As filed with the Securities and Exchange Commission on
June 7, 1996
Registration No. _____________
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
=====================================
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [X]
=====================================
AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVA
(EXACT NAME OF REGISTRANT)
=====================================
AMERITAS LIFE INSURANCE CORP.
Depositor
5900 "O" Street
Lincoln, Nebraska 68510
=====================================
NORMAN M. KRIVOSHA
Executive Vice President, Secretary
and Corporate General Counsel
Ameritas Life Insurance Corp.
5900 "O" Street
Lincoln, Nebraska 68510
=====================================
Approximate date of proposed public offering: As soon as
practicable after effective date of the Registration Statement.
Flexible Premium Variable Annuity Policies -- Registrant is
registering an indefinite amount of securities pursuant to Rule
24-f-2 under the Investment Company Act of 1940. The amount of the
filing fee is $500.
The Registrant hereby amends this Registration Statement on such date
or dates may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
OVERTURE
CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4
PART A
FORM N-4 ITEM HEADING IN PROSPECTUS
Item 1. Cover Page.........................Cover Page
Item 2. Definitions........................Definitions
Item 3. Synopsis or Highlights.............Fee Table; Highlights
Item 4. Condensed Financial Information...Condensed Financial Information
Item 5. General Description of Registrant,
Depositor, and Portfolio Companies
a) Depositor.......................Ameritas Life Insurance Corp.
b) Registrant......................The Separate Account
c) Portfolio Company...............The Funds
d) Prospectus......................The Funds
e) Voting..........................Voting Rights
f) Administrator...................N/A
Item 6. Deductions and Expenses
a) Deductions......................Fee Table; Highlights; Charges
and Deductions
b) Sales load......................N/A
c) Special purchase plans..........N/A
d) Commissions.....................Distribution of the Policies
e) Portfolio company deductions and
expenses........................The Funds; Fund Investment
Advisory Fees and Expenses
f) Registrant's Operating Expenses.N/A
Item 7. General Description of Variable
Annuity Contracts
a) Rights .........................Highlights; Policy Features,
Annuity Period; General
Provisions; Voting Rights
b) Provisions and limitations......Highlights; Allocation of
Premium; Transfers Among the
Portfolios and the Fixed
Account; Systematic Programs
c) Changes in contracts or
operations......................Addition, Deletion, or
Substitution of Investments;
Policy Features; Voting Rights
d) Contractowner inquiries.........Owner Inquiries
Item 8. Annuity Period
a) Level of benefits...............Highlights; Allocation of
Premium; Annuity Income Options
b) Annuity commencement date.......Annuity Date
c) Annuity payments................Highlights; Annuity Income
Options
d) Assumed investment return.......Annuity Income Options
e) Minimums........................Annuity Income Options
f) Rights to change options or
transfer investment base........Annuity Income Options
Item 9. Death Benefit
a) Death benefit calculation.......Highlights; Death of Annuitant;
Death of Owner; Annuity Income
Options
b) Forms of benefits...............Highlights; Death of Annuitant;
Death of Owner Annuity Income
Options
Item 10. Purchases and Contract Values
a) Procedures for purchases........Cover Page; Highlights; Policy
Purchase and Premium Payment;
Accumulation Value
b) Accumulation unit value.........Accumulation Value
c) Calculation of accumulation unit
value...........................Accumulation Value; Policy
Purchase and Premium Payment
d) Principal underwriter...........Distribution of the Policies
<PAGE>
Item 11. Redemptions
a) Redemption procedures...........Highlights; Withdrawals and
Surrenders
b) Texas Optional Retirement
Program.........................N/A
c) Delay...........................Deferment of Payment
d) Lapse...........................N/A
e) Revocation rights...............Highlights; Free Look Privilege
Item 12. Taxes
a) Tax consequences................Tax Charges; Federal Tax
Matters
b) Qualified plans.................Federal Tax Matters
c) Impact of taxes.................Tax Charges
Item 13. Legal Proceedings .................Legal Proceedings
Item 14. Table of Contents of Statement of
Additional Information.............Table of Contents of Statement
of Additional Information
PART B
FORM N-4 ITEM HEADING IN STATMENT OF
ADDITIONAL INFORMATION
Item 15. Cover page.........................Cover page
Item 16. Table of Contents..................Table of Contents
Item 17. General Information and History....General Information and History
Item 18. Services
a) Fees, expenses and costs paid
by other than depositor or
registrant......................N/A
b) Management-related services.....N/A
c) Custodian and independent public
accountant......................Safekeeping of Account Assets;
Experts
d) Other custodianship.............N/A
e) Administrative servicing agent..N/A
f) Depositor as principal
underwriter.....................N/A
Item 19. Purchase of Securities Being Offered
a) Manner of Offering..............N/A
b) Sales load......................N/A
Item 20. Underwriters
a) Depositor or affiliate as
principal underwriter...........Distribution of the Policy
b) Continuous offering.............Distribution of the Policy
c) Underwriting commissions........N/A
d) Payments of underwriter......N/A
Item 21. Calculation of Performance Data....Calculation of Performance Data
Item 22. Annuity Payments...................N/A
Item 23. Financial Statements
a) Registrant......................Financial Statements
b) Depositor.......................Financial Statements
<PAGE>
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PROSPECTUS AMERITAS LIFE INSURANCE CORP. LOGO
FLEXIBLE PREMIUM 5900 "O" STREET, P.O. BOX 81889
VARIABLE ANNUITY LINCOLN, NE 68501
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This Prospectus describes a no sales load/no surrender charge flexible premium
variable annuity policy ("Policy") offered by Ameritas Life Insurance Corp.
("Ameritas"). The Policy provides a vehicle for investing on a tax-deferred
basis for retirement savings or other long-term purposes.
You may purchase a Policy for $2,000 or more. Minimum additional subsequent
premiums may be $250 or more; smaller amounts may be accepted by automatic bank
draft or at the discretion of Ameritas.
You may direct that premiums accumulate on a variable basis in one or more of
the thirteen Subaccounts of the Ameritas Life Insurance Corp. Separate Account
LLVA ("Separate Account") or on a fixed basis in the Fixed Account, or on a
combination variable and fixed basis. Assets of each Subaccount are invested in
a corresponding Portfolio of Vanguard Variable Insurance Fund ("Vanguard") or
Neuberger & Berman Advisers Management Trust ("Neuberger & Berman AMT")
(collectively, the "Funds"). Vanguard offers nine Portfolios: Money Market,
High-Grade Bond, High Yield Bond, Vanguard Balanced, Equity Index, Equity
Income, Vanguard Growth, Small Company Growth, and International. Neuberger &
Berman AMT offers four Portfolios: Limited Maturity Bond, AMT Growth, Partners,
and AMT Balanced.
The initial Net Premium is allocated to the Money Market Portfolio for 13 days
after the Issue Date; the accumulation value is then reallocated as you
directed. There is a free-look period in which you may return the Policy for a
refund.
The Accumulation Value will vary with the performance of the Portfolios you have
selected. You bear all investment risk. Results for the Portfolios are not
guaranteed. Values in the Fixed Account are guaranteed by Ameritas.
You may select a date on which Annuity Payments are to commence. Prior to that
date, a surrender may be made at any time, and withdrawals are allowed, although
in most instances withdrawals made prior to age 59 1/2 are subject to a 10%
federal penalty tax. The Policy offers a number of ways of withdrawing monies
after the Annuity Date, including a lump sum payment and several Annuity Income
Options.
This prospectus contains information you should know before investing; it must
be accompanied by current prospectuses for Vanguard Variable Insurance Fund and
Neuberger & Berman Advisers Management Trust. Read the prospectuses carefully
and retain them for future reference. A Statement of Additional Information,
which has the same date as this prospectus, has been filed with the Securities
and Exchange Commission; it is incorporated herein by reference and is available
free by writing Ameritas at the address above. The table of contents of the
Statement of Additional Information appears at the end of this prospectus.
These securities are not deposits with, or obligations of, or guaranteed or
endorsed by, any financial institution; and the securities are not insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other agency. These securities involve investment risk, including the possible
loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is ___________.
