: Service Class 2      10/09/86       N/A       N/A        N/A
  High Income: Service Class 2        9/19/85        N/A       N/A        N/A
VARIABLE INSURANCE PRODUCTS FUND II
  Contrafund: Service Class 2         1/03/95        N/A       N/A        N/A
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
  Limited Maturity Bond Portfolio     9/10/84      1.48%     5.52%      5.86%
  Growth Portfolio                    9/10/84      50.40%    26.37%     15.61%
OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Aggressive Growth                   8/15/86      83.60%    29.70%     20.43%
  Capital Appreciation                4/03/85      41.66%    30.65%     18.46%
  Main Street Growth & Income         7/05/95      21.71%      N/A      25.80%
  Strategic Bond                      5/03/93       2.83%     8.25%      6.18%
  High Income                         4/30/86       4.29%    10.24%     12.65%
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
  Templeton Asset Strategy - Class 2 11/28/88        N/A       N/A        N/A
  Templeton International Securities -
  Class 2                             5/01/92        N/A       N/A        N/A
VAN ECK WORLDWIDE INSURANCE TRUST

  Worldwide Hard Assets Fund           9/1/89      21.00%     1.49%      3.06%



                             ALLOCATOR 2000 ANNUITY
                                     SAI 11

<PAGE>



                               FEDERAL TAX MATTERS

TAXATION OF ANLIC
    ANLIC is taxed as a life  insurance  company under Part 1 of Subchapter L of
the Internal  Revenue Code of 1986, as amended (the "Code").  Since the Variable
Account is not an entity  separate from ANLIC and its operations  form a part of
ANLIC, it will not be taxed separately as a "regulated investment company" under
Subchapter M of the Code.  Investment  income and realized net capital  gains on
the assets of the  Variable  Account are  reinvested  and taken into  account in
determining  the Policy Account Value. As a result,  such investment  income and
realized net capital  gains are  automatically  retained as part of the reserves
under the  Policy.  Under  existing  federal  income tax law,  we  believe  that
Variable Account  investment income and realized net capital gains should not be
taxed to the  extent  hat such  income  and  gains are  retained  as part of the
reserves under the Policy.

TAX STATUS OF THE POLICIES
    Section  817(h) of the Code  provides that the  investments  of the Variable
Account must be "adequately diversified" in accordance with Treasury regulations
in order for the Policies to qualify as annuity  contracts  under  Section 72 of
the Code. The Variable Account,  through each Portfolio,  intends to comply with
the diversification requirements prescribed by the Treasury Department in Treas.
Reg. Section 1.817-5,  which affect how the Portfolios'  assets may be invested.
We do not control any of the Funds or their Portfolios' investments. However, we
have entered  into an  agreement  regarding  participation  in each Fund,  which
requires  each  participating  Portfolio to be operated in  compliance  with the
diversification requirements prescribed by the Treasury.

    In  certain  circumstances,  owners of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their policies. In those circumstances,  income
and gains from the separate  account  assets would be includable in the variable
policy  owner's  gross  income.  The IRS has stated in published  rulings that a
variable policy owner will be considered the owner of separate account assets if
the policy owner possesses  incidents of ownership in those assets,  such as the
ability to exercise  investment control over the assets. The Treasury Department
also  announced,  in  connection  with the  issuance of  regulations  concerning
diversification,  that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account  may  cause the  investor  (i.e.,  the  policyholder),  rather  than the
insurance  company,  to be treated  as the owner of the assets in the  account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets."

    The  ownership  rights  under the Policy are  similar to, but  different  in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that policy owners were not owners of separate  account  assets.  For
example, the Owner has additional flexibility in allocating premium payments and
Policy Account Values.  These differences could result in an Owner being treated
as the owner of a pro rata  portion of the assets of the  Variable  Account.  In
addition,  we do not know  what  standards  will be set  forth,  if any,  in the
regulations  or rulings which the Treasury  Department  has stated it expects to
issue.  We  therefore  reserve  the right to modify the Policy as  necessary  to
attempt to prevent an Owner from being  considered the owner of a pro rata share
of the assets of the Variable Account.


QUALIFIED POLICIES
    The Policies are designed for use with several types of qualified plans. The
following are brief  descriptions of qualified plans with which the policies may
be used:

    a.  H.R. 10 Plans--Section 401 of the Code permits self-employed individuals
        to establish  qualified plans for themselves and their  employees.  Such
        plans commonly are referred to as "H.R. 10" or "Keogh" plans.
        Taxation of plan participants depends on the specified plan.

        The Code  governs  such  plans with  respect  to maximum  contributions,
        distribution  dates,  non-forfeitability  of  interests,  and tax  rates
        applicable to  distributions.  In order to establish such a plan, a plan
        document,  usually in prototype form preapproved by the Internal Revenue
        Service, is adopted and implemented by the


                             ALLOCATOR 2000 ANNUITY
                                     SAI 12

<PAGE>




        employer.  When issued in connection with H.R. 10 plans, a Policy may be
        subject to special  requirements  to conform to the  requirements  under
        such plans.  Purchasers  of a Policy for such  purposes will be provided
        with supplemental  information  required by the Internal Revenue Service
        or other appropriate agency.

    b.  Individual Retirement Annuities--Section 408 of the Code permits certain
        individuals to contribute to an individual  retirement  program known as
        an  "Individual  Retirement  Annuity" or an "IRA."  IRA's are subject to
        limitations  on  eligibility,   maximum   contributions,   and  time  of
        distribution.  Distributions from certain other types of qualified plans
        may be "rolled  over" on a  tax-deferred  basis into an IRA.  Sales of a
        Policy for use with an IRA may be subject to special requirements of the
        Internal Revenue Service.  Purchasers of a Policy for such purposes will
        be provided  with  supplemental  information  required  by the  Internal
        Revenue Service or other appropriate agency.

    c.  Roth  IRAs--Section  408A of the Code  permits  certain  individuals  to
        establish an individual  retirement  program known as a "Roth Individual
        Retirement  Annuity" or a "Roth IRA." Roth IRAs are subject to limits on
        eligibility  and maximum  contributions.  Unlike regular IRAs, Roth IRAs
        are not subject to minimum  distribution  requirements at age 70 1/2. In
        addition,  certain  qualified  distributions  from a Roth IRA may not be
        subject to federal  income tax on withdrawal.  Distributions  from other
        types of qualified plans may not, as a general rule, be rolled over to a
        Roth IRA.  However,  a  regular  IRA can be  converted  to a Roth IRA in
        certain  circumstances.  Sales of a Policy  for use as a Roth IRA may be
        subject  to  special  requirements  of  the  Internal  Revenue  Service.
        Purchasers  of a Roth IRA  Policy  will be  provided  with  supplemental
        information   required  by  the  Internal   Revenue   Service  or  other
        appropriate agency.

    d.  SIMPLE  IRAs--Section 408(p) of the Code permits certain small employers
        to establish a "SIMPLE Individual  Annuity" or "SIMPLE IRA" plan for the
        benefit of its eligible  employees.  Employers  who maintain  SIMPLE IRA
        plans  make a  specified  amount  of  either  matching  or  non-elective
        contributions to SIMPLE IRAs of eligible  employees.  Employees may also
        make  salary  deferred  contributions  to their  SIMPLE  IRAs.  The Code
        specifies  limits  on  eligibility,  contributions,  and the  timing  of
        distributions,  among other things.  Sales of SIMPLE IRAs may be subject
        to special requirements of the Internal Revenue Service. Purchasers of a
        SIMPLE  IRA  Policy  will  be  provided  with  supplemental  information
        required by the Internal Revenue Service or other appropriate agency.

    e.  Corporation Pension and Profit Sharing Plans--Sections 401(a) and 403(a)
        of the Code permit  corporate  employers to establish  various  types of
        retirement  plans for employees.  Such  retirement  plans may permit the
        purchase of Policies in order to provide benefits under the plans.

    Generally,   where  the  Policy  is  purchased  by  a  qualified  plan,  the
tax-deferral feature is provided through the qualified plan and the tax-deferral
feature of the Policy is not necessary and does not provide any  additional  tax
deferred treatment of earnings.

    The Policy does provide  features  unavailable  in other  products,  such as
lifetime  income  payments,  family  protection  through the Death Benefit,  and
certain  guarantees  of fees and  expenses.  Fees  imposed  by the Policy may be
higher  than  alternative  investments,  such as  mutual  funds,  as a result of
offering these features.