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NLVA 1
<PAGE>
TABLE OF CONTENTS
Page
DEFINITIONS.............................................................. 3
HIGHLIGHTS............................................................... 4
FEE TABLE................................................................ 6
CONDENSED FINANCIAL INFORMATION.......................................... 7
AMERITAS, THE SEPARATE ACCOUNT AND THE FUNDS............................. 7
Ameritas Life Insurance Corp...................................... 7
The Separate Account.............................................. 8
The Funds......................................................... 8
Investment Objectives and Policies................................ 9
THE FIXED ACCOUNT........................................................ 10
POLICY FEATURES.......................................................... 11
Control of the Policy............................................. 11
Policy Purchase and Premium Payment............................... 11
Allocation of Premium............................................. 11
Accumulation Value................................................ 12
Transfers Among the Portfolios and the Fixed Account.............. 12
Systematic Programs............................................... 13
Withdrawals and Surrenders........................................ 13
Free Look Privilege............................................... 14
CHARGES AND DEDUCTIONS................................................... 14
Administrative Charges............................................ 14
Mortality and Expense Risk Charge................................. 14
Tax Charges....................................................... 15
Fund Investment Advisory Fees and Expenses........................ 15
ANNUITY PERIOD........................................................... 15
Annuity Date...................................................... 15
Annuity Income Options............................................ 16
FEDERAL TAX MATTERS...................................................... 17
Taxation of Annuities in General.................................. 17
Nonqualified Policies............................................. 17
Qualified Policies................................................ 18
GENERAL PROVISIONS....................................................... 18
Annuitant's Beneficiary........................................... 18
Death of Annuitant................................................ 19
Death of Owner.................................................... 19
Addition, Deletion or Substitution of Investments................. 19
Deferment of Payment.............................................. 20
Owner Inquiries................................................... 20
Contestability.................................................... 20
Misstatement of Age or Sex........................................ 20
Reports and Records............................................... 20
DISTRIBUTION OF THE POLICIES............................................. 21
SAFEKEEPING OF THE ACCOUNT'S ASSETS...................................... 21
THIRD PARTY SERVICES..................................................... 21
VOTING RIGHTS ........................................................... 21
LEGAL PROCEEDINGS........................................................ 22
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION................. 22
The Policy, certain provisions, and certain Portfolios are not available in
all states.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON MAY
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON.
2 NLVA
<PAGE>
DEFINITIONS
ACCUMULATION UNIT. A unit used to measure the value of the Policy prior to the
Annuity Date. Analogous, though not identical, to a share owned in a mutual
fund account.
ACCUMULATION UNIT PRICE. The value of each Accumulation Unit which is calculated
each Valuation Period. Analogous, though not identical, to the share price (net
asset value) of a mutual fund.
ACCUMULATION VALUE. The value of all amounts accumulated under the Policy prior
to the Annuity Date.
AMERITAS. ("We, Us, Our") Ameritas Life Insurance Corp., a mutual life insurance
company domiciled in Nebraska since 1887.
ANNUITANT. The person upon whose life expectancy the Policy is written. The
Annuitant may also be the Owner of the Policy.
ANNUITANT'S BENEFICIARY. The person to whom any benefits are paid upon the
Annuitant's death.
ANNUITY DATE. The date on which Annuity Payments begin.
ANNUITY INCOME OPTION. A method of receiving Annuity Payments after the Annuity
Date.
ANNUITY PAYMENT. One of a series of payments paid to the Annuitant under an
Annuity Income Option.
EFFECTIVE DATE. The Valuation Date on which premiums are applied to purchase a
Policy.
FIXED ACCOUNT. A part of Ameritas' general account to which all or a portion of
premiums may be allocated for accumulation at fixed rates of interest.
FUNDS. Vanguard and Neuberger & Berman AMT are the Funds available for
investment as of the date of this prospectus. The Funds have one or more
Portfolios; each Portfolio corresponds to one of the Subaccounts of the Separate
Account.
ISSUE DATE. The date all financial, contractual and administrative requirements
have been met to issue the Policy. The free look period begins on this date.
NET PREMIUM. The Premium Payment less the premium tax (if imposed by the state
in which the Policy is delivered).
NONQUALIFIED POLICIES. Policies that do not qualify for special federal income
tax treatment.
OWNER. ("You") The person or entity in whose name the Policy is issued (or as
subsequently changed) who has the privileges stated in the Policy, including the
right to make allocations or change beneficiaries. If a Policy has been
absolutely assigned, the assignee is the Owner. A collateral assignee is not
the Owner.
OWNER'S DESIGNATED BENEFICIARY. The person designated by the Owner to whom
Policy ownership passes upon the Owner's death.
POLICY. The no sales load/no surrender charge variable annuity offered by
Ameritas and described in this prospectus.
POLICY DATE. The date used to determine Policy anniversary dates and Policy
Years. The Policy Date will be the same as the Issue Date unless the Issue Date
falls on the 29th, 30th or 31st of a month, in which case the Policy Date will
be set at the 28th day of that month.
NLVA 3
<PAGE>
POLICY YEAR. The period from one Policy anniversary date until the next Policy
anniversary date.
PORTFOLIO. One of the separate investment Portfolios of the Funds in which the
Separate Account invests. Each Portfolio is a Subaccount of the Separate
Account. Vanguard offers nine Portfolios: Money Market, High-Grade Bond, High
Yield Bond, Vanguard Balanced, Equity Index, Equity Income, Vanguard Growth,
Small Company Growth and International. Neuberger & Berman AMT offers four
Portfolios: Limited Maturity Bond, AMT Growth, Partners, and AMT Balanced. In
this prospectus, Portfolio will also be used to refer to the Subaccount that
invests in the corresponding Portfolio.
PREMIUM PAYMENT. An amount paid to purchase a Policy or to increase the
investment in the Policy.
QUALIFIED POLICIES. Policies owned inside certain qualified plans as defined
under the Internal Revenue Code of 1986, as amended, such as IRA's and Pension
Trusts.
SATISFACTORY PROOF OF DEATH. All of the following must be submitted: (1) A
certified copy of the death certificate; (2) A Claimant Statement; (3) The
Policy; and (4) Any other information that Ameritas may require to establish the
validity of the claim.
SEPARATE ACCOUNT. Ameritas Life Insurance Corp. Separate Account LLVA, an
account established by Ameritas to receive and invest premiums paid under the
Policy. Assets in the Separate Account are segregated from the general assets of
Ameritas.
SUBACCOUNT. A subdivision of the Separate Account which invests in shares of a
specified Portfolio of the Funds.
VALUATION DATE. Each day that the New York Stock Exchange (NYSE) is open for
trading.
VALUATION PERIOD. The period between two successive Valuation Dates, commencing
at the close of trading on the NYSE on one Valuation Date and ending at the
close of trading on the next Valuation Date.
HIGHLIGHTS
For an explanation of capitalized terms, refer to "Definitions", Page 3.
THE POLICY
The purpose of the Policy is to allow you, the Owner, to accumulate funds on a
tax-deferred basis by investing in one or more investment Portfolios managed by
Vanguard or Neuberger & Berman AMT for retirement or other purposes. The
tax-deferral feature is most attractive to investors who have exhausted other
avenues for tax-deferred investing.
PURCHASING A POLICY
You may purchase a Policy with a complete application and a minimum initial
premium of $2,000 or more. Subsequent premiums must be at least $250. Smaller
premiums may be accepted on automatic bank draft or at the discretion of
Ameritas. Page 11.
INVESTMENT CHOICES
Vanguard offers nine Portfolios: Money Market, High-Grade Bond, High Yield Bond,
Vanguard Balanced, Equity Index, Equity Income, Vanguard Growth, Small Company
Growth, and International. Neuberger & Berman AMT offers four Portfolios:
Limited Maturity Bond, AMT Balanced, AMT Growth and Partners. The assets of each
Portfolio are held separately from the other Portfolios; each has distinct
investment objectives and policies which are described in the accompanying
prospectuses for the Funds. The investment performance of the Portfolios is not
guaranteed. Page 9.
Premiums allocated to the Fixed Account are placed in the general account of
Ameritas and receive a guaranteed interest rate. Page 10.
4 NLVA
<PAGE>
ALLOCATION OF PREMIUM
Your initial premium (net of applicable state premium tax) is allocated to the
Vanguard Money Market Portfolio. At the end of the free look period, the
Accumulation Value is allocated among the Portfolios or Fixed Account according
to your instructions on the application. Allocations may be changed at any time
with no charge. Page 11.
CHARGES AND DEDUCTIONS
There are no sales loads or surrender charges. The costs in the Policy include
mortality and expense risk charges; an annual policy fee to cover the cost to
administer the Policy; and investment advisory and other fees imposed by the
Funds. State premium taxes, if any, are deducted upon receipt of premium, upon
annuitization, or upon withdrawal, according to the laws of the state of
jurisdiction. A $10 transfer fee may be charged for each transfer over the 15
free transfers allowed each Policy Year. Page 14.