                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

    We cannot  guarantee that shares of the Portfolios  currently  being offered
will be  available  in the future for  investment  of  Premium  Payments  or for
transfers.  We reserve the right,  subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for, the shares of the Funds
that are held by the  Variable  Account (or any  Sub-account)  that the Variable
Account (or any Sub-account) may purchase. We reserve the right to eliminate the
shares of any of the Portfolios and to substitute shares of another Portfolio or
any other  investment  vehicle or of  another  open-end,  registered  investment
company if laws or regulations are changed, if the shares of any of the Funds or
a  Portfolio  are no longer  available  for  investment,  or if in our  judgment
further  investment in any Portfolio should become  inappropriate in view of the
objectives and policies of the Sub-account. We will not

                             ALLOCATOR 2000 ANNUITY
                                     SAI 13

<PAGE>



substitute  any shares  attributable  to an Owner's  interest  in a  Sub-account
without notice and prior approval of the SEC and the insurance  regulator of the
state where the Policy was delivered,  where required.  Nothing contained herein
shall prevent the Variable  Account from purchasing  other  securities for other
series or classes of policies, or from permitting a conversion between series or
classes of policies on the basis of requests made by Owners.

    We also  reserve  the  right to  establish  additional  Sub-accounts  of the
Variable  Account,  each of which would invest in a new  Portfolio of one of the
Funds, or in shares of another investment company or suitable investment, with a
specified investment objective. New Sub-accounts may be established when, in our
sole discretion,  marketing needs or investment  conditions warrant, and any new
Sub-accounts  will  be made  available  to  existing  Owners  on a  basis  to be
determined by us. We may also eliminate one or more Sub-accounts if, in its sole
discretion, marketing, tax, or investment conditions warrant.

    In the event of any such  substitution  or change,  we may,  by  appropriate
endorsement,  make  such  changes  in  the  Policies  as  may  be  necessary  or
appropriate to reflect such substitution or change. If deemed by us to be in the
best interests of persons having voting rights under the Policies,  the Variable
Account may be operated as a  management  company  under the 1940 Act, it may be
deregistered  under  that  Act in  the  event  such  registration  is no  longer
required, or it may be combined with other ANLIC separate accounts.

                          DISTRIBUTION OF THE POLICIES

    Applications  for the Policies  are  solicited by agents who are licensed by
state insurance authorities to sell our variable annuity insurance policies, and
who are also registered  representatives  of The Advisors Group, Inc. ("TAG") or
registered  representatives  of broker/dealers  who have selling agreements with
TAG or registered  representatives of broker/dealers who have selling agreements
with such broker/dealers. TAG, whose address is 7315 Wisconsin Avenue, Bethesda,
Maryland 20814, is a registered  broker/dealer under the Securities Exchange Act
of 1934 ("1934  Act") and a member of the  National  Association  of  Securities
Dealers, Inc. ("NASD").  TAG is a second tier wholly-owned  subsidiary of Acacia
Life  Insurance   Company  of  Washington,   D.C.  TAG  acts  as  the  principal
underwriter,  as defined in the 1940 Act, of the  Policies  (as well as of other
variable life policies)  pursuant to an underwriting  agreement with ANLIC.  The
Policies are offered and sold only in those states where their sale is lawful.

    We will  refund any  Premium  Payments  paid if a Policy  ultimately  is not
issued or will refund the applicable amount if the Policy is canceled during the
Free Look Period.

    Agents are compensated for sales of the Policies on a commission and service
fee basis and with other forms of compensation. Agent commissions will vary, but
in any event will not exceed 5% of Premium Payments made.

                                STATE REGULATION

    We are subject to the insurance laws and  regulations of states within which
we are  licensed or may become  licensed to operate.  Generally,  the  insurance
department of a state  applies the laws of the state of the insurance  company's
domicile in determining  permissible  investments by that insurance  company.  A
Policy is governed by the law of the state in which it is delivered.  The values
and benefits of each Policy are at least equal to those required by the state in
which it is delivered.


                               RECORDS AND REPORTS

    All records and accounts relating to the Variable Account will be maintained
by ANLIC.  As  presently  required by the 1940 Act and  regulations  promulgated
thereunder,  reports  containing such  information as may be required under that
Act or by any other applicable law or regulation will be sent to Owners at their
last known address of record.

                             ALLOCATOR 2000 ANNUITY
                                     SAI 14

<PAGE>


                                  LEGAL MATTERS


    Matters of the  Commonwealth  of Virginia law  pertaining  to the  Policies,
including  ANLIC's  right to issue the Policies and its  qualification  to do so
under  applicable  laws and  regulations  thereunder,  have been  passed upon by
Robert-John H. Sands, Senior Vice President and General Counsel.

                                     EXPERTS

    The financial statements  (statutory basis) of ANLIC as of December 31, 1999
and 1998,  and the financial  statements of the Variable  Account as of December
31, 1999 and for each of the periods  indicated  therein,  have been included in
this  Statement  of  Additional  Information  in  reliance  upon the  report  of
__________________  independent  certified  public  accountants,  which  is also
included  herein,  and upon the  authority of said firm as experts in accounting
and auditing.


                                OTHER INFORMATION

    A Registration Statement has been filed with the SEC under the 1933 Act with
respect to the Policies  discussed in this Statement of Additional  Information.
Not all of the information set forth in the Registration  Statement,  amendments
and  exhibits  thereto  has  been  included  in  this  Statement  of  Additional
Information.  Statements  contained in this Statement of Additional  Information
concerning the content of the Policy and other legal instruments are intended to
be  summaries.  For a  complete  statement  of the  terms  of  these  documents,
reference should be made to the instruments filed with the SEC.

                              FINANCIAL STATEMENTS


    We have included  financial  statements of ANLIC and of the Variable Account
in this Statement of Additional  Information.  The financial statements of ANLIC
should be considered  only as bearing on ANLIC's ability to meet its obligations
under the Policy.  They should not be  considered  as bearing on the  investment
performance of the assets held in the Variable Account.




                             ALLOCATOR 2000 ANNUITY
                                     SAI 15

<PAGE>


PART C
                                OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements.
Part A: None.

Part B: Audited  Financial  Statements  of  the  Registrant for the fiscal years
        ended December 31, 1999 and 1998. Audited Financial Statements of Acacia
        National Life Insurance  Company for the fiscal years ended December 31,
        1999 and 1998.

Part C: None.

(b) Exhibits
    (1)  Resolution of the Board of Directors of Acacia  National Life Insurance
    Company ("ANLIC") authorizing  establishment of the Acacia National Variable
    Annuity  Separate  Account  II.  1/
    (2) N/A
    (3) (A)  Principal  Underwriting Agreement.1/
        (B)  Form of Broker-Dealer Sales Agreement. 1/
        (C)  Commission Schedule. 1/
    (4) Form of Annuity Policy. 1/
    (5) Form of Application. 4/
    (6) (A) Restated Articles of Incorporation of ANLIC. 2/
        (B) By-Laws of ANLIC. 2/
    (7) N/A

    (8) (A) Participation Agreements. 1/
            Oppenheimer 2/
            Variable Insurance Products Fund - To be provided
            Variable Insurance Products Fund II - To be provided
            BT Insurance Trust 5/
            Franklin Templeton Variable Insurance Products Trust 5/
        (B) Form of Administration Agreement. 1/
            Amendment  dated May 30, 1996 3/
    (9) Opinion and Consent of  Robert-John  H. Sands
    (10)(A) Consent of  Independent  Auditors - To Be Provided
    (11) N/A
    (12) N/A
    (13) Schedule of Computation and Performance Quotations


1/   Incorporated  by  reference  to the  initial  filing  of  the  Registration
     Statement on Form N-4 (File No. 333-03963) filed on May 16, 1996.
2/   Incorporated  by reference  to the  Post-Effective  Amendment  No. 3 to the
     Registration  Statement  on Form S-6  (File No.  33-90208)  filed on May 1,
     1997.
3/   Incorporated  by reference  to the  Post-Effective  Amendment  No. 1 to the
     Registration  Statement  on Form  N-4  (File  No.  333-03963)  filed on May
     1,1997.
4/   Incorporated  by reference  to the  Post-Effective  Amendment  No. 3 to the
     Registration  Statement on Form N-4 (File No.  333-03963) filed on March 1,
     1999.

5/   Incorporated  by reference  to the  Post-Effective  Amendment  No. 1 to the
     Registration  Statement on Form S-6 (File No.  333-81057) filed on February
     25, 2000.