TRANSFERS AMONG PORTFOLIOS
You may transfer funds among the Portfolios up to 15 times per year free of
charge. Additional transfers may be subject to a transfer charge (maximum $10
per additional transfer). Minimum transfer amount is $250, or if less, the
entire value of the Portfolio from which the transfer is made. The minimum
amount which can remain in a Portfolio as a result of a transfer is $100.
Certain restrictions apply to transfers from the Fixed Account and to transfers
of substantive amounts. Systematic programs such as Portfolio Rebalancing,
Dollar Cost Averaging, and Earnings Sweep may be offered. Page 12.
WITHDRAWALS
You may withdraw all or part of the Accumulation Value before the earlier of the
Annuity Date or the Annuitant's death. Withdrawals must be at least $250.
Systematic withdrawals may be scheduled at 12 per year. Withdrawals made prior
to age 59 1/2 may be subject to a 10% federal tax penalty. There is no
withdrawal charge. Page 13.
ANNUITY INCOME OPTIONS
Beginning on the Annuity Date, the Policy provides for lump sum payment, or for
periodic annuity payments to be paid to the Annuitant, based on the Accumulation
Value on that date. You may select from a number of Annuity Income Options. You
also have some flexibility in choosing an Annuity Date. Page 16.
DEATH BENEFIT
If the Annuitant dies before the Annuity Date, the death benefit becomes payable
to the Annuitant's Beneficiary upon proof of death. Ameritas guarantees that the
death benefit payable upon death of the Annuitant prior to the Annuity Date will
be the greater of the Accumulation Value or the premium payments made. The death
benefit may be paid in a lump sum or under an Annuity Income Option. Page 19.
If the Owner dies prior to the Annuity Date, the Owner's entire interest in the
Policy must generally be distributed within five years after the date of death.
Under special rules, if the Owner's interest is payable to the surviving spouse
of the Owner, the Polcy may be continued with the surviving spouse treated as
the Owner. Page 19.
FREE LOOK PERIOD
You may cancel the Policy within 10 days after you receive it (except in some
states which may require a longer period). To cancel, you must return the
Policy. When the Policy is received by Ameritas, you will be reimbursed all
premiums paid or the Accumulation Value, whichever is more. Page 14.
NLVA 5
<PAGE>
FEE TABLE
The following illustrates the expenses you will bear as Owner, excluding
possible state premium taxes. For a complete discussion of expenses, see
"Charges and Deductions" and the Funds' prospectuses.
OWNER TRANSACTION EXPENSES
Sales Load Imposed .......................................... None
Surrender Charge ............................................ None
Withdrawal Charge ........................................... None
Transfer Fee (after 15 free transfers per Policy year)....... $10
ANNUAL POLICY FEE (maximum of $40, currently $25)................. $25
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Fees (M&E)............. 0.75% current
0.95% guaranteed
FUND MANAGEMENT FEES
Fee information relating to the underlying Funds was provided to Ameritas by the
underlying Funds. Ameritas has not independently verified the information
received from the underlying Funds.
VANGUARD ANNUAL EXPENSES*
INVESTMENT ADVISORY
PORTFOLIO & MANAGEMENT OTHER EXPENSE TOTAL
Money Market .17% .06% .23%
High-Grade Bond .21% .08% .29%
Vanguard Balanced .32% .04% .36%
Equity Index .24% .04% .28%
Equity Income .32% .07% .39%
Vanguard Growth .41% .06% .47%
International .43% .11% .54%
*Expenses for 9/30/95 fiscal year end. The High Yield Bond and Small Company
Growth Portfolios were not in operation as of the date of this prospectus and,
therefore, do not have historical expense data. Vanguard developed annual
operating expense estimates for these two Portfolios for their first full year,
as follows:
High Yield Bond .28% .04% .32%
Small Company Growth .37% .04% .41%
NEUBERGER & BERMAN AMT ANNUAL EXPENSES**
INVESTMENT ADVISORY
PORTFOLIO & ADMINISTRATION FEES OTHER EXPENSES TOTAL
Limited Maturity .65% .10% .75%
AMT Growth .84% .10% .94%
Partners .85% .30% 1.15%
AMT Balanced .85% .19% 1.04%
** 12/31/95 fiscal year end. Some expenses have been adjusted to reflect certain
increases in operating expenses expected in 1996.
6 NLVA
<PAGE>
The adviser for Neuberger & Berman AMT has agreed to reimburse each Portfolio of
Neuberger & Berman AMT for its operating expenses excluding the compensation
paid to such adviser, taxes, interest, extraordinary expenses, brokerage
commissions, and transaction costs to the extent that such expenes exceed 1% of
a Portfolio's average daily net asset value. This undertaking is subject to
termination on 60 days' prior written notice to the Portfolio. In the absence of
reimbursement, the Portfolio's expenses may increase.
EXAMPLE: The following example illustrates expenses you would incur at the end
of a one or three-year period on a hypothetical $1,000 allocation to each
Portfolio assuming a 5% annual return. The example reflects expenses of the
Separate Account and the Portfolio, but does not reflect premium taxes which may
apply. The information presented applies whether or not the Policy is (1)
surrendered; (2) annuitized; or (3) not surrendered or annuitized.
1 Year 3 Years
VANGUARD
Money Market........................... $11 $33
High-Grade Bond........................ $11 $35
High Yield Bond........................ $12 $36
Vanguard Balanced...................... $12 $37
Equity Index .......................... $11 $35
Equity Income.......................... $12 $38
Vanguard Growth........................ $13 $40
Small Company Growth................... $12 $39
International.......................... $14 $43
NEUBERGER & BERMAN AMT
Limited Maturity....................... $16 $48
AMT Growth............................. $17 $54
Partners............................... $21 $66
AMT Balanced........................... $18 $56
THE EXAMPLES ASSUME AN AVERAGE $30,000 ANNUITY INVESTMENT. THESE EXAMPLES SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, PERFORMANCE ON
RETURN. ACTUAL EXPENSES AND/OR RETURNS MAY BE GREATER OR LESS THAN THOSE SHOWN.
CONDENSED FINANCIAL INFORMATION
The financial statement for Ameritas (as well as auditors' report thereon) is in
the Statement of Additional Information.
No condensed financial information or financial statements are included for the
Separate Account because the Separate Account had not yet commenced operations,
had no assets or liabilities, and had received no income nor incurred any
expenses as of the date of this prospectus.
AMERITAS, THE SEPARATE ACCOUNT AND THE FUNDS
AMERITAS LIFE INSURANCE CORP.
Ameritas Life Insurance Corp. ("Ameritas") is a mutual life insurance company
domiciled in Nebraska since 1887. Ameritas and its subsidiaries are currently
licensed to sell life insurance and annuities in 50 states and the District of
Columbia. The Home Office of Ameritas is at 5900 "O" Street, P.O. Box 81889,
Lincoln, Nebraska 68501.
NLVA 7
<PAGE>
Ameritas and subsidiaries had total assets at December 31, 1995 of over $2.4
billion. Ameritas enjoys a long standing A+ ("Superior") rating from A.M. Best,
an independent firm that analyzes insurance carriers. Ameritas also has been
rated A ("Excellent") by Weiss Research, Inc., and an AA ("Excellent") rating
from Standard & Poor's for claims-paying ability.
THE SEPARATE ACCOUNT
Ameritas Life Insurance Corp. Separate Account LLVA ("Separate Account") was
established under Nebraska law on October 26, 1995 to receive and invest
premiums paid under the Policy. Assets of the Separate Account are held
separately from all other assets of Ameritas and are not chargeable with
liabilities from any other business Ameritas may conduct. Income, gains, or
losses of the Separate Account are credited without regard to other income,
gains, or losses of Ameritas.
The Separate Account purchases and redeems shares from the Funds at net asset
value. Shares are redeemed for Ameritas to pay withdrawals and surrenders,
collect charges, and transfer assets from one Portfolio to another, or to the
Fixed Account, as requested by the Owner. Any dividend or capital gain
distribution received from a Portfolio is immediately invested at net asset
value in shares of that Portfolio and held as assets of the corresponding
Subaccount.
All obligations arising under the Policies are liabilities of Ameritas. Ameritas
will always keep assets in the Separate Account of a total market value at least
equal to the reserve and other contract liabilities of the Separate Account. To
the extent that assets in the Separate Account exceed Ameritas' liabilities in
the Separate Account, Ameritas may withdraw excess assets to cover general
account obligations.