<PAGE>


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

EXECUTIVE OFFICERS AND DIRECTORS OF ANLIC

Charles T. Nason, Chairman of the Board and Chief Executive Officer*
Robert W. Clyde, President and Chief Operating Officer*
Haluk Ariturk, Senior Vice President, Product Management and Administration**
JoAnn M. Martin, Senior Vice President and Chief Financial Officer, Director**
Brian J. Owens, Senior Vice President, Career Distribution*
Barry C. Ritter, Senior Vice President and Chief Information Officer**
Robert-John  H. Sands,  Senior Vice  President,  General  Counsel and  Corporate
 Secretary*
Janet L. Schmidt, Senior Vice President, Human Resources*
Richard W. Vautravers, Senior Vice President and Corporate Actuary**
William W. Lester, Vice President and Treasurer**
Reno J. Martini, Director***

* The  principal  business  address  of each  person  is  Acacia  National  Life
Insurance  Company,  7315 Wisconsin  Avenue,  Bethesda,  Maryland  20814.
** The principal  business  address of each  person is Ameritas  Life  Insurance
Corp., 5900 "O" Street, Lincoln, Nebraska 68510.
*** The principal  business address of each person is Calvert Group,  Ltd., 4550
Montgomery Avenue, Bethesda, Maryland 20814.


ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER COMMON  CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The  depositor,  Acacia  National  Life  Insurance  Company , is wholly owned by
Acacia Life Insurance Corp. The Registrant is segregated asset account of Acacia
National Life Insurance Company.

The following chart indicates the persons  controlled by or under common control
with Acacia National Life Insurance Company:


     (Omitted chart shows Ameritas Acacia organization.  Ameritas Acacia
     Mutual Holding Company is at the uppermost tier.  Ameritas Holding
     Company is at the second tier.  Third tier entities are: Ameritas Life
     Insurance Corp. and Acacia Life Insurance Company.  Fourth tier
     companies under Ameritas Life Insurance Corp. are: Ameritas Investment
     Advisors, Inc., Ameritas Managed Dental Plan, Inc., First Ameritas
     Life Insurance Corp. of New York, AMAL Corporation, Veritas Corp., and
     Pathmark Assurance Company. Fourth tier companies under Acacia Life
     Insurance Company are: Acacia National Life Insurance Company and
     Acacia Financial Corp.  Fifth tier companies which are owned by AMAL
     Corporation are Ameritas Investment Corp. and Ameritas Variable Life
     Insurance Company.  Fifth tier companies owned by Acacia Financial
     Corp. are Acacia Federal Savings Bank, Calvert Group, Ltd. and its
     investment companies, and The Advisors Group, Inc.)


Acacia Life Insurance  Company is regulated by the District of Columbia.  Acacia
National  Life  Insurance  Company  and  Acacia  Financial  Corp.  are  Virginia
entities.  Acacia  Federal  Savings Bank is  regulated by the U. S.  Government.
Calvert Group Ltd. ("Calvert") and The Advisors Group, Inc. ("TAG") are Delaware
entities. All Ameritas entries are Nebraska entities, except First Ameritas Life
Insurance Corp. of New York,  which is a New York entity,  and Ameritas  Managed
Dental Plan, Inc., which is a California entity.

Calvert entities are investment advisor to the following funds:
        1)   First Variable Rate Fund for Government Income


<PAGE>


        2)   Calvert Tax-Free Reserves
        3)   Calvert Social Investment Fund
        4)   Calvert Cash Reserves (d/b/a Money Management Plus)
        5)   The Calvert Fund
        6)   Calvert Municipal Fund, Inc.
        7)   Calvert World Values Fund, Inc.
        8)   Calvert Variable Series, Inc.
        9)   Calvert New World Fund

TAG controls The Advisors Group Insurance  Agency of Ohio, Inc. through a Voting
Trust Agreement with shareholders

All entities are wholly owned by the person  immediately  controlling it, except
AMAL  Corporation,  a holding  company,  which is jointly owned by Ameritas Life
Insurance Corp., which owns a majority interest in AMAL Corporation,  and AmerUs
Life Insurance company, which owns a minority interest in AMAL Corporation.