The Separate Account is a unit investment trust registered with the Securities
and Exchange Commission ("SEC") under the Investment Company Act of 1940 ("1940
Act"). Such registration does not signify that the SEC supervises the
management, investment practices or policies of the Separate Account.
THE FUNDS
There are currently two Funds: Vanguard and Neuberger & Berman AMT. Each Fund is
registered with the SEC under the 1940 Act as an open-ended diversified
management investment company. There are currently thirteen Subaccounts within
the Account, each investing only in a corresponding Portfolio of the Funds. Nine
Portfolios of Vanguard and four Portfolios of Neuberger & Berman AMT are offered
for investment in the Policy.
The assets of each Portfolio of the Funds are held separate from the assets of
the other Portfolios. Thus, each Portfolio operates as a separate investment,
and the income or losses of one Portfolio generally do not affect the investment
of any other Portfolio.
The investment objectives and policies of each Portfolio are summarized below.
There is no assurance that any Portfolio will achieve stated objectives. More
detailed information, including a description of investment risks, investment
advisory services, total expenses and charges is in the prospectuses of the
Funds, which accompany this Prospectus. These prospectuses should be read in
conjunction with this Prospectus and retained. All underlying Fund information,
including Fund prospectuses, has been provided to Ameritas by the Funds.
Ameritas has not independently verified this information.
You should periodically reconsider your allocation among the Portfolios in light
of current market conditions and the investment risks attendant to investing in
the Portfolios.
Vanguard and Neuberger & Berman AMT may be made available for variable annuity
or variable life insurance contracts of various insurance companies. Though
unlikely, there is a possibility that a material conflict could arise between
the interests of the Separate Account and one or more
8 NLVA
<PAGE>
of the separate accounts of another participating insurance company. In the
event of a material conflict, the affected insurance companies agree to take any
necessary steps, including removing separate accounts from the Funds, to resolve
the matter. See the prospectuses of the Funds for more information.
Investment Objectives and Policies of the Funds' Portfolios
There is no assurance that a Portfolio will achieve its stated objective.
Vanguard
Vanguard Variable Insurance Fund is an open-end diversified investment company
intended exclusively as an investment vehicle for variable annuity or variable
life insurance contracts offered by insurance companies.
The Fund is a member of The Vanguard Group of Investment Companies. Through
their jointly owned subsidiary, The Vanguard Group, Inc. ("Vanguard"), the Fund
and the other Funds in the Group obtain at cost virtually all of their corporate
management, administrative, shareholder accounting and distribution services.
The Fund offers nine Portfolios - Money Market, High-Grade Bond, High Yield
Bond, Vanguard Balanced, Equity Index, Equity Income, Vanguard Growth, Small
Company Growth, and International - each with distinct investment objectives and
policies.
THE MONEY MARKET PORTFOLIO seeks to provide a current income and a stable net
asset value of $1.00 per share. The Portfolio invests primarily in high-quality
money market instruments issued by financial institutions, nonfinancial
corporations, and the U.S. Government, state and municipal governments and their
agencies or instrumentalities, as well as repurchase agreements collateralized
by such securities.
THE HIGH-GRADE BOND PORTFOLIO seeks to parallel the investment results (income
plus capital change) of publicly-traded investment grade fixed-income securities
in the aggregate by attempting to duplicate the investment performance of a
broad investment grade bond index. The Portfolio invests primarily in a
diversified Portfolio of U.S. Government, corporate and foreign
dollar-denominated bonds and mortgage-backed securities.
THE HIGH YIELD BOND PORTFOLIO seeks to provide a high level of current income by
investing in a diversified Portfolio of lower quality, high-yielding corporate
debt securities (commonly referred to as "junk bonds").
THE VANGUARD BALANCED PORTFOLIO seeks to provide capital growth and a reasonable
level of current income by investing in a diversified Portfolio of common stocks
and bonds.
THE EQUITY INDEX PORTFOLIO seeks to parallel the investment results of the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"). The Portfolio
invests primarily in common stocks included in the S&P 500.
THE EQUITY INCOME PORTFOLIO seeks to provide a high level of current income by
investing principally in dividend-paying equity securities.
THE VANGUARD GROWTH PORTFOLIO seeks to provide long-term capital appreciation by
investing primarily in equity securities of seasoned U.S. companies with
above-average prospects for growth.
THE SMALL COMPANY GROWTH PORTFOLIO seeks to provide long term growth in capital
by investing primarily in equity securities of small companies deemed to have
favorable prospects for growth.
THE INTERNATIONAL PORTFOLIO seeks to provide long-term capital appreciation by
investing primarily in equity securities of seasoned companies located outside
the United States.
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Vanguard's Fixed Income Group provides advisory services to the Money Market and
High-Grade Bond Portfolios. Vanguard's Core Management Group provides advisory
services to the Equity Index Portfolio. Wellington Management Company provides
advisory services to the Balanced and High Yield Bond Portfolios. Newell
Associates and Lincoln Capital Management serve as independent investment
advisors to the Equity Income and Growth Portfolios, respectively. The
International Portfolio employs Schroder Capital Management International, Inc.
as the advisor. Granahan Investment Management, Inc. provides advisory services
to the Small Company Growth Portfolio. Vanguard charges a fee to each Portfolio
for providing management, distribution and marketing services.
NEUBERGER & BERMAN ADVISORS MANAGEMENT TRUST
Neuberger & Berman AMT offers four Portfolios - Limited Maturity Bond, AMT
Growth, Partners and AMT Balanced.
THE LIMITED MATURITY BOND PORTFOLIO seeks the highest current income consistent
with low risk to principal and liquidity, and secondarily total return. The
Portfolio seeks to increase income and preserve or enhance total return by
actively managing average Portfolio duration in light of market conditions and
trends. The Portfolio invests in short to intermediate term debt security,
primarily investment grade.
THE AMT GROWTH PORTFOLIO seeks to provide capital appreciation without regard to
income. The Portfolio invests in common stocks believed to have the maximum
potential for long-term capital appreciation.
THE PARTNERS PORTFOLIO seeks to provide capital growth through an investment
approach that is designed to increase capital with reasonable risk. The
Portfolio invests in common stocks of established companies that are considered
to be undervalued in the marketplace.
THE AMT BALANCED PORTFOLIO seeks to provide long-term capital growth and
reasonable current income without undue risk to principal. Investments will
normally be managed so that approximately 60% of the Portfolio's total assets
will be invested in common stocks and the remaining assets will be invested in
short-to-intermediate term debt securities, primarily investment grade.
Neuberger & Berman AMT Management Incorporated is paid a fee to provide
investment management and administrative services to the Neuberger & Berman AMT
Portfolios.
THE FIXED ACCOUNT
You may allocate all or a portion of your Premium Payments and make transfers to
the Fixed Account. Amounts in the Fixed Account earn a fixed rate of interest
guaranteed by Ameritas never to be less than 3.0%.
Amounts allocated to the Fixed Account receive an interest rate declared
effective for the month of issue. The declared interest rate is guaranteed for
the remainder of the Policy Year. During subsequent Policy Years, all amounts in
the Fixed Account will earn the interest rate that was declared in the month of
the last Policy anniversary. Declared interest rates may be lower or higher than
the previous period.
Amounts allocated to the Fixed Account or transferred from the Separate Account
to the Fixed Account are placed in the General Account of Ameritas, which
supports insurance and annuity obligations. The General Account includes all of
Ameritas' assets, except those assets segregated in the separate accounts.
Ameritas has the sole discretion to invest the assets of the General Account,
subject to applicable law.
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Because of exemptive and exclusionary provisions, interests in the General
Account have not been registered under the Securities Act of 1933 nor is the
General Account registered as an investment company under the Investment Company
Act of 1940. Accordingly neither the General Account nor any interest therein is
generally subject to the provisions of the 1933 or 1940 Act. We understand that
the SEC has not reviewed the disclosures in this Prospectus relating to the
Fixed Account portion of the Contract; however, disclosures regarding the Fixed
Account portion of the Contract may be subject to generally applicable
provisions of the Federal Securities Laws regarding the accuracy and
completeness of statements made.
POLICY FEATURES
The Policy is a variable annuity contract issued by Ameritas. The rights and
benefits of the Policy are described below and in the Policy. The Policy
controls the rights and benefits you have. Ameritas reserves the right to make
any modification to conform the Policy to, or to give you the benefit of, any
changes in the law.