AMAL Corporation and Acacia Financial Corp. are holding companies. Veritas Corp.
is a marketing agency. Pathmark Assurance Company is an insurance company.


ITEM 27. NUMBER OF POLICY OWNERS

    As of January 31, 1999 there were _____  holders of Policies  offered by the
Registrant.


ITEM 28. INDEMNIFICATION

    Article VII of ANLIC's By-Laws provides, in part:

Section 2  Indemnification.  In the  event any  action,  suit or  proceeding  is
brought against a present or former Director, elected officer, appointed officer
or other  employee  because of any action  taken by such  person as a  Director,
officer or employee of the Company, the Company shall reimburse or indemnify him
for all loss  reasonably  incurred by him in connection  with such action to the
fullest extent permitted by Section 13.1-3.1 of the Code of Virginia,  as is now
or  hereafter  amended,  except in  relation  to matters as to which such person
shall have been finally adjudged to be liable by reason of having been guilty of
gross  negligence  or willful  misconduct in the  performance  of duties as such
director, officer or employee. In case any such suit, action or proceeding shall
result in a  settlement  prior to final  judgment and if, in the judgment of the
Board of  Directors,  such  person in taking  the  action or failing to take the
action complained of was not grossly negligent or guilty of wilful misconduct in
the  performance of his duty,  the Company shall  reimburse or indemnify him for
the  amount of such  settlement  and for all  expenses  reasonably  incurred  in
connection  with such action and its settlement.  This right of  indemnification
shall not be  exclusive  of any other  rights  to which any such  person  may be
entitled.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  to  Directors,  officers  and  controlling  persons,  or
otherwise,  the  Registrant has been advised that in the opinion of the SEC such
indemnification may be against public policy as expressed in the Act and may be,
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.

ANLIC  Officers and  Directors are covered under a Fidelity Bond issued by Chubb
Group of Insurance  Companies with an aggregate  limit of  $8,000,000,  a single
loss limit of $4,000,000, and a deductible of $50,000.

<PAGE>



ITEM 29. PRINCIPAL UNDERWRITERS

(a) The Advisors  Group,  Inc. is the principal  underwriter  of the Policies as
defined  in the  Investment  Company  Act of  1940,  and is also  the  principal
underwriter  for Acacia  National  Life  Insurance  Company  Separate  Account I
variable life insurance policies.

 (b)The following table sets forth certain  information  regarding directors and
officers of The Advisors Group:

   Name and Principal       Positions and Offices
   Business Address*        With Underwriter
   ------------------       ----------------------
   Charles T. Nason         Chairman of the Board
   Robert W. Clyde          Director, Executive Vice President
   Robert-John H. Sands     Director
   Jeffrey W. Helms         Vice Chairman of the Board, President and
                            Chief Executive
   Brian J. Owens           Director, Senior Vice President
   James E. Harvey          Director, Vice President
   Scott A. Grebenstein     Vice President - Product Development
   David A. Glazer          Regional Vice President

   * The principal business address of each person listed is:
                          The Advisors Group, Inc.
                          7315 Wisconsin Avenue
                          Bethesda, Maryland 20814

(c) Commissions  Received by Each Principal  Underwriter from the Registrant
    during the Registrant's  Last Fiscal Year

                      Net Underwriting  Compensation
   Name of Principal  Discounts and           on
   Underwriter           Commissions      Redemption   Commissions  Compensation
- --------------------------------------------------------------------------------
The Advisors Group,      (N/A)              (N/A)        (N/A)         (N/A)
       Inc.


ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act and the rules under it are maintained by ANLIC at its Service  Office,  P.O.
Box 79574, Baltimore, MD 21270-0574, and at its Principal Office, 7315 Wisconsin
Avenue, Bethesda, Maryland 20814.


ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B.


ITEM 32. UNDERTAKINGS

(a) Registrant  undertakes that it will file a Post-Effective  Amendment to this
    Registration Statement as frequently as 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 variable annuity  contracts may
    be accepted.

(b) Registrant  undertakes  that  it  will  include  either  (1) as  part of any
    application to purchase a contract  offered by the Prospectus,  a space that
    an applicant can check to request a Statement of Additional


<PAGE>



    Information, or (2) a post card or similar written communication affixed  to
    or included in the  Prospectus  that the applicant can remove to send for  a
    Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and
    any  financial  statements  required  to be made  available  under this Form
    promptly  upon  written  or oral  request  to ANLIC at the  address or phone
    number listed in the Prospectus.


                         STATEMENT PURSUANT TO RULE 6C-7

ANLIC and the Variable Account rely on 17 C.F.R. Sections 270.6c-7 and represent
that  the  provisions  of  that  Rule  have  been  or  will  be  complied  with.
Accordingly,  ANLIC and the Variable  Account are exempt from the  provisions of
Sections  22(e),  27(c)(1) and 27(d) of the Investment  Company Act of 1940 with
respect to any variable  annuity  contract  participating in such account to the
extent  necessary  to  permit  compliance  with the  Texas  Optional  Retirement
Program.


                         SECTION 403(B) REPRESENTATIONS

ANLIC  represents  that it is relying on a no-action  letter dated  November 28,
1988, to the American  Council of Life Insurance  (Ref. No.  IP-6-88)  regarding
Sections 22(e),  27(c)(1),  and 27(d) of the Investment  Company Act of 1940, in
connection with redeemability  restrictions on Section 403(b) policies, and that
paragraphs numbered (1) through (4) of that letter will be complied with.



                       SECTION 26(E)(2)(A) REPRESENTATIONS

Pursuant to Section 26  (e)(2)(A)  of the  Investment  Company  Act of 1940,  as
amended,  ANLIC  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 ANLIC.



<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Acacia National  Variable  Annuity  Separate Account II, certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment No. 5 to
the Registration  Statement  pursuant to Rule 485(a) under the Securities Act of
1933 and has caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized in the City of Bethesda,
County of Montgomery, State of Maryland on this 24th day of February, 2000.

                ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II, Registrant

                               ACACIA NATIONAL LIFE INSURANCE COMPANY, Depositor


Attest: /s/ Robert-John H. Sands                  By: /s/ Charles T. Nason
        ---------------------------                   -------------------------
        Secretary                                     Chairman of the Board

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by the  Directors  and  Principal  Officers of Acacia
National Life Insurance Company on the dates indicated.


         SIGNATURE                 TITLE                           DATE


/s/ Charles T. Nason            Chairman of the Board         February 24, 2000
- ------------------------        and Chief Executive Officer
    Charles T. Nason            and Director



/s/ Robert W. Clyde             President and Chief           February 24, 2000
- ------------------------        Operating Officer and
    Robert W. Clyde             Director



/s/ Robert-John H. Sands        Senior Vice President,        February 24, 2000
- ------------------------        General Counsel, Corporate
    Robert-John H. Sands        Secretary and Director



/s/ Haluk Ariturk               Senior Vice President,        February 24, 2000
- ------------------------        Product Management and
    Haluk Ariturk               Administration and Director



/s/ JoAnn M. Martin             Senior Vice President,        February 24, 2000
- ------------------------        Chief Financial Officer
    JoAnn M. Martin             and Director



/s/ Reno J. Martini             Director                      February 24, 2000
- ------------------------
    Reno J. Martini



<PAGE>

/s/ Brian J. Owens             Senior Vice President,         February 24, 2000
- ------------------------       Career Distribution
    Brian J. Owens


/s/  Janet L. Schmidt          Senior Vice President          February 24, 2000
- ------------------------       Human Resources
     Janet L. Schmidt


/s/ Barry C. Ritter            Senior Vice President          February 24, 2000
- ------------------------       and Chief Information Officer
    Barry C. Ritter


/s/ Richard W. Vautravers      Senior Vice President          February 24, 2000
- ------------------------       and Corporate Actuary
    Richard W. Vautravers





<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER         DESCRIPTION

 (9)     Opinion and Consent of Robert-John H. Sands

 (13)    Schedule of Computation and Performance Quotations





                                   EXHIBIT (9)

                   Opinion and Consent of Robert-John H. Sands



<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY LOGO

THE ACACIA GROUP
7315 Wisconsin Avenue    Bethesda, Maryland  20814  (301)280-1000



February 25, 2000



Acacia National Life Insurance Company
7315 Wisconsin Avenue
Bethesda, Maryland  20814

Gentlemen:

With reference to Post-Effective  Amendment No. 5 to the Registration  Statement
on Form N-4, filed by Acacia National Life Insurance Company and Acacia National
Variable Annuity Separate Account II with the Securities and Exchange Commission
covering flexible premium annuity  policies,  I have examined such documents and
such laws as I considered  necessary and  appropriate,  and on the basis of such
examination, it is my opinion that:

        1.     Acacia  National  Life  Insurance  Company is duly  organized and
               validly  existing under the laws of the  Commonwealth of Virginia
               and has been duly  authorized by the Insurance  Department of the
               Commonwealth of Virginia to issue variable annuity policies.