CONTROL OF THE POLICY
The Owner is the person or entity named as such in the application or in
subsequent written changes shown in Ameritas records. While living, the Owner
has the sole right to receive all benefits and exercise all rights granted by
the Policy or Ameritas. The Owner may name both primary and contingent
beneficiaries. Subject to the rights of any irrevocable beneficiary and any
assignee of record, all rights, options, and privileges belong to the Owner, if
living; otherwise to any successor-owner or Owners, if living; otherwise to the
estate of the last Owner to die.
POLICY PURCHASE AND PREMIUM PAYMENT
Individuals wishing to purchase a Policy should send a complete application and
an initial premium to Ameritas' Home Office (5900 "O" Street, P.O. Box 81889,
Lincoln, NE 68501). Your initial premium must be equal to or greater than the
minimum $2,000 requirement. The named Annuitant must be 85 years of age or less.
Acceptance is subject to Ameritas' underwriting rules and complete application.
Ameritas reserves the right to reject any application.
If the application and initial Premium Payment can be accepted in the form
received, the initial premium will be applied to purchase the Policy within two
business days from the date the premium was received. The date the initial
premium is applied to purchase the Policy is the Effective Date.
If an incomplete application is received, we will request the necessary
information to complete the application. Once the application is complete and we
have received the initial premium, the premium will be applied within two
business days. If after five business days from receipt of the initial premium,
the application remains incomplete, we will return the initial premium unless we
obtain your permission to retain the premium pending completion of the
application.
Additional Premium Payments may be made at any time prior to the Annuity Date,
as long as the Annuitant is living. Additional payments must be made for at
least $250, however, smaller amounts may be accepted if made by automatic bank
draft or at Ameritas' discretion. Any additional premium is credited to the
Accumulation Value as of the date of receipt or the next Valuation Date if
received on a day when the NYSE is not open for trading.
Total premiums may not exceed $1,000,000 for either a single Policy or for
multiple Ameritas annuity Policies having the same Annuitant without prior
approval from Ameritas.
ALLOCATION OF PREMIUM
You may allocate premium to one or more of the Portfolios and to the Fixed
Account. Allocated portions must be a whole number percentage. The minimum
percentage that may be allocated to any one Subaccount, or to the Fixed Account
is 10% or more. The allocations must total 100%.
NLVA 11
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On the Effective Date, the initial premium, less any applicable premium taxes,
is allocated to the Money Market Portfolio. Thirteen days after the Issue Date,
the Accumulation Value of the Policy will be allocated among the Portfolios, or
to the Fixed Account as selected by the Owner in the application.
The Owner bears the entire investment risk for the portion of the Accumulation
Value allocated to the Portfolios. You should periodically review your
allocation in light of market conditions and your financial objectives.
ACCUMULATION VALUE
On the Effective Date, the Accumulation Value of the Policy is equal to the
initial premium received, less any applicable premium taxes. Thereafter, the
Accumulation Value is determined on each Valuation Date by multiplying the
number of Accumulation Units of each Subaccount by the current Accumulation Unit
Price for that Subaccount and by adding each together with the amount in the
Fixed Account. The number of Accumulation Units credited to the Policy is
decreased by any annual policy fee, any withdrawals, and, upon annuitization,
any applicable premium taxes.
When a portion of the Accumulation Value is allocated to a Portfolio, 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 Price for that Portfolio as of the end of the
Valuation Period in which the allocation is made.
The Accumulation Units of each Portfolio are valued separately. The Accumulation
Unit Price may vary each Valuation Period according to the net investment
performance of the Portfolio, the daily charges under the Policy, and, any
applicable tax charges.
Therefore, the Accumulation Value of your Policy will vary from Valuation Period
to Valuation Period, reflecting the investment experience of the selected
Portfolios of the Funds, the interest earned in the Fixed Account, additional
Premium Payments, withdrawals and the deduction of any charges.
TRANSFERS AMONG PORTFOLIOS AND THE FIXED ACCOUNT
You may make transfers among the Portfolios and/or the Fixed Account 15 times
each Policy Year without charge. A transfer charge of $10 may be imposed for
each additional transfer and will be added to the requested transfer amount.
Each transfer must be at least $250, or the balance of the Portfolio, if less.
You may make unlimited transfers from the Portfolios to the Fixed Account. You
may also transfer from the Fixed Account amounts up to the greater of: 25% of
the Accumulation Value of the Fixed Account; the amount of any transfer from the
Fixed Account during the prior thirteen months; or $1,000 to the various
Portfolios during the 30 day period following the Policy anniversary date. The
minimum amount that may remain in a Portfolio or the Fixed Account after a
transfer is $100.
You may initiate transactions by telephone. Ameritas will employ reasonable
procedures to confirm that telephone instructions are genuine. Ameritas
procedures for transactions initiated by telephone include, but are not limited
to, requiring the Owner to provide the policy number at the time of giving
transfer instructions; tape recording of all telephone transfer instructions;
and the provision, by Ameritas, of written confirmation of the telephone
transactions. Ameritas will effect transfers and determine all values in
connection with transfers at the end of the Valuation Period during which the
transfer request is received at the Home Office.
You may make two substantive transfers from each Portfolio (at least 30 days
apart) during any calendar year. A substantive transfer is a transfer from a
Portfolio for the lesser of: i) 51% of
12 NLVA
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the Accumulation Value within the Portfolio or ii) $100,000. This restriction
does not limit non- substantive transfers and does not apply to transfers from
the Money Market Portfolio.
Transfers may be subject to additional limitations by the Funds.
SYSTEMATIC PROGRAMS
Ameritas may offer systematic programs as discussed below. Transfers of
Accumulation Value made within programs will not be counted in determining
whether the transfer fee applies. All other normal transfer restrictions, as
described above, may apply.
PORTFOLIO REBALANCING. Portfolio rebalancing is a method to maintain your
original allocation proportions among Portfolios. Under this program, the Owner
can instruct Ameritas to reallocate Accumulation Value among the Portfolios and
the Fixed Account, on a systematic basis, in accordance with allocation
instructions specified by the Owner.
DOLLAR COST AVERAGING. Under the Dollar Cost Averaging program, the Owner can
instruct Ameritas to automatically transfer, on a systematic basis, a
predetermined amount or percentage specified by the Owner from any one Portfolio
to any of the other Portfolios.
EARNINGS SWEEP. Permits systematic redistribution of earnings among Portfolios.
The Owner can request participation in the available systematic programs when
purchasing the Policy or at a later date. The Owner can change the allocation
percentage or discontinue any program by sending written notice or calling the
Home Office. Other scheduled programs may be made available. Ameritas reserves
the right to modify, suspend or terminate such programs at any time. There is no
charge for participation in these programs at this time.
WITHDRAWALS AND SURRENDERS
Any time prior to the Annuity Date and while the Annuitant is still living, you
may make withdrawals or surrender the Policy to receive part or all of the
Accumulation Value. No withdrawal or surrender may be made after the Annuity
Date except as permitted under a particular Annuity Income Option.
The amount available for withdrawal is the Accumulation Value at the end of the
Valuation Period during which the written request for withdrawal is received,
less any applicable premium taxes and in the case of a surrender, also less the
annual policy fee that would be due on the last Valuation Date of the Policy
Year.
In the absence of specific direction from the Owner, amounts will be withdrawn
from the Subaccounts and the Fixed Account on a pro rata basis. The minimum
withdrawal amount is $250. Any withdrawal request that would reduce the
Accumulation Value to less than $1,000 will be considered a request for policy
surrender.
Since the Owner assumes the investment risk with respect to amounts allocated to
the Separate Account, the total amount paid upon withdrawal under the Policy
(taking into account any prior withdrawals) may be more or less than the total
Premium Payments made. The 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. (See "Annuity Income Options".)
Your proceeds will be paid within seven days of receipt of written request for
withdrawal or surrender, subject to postponement in certain circumstances. (See
"Deferment of Payment".) Payments under the Policy of any amounts derived from a
premium paid by check may be delayed until the check has cleared the payor's
bank.
If, at the time the Owner makes a withdrawal request, he or she has not provided
Ameritas with a written election not to have federal income taxes withheld,
Ameritas must by law withhold such
NLVA 13
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taxes from the taxable portion of the withdrawal and remit that amount to the
federal government. Moreover, the Internal Revenue Code provides that a 10%
penalty tax may be imposed on certain early withdrawals. (See "Federal Tax
Matters.")
SYSTEMATIC WITHDRAWALS. A systematic withdrawal option is available. Automatic
withdrawals may be taken on a monthly, quarterly, semi-annual or annual mode.