        2.     Acacia National  Variable  Annuity  Separate Account II is a duly
               authorized and existing separate account established  pursuant to
               the provisions of Virginia, ss.38.2-3113.

        3.     The flexible premium variable  annuity  policies,  when issued as
               contemplated  by  said  Form  N-4  Registration  Statement,  will
               constitute  legal,  validly  issued and  binding  obligations  of
               Acacia National Life Insurance Company.

I  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  said
Post-Effective  Amendment No. 5 to the Registration Statement on Form N-4 and to
the use of my name under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.


Sincerely,


/s/ Robert-John H. Sands
Robert-John H. Sands
Senior Vice President and General Counsel



Acacia Mutual Holding  Corporation,  Acacia  Financial Group, Ltd.,  Acacia Life
Insurance  Company,  Acacia National Life Insurance  Company,  Acacia  Financial
Corporation,  Calvert  Group,  Ltd.,  Acacia  Federal  Savings Bank,  Enterprise
Resources, LLC, Acacia Realty Corporation, The Advisors Group, Inc.
- --------------------------------------------------------------------------------
NATIONAL HEADQUARTERS, Washington, DC

                                   Exhibit 13
                      Schedule of Computation of Performance Quotations

Money Market Subaccounts:
Yield
Current  yield for Money Market  subaccount  reflects the income  generated by a
subaccount  over a 7 day period.  Current yield is calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical account
having one  Accumulation  Unit at the beginning of the period  adjusting for the
maintenance  charge,  and dividing the difference by the value of the subaccount
at the  beginning  of the base  period to obtain  the base  period  return,  and
multiplying  the base period return by (365/7).  The  resulting  yield figure is
carried to the nearest hundredth of a percent.

Effective Yield
Effective  yield for the Money  Market  subaccount  is  calculated  in a similar
manner  to  current  yield  except  that  investment  income  is  assumed  to be
reinvested throughout the year at the 7 day rate.

Effective yield is obtained by taking the base period returns as computed above,
and then  compounding  the base period  return by adding 1, raising the sum to a
power equal to (365/7) and  subtracting  one from the result,  according  to the
formula:

                Effective Yield=[(Base Period Return+1)365/7]-1.

Since the  reinvestment  of income is assumed in the  calculation  of  effective
yield, it will generally be higher than current yield.

Other Subacccounts:
Total Return
Average  annual total return  quotations for the 1, 5, and 10 year periods ended
on the date of the most recent balance sheet of the  Registrant  included in the
registration  statement  is computed by finding  the average  annual  compounded
rates of return over the 1, 5, and 10 year periods that would equate the initial
amount  invested to the ending  redeemable  value,  according  to the  following
formula:

                                P(1 + T) n = ERV

Where:
P       = a hypothetical initial payment of $1000
T       = average annual total return
n       = number of years
ERV     = ending  redeemable  value of a hypothetical  $1000 payment made at the
        beginning  of the 1, 5, or 10 year periods at the end of the 1, 5, or 10
        year operiods (or fractional portion thereof)

Yield
Current yield for subaccounts  other than the Money Market  subaccount  reflects
the income  generated by a subaccount  over a 30-day  period.  Current  yield is
calculated by dividing the net investment  income per  accumulation  unit earned
during the period by the maximum  offering price per unit on the last day of the
period, according to the formula:

                      Yield = 2[(((a - b ) / cd) + 1)6 - 1]


Where a = net  investment  income  earned  during  the  period by the  portfolio
company attributable to shares owned by the subaccount, b = expenses accrued for
the period (net of reimbursements), c = the average daily number of accumulation
units  outstanding  during the period,  and d = the maximum  offering  price per
accumulation  unit  on the  last  day of the  period.  The  yield  reflects  the
mortality and expense risk charge and the annual policy fee.


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