FREE LOOK PRIVILEGE
A free look period is given to examine a Policy and return it for a refund. The
Owner may cancel the Policy within 10 days after receipt of the Policy, unless
state law requires a longer period of time. The refund is equal to the greater
of the premiums paid or the premiums adjusted by investment gains or losses. To
cancel the Policy, the Owner should return it to Ameritas at the Home Office. A
refund, if the premium was paid by check, may be delayed until the check has
cleared the Owner's bank.
CHARGES AND DEDUCTIONS
There is no sales load, no withdrawal charge, and no surrender charge.
Charges will be deducted periodically from the Accumulation Value of the Policy
to compensate Ameritas for, among other things: (1) issuing and administering
the Policy; and (2) assuming certain risks in connection with the Policy. The
nature and amount of these charges are described more fully below.
No deductions are made from the Premium Payments before they are allocated to
the Account or Fixed Account, unless taxes are imposed by state law upon the
receipt of a Premium Payment. In that case Ameritas will deduct the premium tax
due when the premiums are received.
ADMINISTRATIVE CHARGES
ANNUAL POLICY FEE. An annual policy fee of up to $40.00 (currently $25.00) is
deducted from the Accumulation Value on the last Valuation Date of each Policy
Year or upon a surrender. This charge reimburses Ameritas for the administrative
costs of maintaining the Policy on Ameritas' system and the cost of reporting to
Owners.
Ameritas does not expect to make a profit on the charges for the annual policy
fee.
TRANSFER CHARGE. Transfer charges may be levied. (See "Transfers Among
Portfolios and the Fixed Account.")
MORTALITY AND EXPENSE RISK CHARGE
Ameritas imposes a charge as compensation for bearing certain mortality and
expense (M&E) risks under the Policies. The charge is assessed daily and is
equal to an annual rate of .75% of the value of the average daily net assets of
the Account. Ameritas guarantees that this charge will never exceed .95%. If
this charge is insufficient to cover assumed risks, the loss will fall on
Ameritas. Conversely, if the charge proves more than sufficient, any excess will
be added to Ameritas' surplus. No M&E charge is imposed on the Fixed Account.
The mortality risk borne by Ameritas, assuming the selection of one of the forms
of life annuities, is to make monthly Annuity Payments (determined in accordance
with the annuity tables and other provisions contained in the Policies)
regardless of how long all annuitants may live. This undertaking assures that
neither an Annuitant's own longevity, nor an improvement in life expectancy
greater than expected, will have any adverse affect on the monthly annuity
payments the Annuitant will receive. It therefore relieves the Annuitant from
the risk of outliving the funds accumulated for retirement.
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In addition, Ameritas bears a mortality risk under the Policies, regardless of
the Annuity Income Option selected, in that it guarantees the purchase rates for
the Annuity Income Options available under the Policy and it guarantees that the
death benefit payable upon death of the Annuitant prior to the Annuity Date will
be the greater of the Accumulation Value or the Premium Payments made.
The expense risk undertaken by Ameritas, with respect to the Account, is that
the deductions for administrative costs under the Policies may be insufficient
to cover the actual future costs incurred by Ameritas for providing
administration services.
If the annual policy fee is insufficient to cover the administration expenses,
the deficiency will be met from Ameritas' General Account funds, including the
amount derived from the charge levied for mortality and expense risks.
TAX CHARGES
The Owner will pay premium taxes that currently range from 0% to 3.5% of the
premium paid, where such taxes are imposed by the state law of the Owner's
residence. States impose premium taxes either upon receipt, by the company, of a
premium payment, or upon annuitization or withdrawals. Ameritas will charge and
deduct premium taxes as required by state law and in accordance with any
applicable company election. Applicable premium tax rates are subject to change.
The Owner will be notified of any applicable premium taxes. You are responsible
for informing Ameritas in writing of changes of residence.
Under present laws, Ameritas will incur state or local taxes (in addition to the
premium taxes described above) in several states. At present, these taxes are
not significant; thus, Ameritas does not currently make a charge for these other
taxes. If they increase, however, Ameritas may charge for such taxes. Such
charges would be deducted from the Accumulation Value.
Ameritas does not expect to incur any federal income tax liability attributable
to investment income or capital gains retained as part of the reserves under the
Policies. Based upon these expectations, no charge is being made currently to
the Account for corporate federal income taxes which may be attributable to the
Account. Ameritas will periodically review the question of a charge to the
Account for corporate federal income taxes related to the Account. Such a charge
may be made in future years for any federal income taxes incurred by Ameritas.
This might become necessary if the tax treatment of Ameritas is ultimately
determined to be other than what we currently believe it to be, if there are
changes made in the federal income tax treatment of annuities at the corporate
level, or if there is a change in Ameritas' tax status. In the event that
Ameritas should incur federal income taxes attributable to investment income or
capital gains retained as part of the reserves under the Policy, the
Accumulation Unit Price would be correspondingly adjusted. See "Federal Tax
Matters".
FUND INVESTMENT ADVISORY FEES AND EXPENSES
The value of the assets on the Separate Account will reflect investment advisory
fees and other expenses incurred by the Funds. Fund expenses are found in the
Funds' prospectuses, the Statement of Additional Information, and the Fee Table
of this prospectus.
ANNUITY PERIOD
ANNUITY DATE
The Annuity Date is the date that Annuity Payments are scheduled to begin,
unless the Policy has been surrendered or the Annuitant is deceased and an
amount has been paid as proceeds prior to that date. The Annuity Date will be
the later of the fifth Policy anniversary date or the Policy anniversary which
is nearest the Annuitant's 85th birthday.
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However, the Owner may specify an Annuity Date at the time of purchase which may
be extended up to the Policy anniversary nearest the Annuitant's 95th birthday.
The 29th, 30th, or 31st day of any month may not be selected as the Annuity
Date.
An Annuity Date may only be changed by written request during the Annuitant's
lifetime. Written request to change to Annuity Date must be received at the
Ameritas Home Office at least 30 days before the currently scheduled Annuity
Date. The Annuity Date and Annuity Income Options available for Qualified
contracts may also be controlled by endorsements, the plan, or applicable law. .
ANNUITY INCOME OPTIONS
If the Annuitant is living on the Annuity Date and the Policy is in force,
Annuity Payments will be made to the Annuitant according to the terms of the
Policy and the Annuity Income Option selected.
The amounts of any Annuity Payments payable will be based on the Accumulation
Value as of the Annuity Date less any premium taxes, if applicable. Thereafter,
the monthly Annuity Payment will not change, except in the event the Interest
Payment Option is elected, in which case the payment will vary based on the rate
of interest determined by Ameritas. All or part of the Accumulation Value may be
placed under one or more Annuity Income Options. If annuity payments are to be
paid under more than one option, Ameritas must be told what part of the
Accumulation Value is to be paid under each option.
The Annuity Income Options are shown below. Election of an Annuity Income Option
must be made by written request to Ameritas at least thirty (30) days in advance
of the Annuity Date. If no election is made, payments will be made as a Life
Annuity as shown below. Subject to Ameritas' approval, the Owner (or after the
Annuitant's death, the Annuitant's Beneficiary) may select any other Annuity
Income Option Ameritas then offers. Annuity Income Options are not available to:
(1) an assignee; or (2) any other than a natural person except with Ameritas'
consent.
If an Annuity Income Option selected does not generate monthly payments of at
least $100, Ameritas reserves the right to pay the Accumulation Value as a lump
sum payment or to change the frequency. If an Annuity Income Option is chosen
which depends on the continuation of life of the Annuitant, proof of birth date
may be required before Annuity Payments begin. For Annuity Income Options
involving life income, the actual age of the Annuitant or joint Annuitant will
affect the amount of each payment. Since payments to older Annuitants are
expected to be fewer in number, the amount of each Annuity Payment may be
greater. For Annuity Income Options that do not involve life income, the length
of the payment period may affect the amount of each payment: the shorter the
period, the greater the amount of each Annuity Payment.
The following Annuity Income Options are currently available:
INTEREST PAYMENT. Ameritas will hold any amount applied under this option and
pay or credit interest on the unpaid balance each month at a rate determined by
Ameritas.
DESIGNATED AMOUNT ANNUITY. Monthly annuity payments will be for a fixed amount.
Payments continue until the amount Ameritas holds runs out.
DESIGNATED PERIOD ANNUITY. Monthly annuity payments are paid for a period
certain, as the Owner elects, up to 20 years.
LIFE ANNUITY. Monthly annuity payments are paid for the life of an Annuitant,
ceasing with the last Annuity Payment due prior to his or her death. Variations
provide for guaranteed payments for a period of time.
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JOINT AND LAST SURVIVOR ANNUITY. Monthly annuity payments are paid based on the
lives of the two annuitants and thereafter for the life of the survivor, ceasing
with the last Annuity Payment due prior to the survivor's death.
The rate of interest payable under the Interest Payment, Designated Amount
Annuity or Designated Period Annuity Options will be guaranteed to be no less
than 3% compounded yearly. Payments under the Life Annuity and Joint and Last
Survivor Annuity Options will be based on the 1983 Table "a" Individual Annuity
Table at 3 1/2% interest. Ameritas may, at any time of election of an Annuity
Income Option, offer more favorable rates in lieu of the guaranteed rates
specified in the Annuity Tables. These rates may be based on Annuity Tables
which distinguish between males and females.
Under current administrative practice, Ameritas allows the beneficiary to
transfer amounts applied under the Interest Payment, Designated Amount Annuity,
and Designated Period Annuity Options to either the Life Annuity or Joint and
Last Survivor Annuity Option after the Annuity Date. However, there is no
guarantee that Ameritas will continue this practice which can be changed
at any time at Ameritas' discretion.
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. You should consult a competent tax adviser before purchasing a
policy. This discussion is based upon Ameritas' 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 "Tax Charges".)
TAXATION OF ANNUITIES IN GENERAL
NONQUALIFIED PLANS. 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 afforded 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. Generally, in the case of a withdrawal under
a Nonqualified Policy, amounts received 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.
Although the tax consequences may vary depending on the Annuity Income Option
elected under the Policy, in general, only the portion of the Annuity Payment
that represents the amount by which the Accumulation Value exceeds the
"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
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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.
In the case of a distribution from a Nonqualified Policy, there may be imposed a
federal penalty tax equal to 10% of the amount treated as taxable income. 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 as a result of death
or disability of the Owner, or (3) received in substantially equal payments as a
life annuity subject to Internal Revenue Service requirements, including special
"recapture" rules.
QUALIFIED POLICIES. 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, and may be zero. In general, for allowed
withdrawals, 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 is
generally determined under the same rules applicable to Nonqualified Policies.
However, special favorable tax treatment may be available for certain
distributions (including lump sum distributions). Adverse tax consequences may
result from distributions prior to age 59 1/2 (subject to certain exceptions),
distributions that do not conform to specified commencement and minimum
distribution rules, aggregate distributions in excess of a specified annual
amount, and in other certain circumstances.
Distributions from qualified plans are subject to specific tax withholding
rules. Eligible rollover distributions from a qualified plan are subject to
income tax withholding at a rate of 20% unless the Policyowner elects to have
the distribution paid directly by Ameritas to an eligible retirement plan 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.
GENERAL PROVISIONS
ANNUITANT'S BENEFICIARY
The Annuitant's Beneficiary(ies) receives the death benefit proceeds upon death
of the Annuitant. The Owner may name both primary and contingent Annuitant's
Beneficiaries. The Annuitant's Beneficiary(ies) is named in the application or
as subsequently changed and recorded in Ameritas' records.
Multiple beneficiaries may be named; however, unless otherwise indicated,
payments are made equally to those primary beneficiaries who are alive upon the
death of the Annuitant. Contingent beneficiaries are only eligible if no primary
beneficiary is alive at the time proceeds are payable. If none survive, the
final beneficiary will be the Owner or the Owner's estate.
The Owner may change the Annuitant's Beneficiary by written request on a Change
of Beneficiary form at any time during the Annuitant's lifetime. Ameritas, at
its option, may require that the Policy be returned to the Home Office for
endorsement of any change, or that other forms be completed. The change will
take effect as of the date the change is recorded at the Home Office. Ameritas
will not be liable for any payment made or action taken before the change is
recorded.
No limit is placed on the number of changes that may be made.
18 NLVA
<PAGE>
DEATH OF ANNUITANT
If the Annuitant dies prior to the Annuity Date, an amount will be paid as
proceeds to the Annuitant's Beneficiary. The death benefit is payable upon
receipt of Satisfactory Proof of Death of the Annuitant as well as proof that
the Annuitant died prior to the Annuity Date. Ameritas guarantees the Death
Benefit will equal the greater of the Accumulation Value or total premiums paid
less withdrawals, on the date Satisfactory Proof of Death is received by
Ameritas at its Home Office. The death benefit is payable as a lump sum or under
one of the Annuity Income Options.
The Owner may elect an Annuity Income Option for the Annuitant's Beneficiary, or
if no such election was made by the Owner and a cash benefit has not been paid,
the Annuitant's Beneficiary may make this election after the Annuitant's Death.
Since Satisfactory Proof of Death includes a "Claimant's Statement", which
specifies how the beneficiary wishes to receive the benefit (unless the Owner
previously selected an option), the amount of the death benefit will continue to
reflect the investment performance of the Separate Account until that
information is supplied to Ameritas. Upon receipt of this proof, the death
benefit will be paid to the Annuitant's Beneficiary within seven days, or as
soon thereafter as Ameritas has sufficient information about the Annuitant's
Beneficiary to make the payment. In order to take advantage of the favorable tax
treatment accorded to receiving the death benefit as an annuity, the Annuitant's
Beneficiary must elect to receive the benefits under an Annuity Option within 60
days "after the day on which such lump sum became payable," as defined in the
Internal Revenue Code.
DEATH OF OWNER
If the death occurs on or after the Annuity Date, annuity benefits continue to
be paid to the Annuitant under the Annuity Income Option in effect on the
Owner's date of death.
If the Owner dies before the Annuity Date and before the entire interest in the
Policy is distributed, the Accumulation Value of the Policy must be distributed
to the Owner's Designated Beneficiary so that the Policy qualifies as an annuity
under the Internal Revenue Code. The entire interest must be distributed within
five years of the Owner's death. However, a distribution period exceeding five
years will be allowed if the Owner's Designated Beneficiary purchases an
immediate annuity under which payments will begin within one year of the Owner's
death and will be paid out over the lifetime of the Owner's Designated
Beneficiary or over a period not extending beyond his or her life expectancy.
If the Owner's interest is payable to (or for the benefit of) the surviving
spouse of the Owner, the Policy may be continued with the surviving spouse
treated as the Owner for purposes of applying the rules described above.
Finally, in situations where the Owner is not an individual, these distribution
rules are applicable upon the death or change of the Annuitant.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
Ameritas reserves the right, subject to applicable law, and if necessary, after
notice to and prior approval from the SEC and or state insurance authorities, to
make additional Portfolios available to you. We may also eliminate, combine or
substitute Subaccounts if, in our judgment, marketing needs, tax considerations,
or investment conditions warrant. This may happen due to a change in law or a
change in a Portfolio's investment objectives or restrictions, or for some other
reason. Ameritas may operate the Separate Account as a management company under
the 1940 Act, it may be deregistered under that Act if registration is no longer
required, or it may be combined with other Ameritas separate accounts. Ameritas
may also transfer the assets of the Separate Account to another Separate
Account.
NLVA 19
<PAGE>
If any of these substitutions or changes are made, Ameritas may by appropriate
endorsement change the policy to reflect the substitution or change. In
addition, Ameritas may, when permitted by law, restrict or eliminate any voting
rights of Owners or other persons who have voting rights as to the Account.
You will be notified of any material change in the investment Policy of any
Portfolio in which you have an interest.
DEFERMENT OF PAYMENT
Payment of any withdrawal, surrender or lump sum death benefit due from the
Separate Account will occur within seven days from the date the amount becomes
payable, except that Ameritas may be permitted to defer such payment if:
a) the New York Stock Exchange is closed other than customary weekends or
holidays or trading on the New York Stock Exchange is otherwise restricted;
or
b) the SEC permits the delay for the protection of Owners; or
c) an emergency exists as determined by the SEC.
In addition, surrenders or withdrawals from the Fixed Account may be deferred by
Ameritas for up to 6 months from the date of written request.
OWNER INQUIRIES
Inquiries should be addressed to Ameritas Life Insurance Corp., 5900 "O" Street,
P.O. Box 81889, Lincoln, Nebraska 68501 or made by calling 1-800-745-6665. All
inquiries should include the Policy number and the Owner's name.
CONTESTABILITY
Ameritas cannot contest the validity of this Policy after the Policy Date,
subject to "Misstatement of Age or Sex" provision.
MISSTATEMENT OF AGE OR SEX
Ameritas may require proof of age and sex before making annuity payments. If the
age or sex of the Annuitant has been misstated, we will adjust the benefits and
amounts payable under this Policy.
If Ameritas made any overpayments, interest at the rate of 6% per year
compounded yearly will be charged against future payments. If we made
underpayments, the balance due plus interest at the rate of 6% per year
compounded yearly will be paid in a lump sum.
REPORTS AND RECORDS
Ameritas will maintain all records relating to the Account and will mail the
Owner, at the last known address of record, within 30 days after each Policy
anniversary, an annual report which shows the current Accumulation Value as
allocated among the Subaccounts or the Fixed Account, and charges made during
the Policy Year. Quarterly reports are also currently provided but except for
the annual report, Ameritas reserves the right to charge a report fee. The Owner
will also be sent confirmations of transactions, such as purchase payments,
transfers and withdrawals under the Policy. A periodic report for the Fund and a
list of the securities held in each Portfolio of the Fund and any other
information required by the 1940 Act will also be provided.
20 NLVA
<PAGE>
DISTRIBUTION OF THE POLICIES
Ameritas Investment Corp. ("AIC"), a wholly-owned subsidiary of AMAL
Corporation, and an affiliate of Ameritas, will act as the principal underwriter
of the Policies. AIC was organized under the laws of the State of Nebraska on
December 29, 1983, and is a broker/dealer registered according to the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. There is no premium load to cover sales and distribution expenses.
All compensation or expense reimbursement received by AIC for serving as the
principal underwriter of the Policies will be paid by Ameritas from its other
assets or surplus in its general account, which may include profits derived from
amounts derived from mortality and expense risk charges and other charges made
under the Policies. Policies can be purchased directly from Ameritas through
Veritas, a direct-to-consumer Division of Ameritas, with salaried employees who
are registered representatives of AIC and who will not receive compensation
related to the purchase. The Policies are also sold by individuals who are
registered representatives of AIC, and who are licensed as life insurance agents
for Ameritas. AIC and Ameritas may authorize registered representatives of other
registered broker/dealers to sell the Policies subject to applicable law. In
these situations, AIC or the other broker/dealer may receive compensation. AIC
will be paid by Ameritas at a rate of .05% of all premium received. Other
broker/dealers will receive from Ameritas up to .5% of premium, and an asset
based administrative compensation of .10% (annualized), which fee shall be paid
by Ameritas.
SAFEKEEPING OF THE ACCOUNT'S ASSETS
Ameritas hold the assets of the Account. The assets are held separate and apart
from General Account assets. Ameritas maintains records of all purchases and
redemptions of the Funds' shares by each of the Subaccounts.
THIRD PARTY SERVICES
Ameritas is aware that certain third parties are offering money management
services in connection with the contracts. Ameritas does not endorse, approve or
recommend such services in any way and contract owners should be aware that fees
paid for such services are separate and in addition to fees paid under the
contracts.
VOTING RIGHTS
To the extent required by law, Ameritas will vote the Portfolio shares held in
the Account at shareholder meetings in accordance with instructions received
from persons having voting interests in the corresponding Subaccount. The 1940
Act currently requires shareholder voting on matters such as the election of the
Board of Trustees of the Funds, the approval of the investment advisory
contract, changes in the fundamental investment Policies of the Funds, and
approval of the independent accountants. If, however, the 1940 Act or any
regulation thereunder should be amended, or if the present interpretation
thereof should change, and, as a result, Ameritas determines that it is allowed
to vote the Portfolio shares in its own right, Ameritas may elect to do so.
Prior to the Annuity Date, the Owner holds a voting interest in each Subaccount
to which the Accumulation Value is allocated. The number of votes available to
an Owner will be calculated separately for each Subaccount of the Account. That
number will be determined by applying the Owner's percentage interest, if any,
in a particular Subaccount to the total number of votes attributable to the
Subaccount. The number of votes available to an Owner will be determined by
dividing the Accumulation Value attributable to a Subaccount by the net value
per share of the applicable Portfolio. In determining the number of votes,
fractional shares will be recognized.
NLVA 21
<PAGE>
The number of votes of the 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 Funds. Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Funds.
Shares of Funds as to which no timely instructions are received, or shares held
by Ameritas as to which Owners have no beneficial interest will be voted in
proportion to the voting instructions which are received with respect to all
Policies participating in that Subaccount.
Each person having a voting interest in a Subaccount will receive proxy
material, reports and other materials relating to the appropriate Portfolio.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Account is a party or to which the
assets of the Account are subject. Ameritas and AIC are not involved in any
litigation that is of material importance in relation to their total assets or
that relates to the Account.
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information is available that contains more details
concerning the subjects discussed in this Prospectus. This can be obtained by
writing to the address on the front page or by calling 1-800-745-6665.
The following is a Table of Contents for that Statement:
Page
GENERAL INFORMATION AND HISTORY ...................................... 2
THE POLICY............................................................ 2
GENERAL MATTERS....................................................... 6
FEDERAL TAX MATTERS................................................... 7
DISTRIBUTION OF THE POLICY............................................ 8
SAFEKEEPING OF ACCOUNT ASSETS......................................... 8
STATE REGULATION ..................................................... 8
LEGAL MATTERS......................................................... 8
EXPERTS .............................................................. 8
OTHER INFORMATION..................................................... 9
FINANCIAL STATEMENTS.................................................. 9
22 NLVA
<PAGE>
APPENDIX A
LONG TERM MARKET TRENDS
The information below covering the period of 1926-1995 is an examination of the
basic relationship between risk and return among the different asset classes,
and between nominal and real (inflation adjusted) returns. The information is
provided because the Policyowners have varied investment portfolios available
which have different investment objectives and policies. The chart generally
demonstrates how different classes of investments have performed during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have experienced in the past. This
is a historical record and is not intended as a projection of future
performance.
The graph depicts the growth of a dollar invested in common stocks, small
company stocks, long-term government bonds, Treasury bills, and a hypothetical
asset returning the inflation rate over the period from the end of 1925 to the
end of 1995. All results assume reinvestment of dividends on stocks or coupons
on bonds and no taxes. Transaction costs are not included, except in the small
stock index starting in 1982. Charges associated with a variable insurance
policy are not reflected in the chart.
Each of the cumulative index values is initiated at $1.00 at year-end 1925. The
graph illustrates that common stocks and small stocks gained the most over the
entire 70-year period: investments of one dollar would have grown to $1,113.92
and $3,822.40 respectively, by year-end 1995. This growth, however, was earned
by taking substantial risk. In contrast, long-term government bonds (with an
approximate 20-year maturity), which exposed the holder to less risk, grew to
only $34.04. Note that the return and principal value of an investment in
stocks will fluctuate with changes in market conditions. Prices of small
company stocks are generally more volatile than those of large company stocks.
Government bonds and Treasury Bills are guaranteed by the U.S. Government and,
if held to maturity, offer a fixed rate of return and a fixed principal value.
The lowest risk strategy over the past 70 years was to buy U.S. Treasury bills.
Since Treasury bills tended to track inflation, the resulting real
(inflation-adjusted) returns were near zero for the entire 1926-1995 period.
Omitted graph illustrates long term market trends as described in the narrative
above.
Year End 1925 = $1.00
Source: Stocks, Bonds, Bills, and Inflation 1996 Yearbook
(C)Ibbotson Associates, Chicago. All Rights Reserved.
<PAGE>
APPENDIX B
STANDARD & POOR'S 500
The Standard and Poor's (S & P 500) is a weighted index of 500 widely held
stocks: 400 Industrials, 40 Financial Company Stocks, 40 Public Utilities, and
20 Transportation stocks, most of which are traded on the New York Stock
Exchange. This information is provided because the Policyowners have varied
investment options available. The investment options, except the Fixed Account
and the Money Market Account, involve investments in the stock market. The S & P
500 is generally regarded as an accurate composite of the overall stock market.
<TABLE>
<CAPTION>
PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX
%
Year Change
- ----------------------------------
<S> <C> <C>
1 1971 14.56 Omitted graph depicts the activity
2 1972 18.90 of the S&P 500 Index for the years
3 1973 -14.77 1970-1995.
4 1974 -26.39
5 1975 37.16
6 1976 23.57
7 1977 -7.42
8 1978 6.38
9 1979 18.20
10 1980 32.27
11 1981 -5.01
12 1982 21.44
13 1983 22.38
14 1984 6.10
15 1985 31.57
16 1986 18.56
17 1987 5.10
18 1988 16.61
19 1989 31.69
20 1990 -3.14
21 1991 30.45
22 1992 7.61
23 1993 10.08
24 1994 1.32
25 1995 37.58
</TABLE>
THE CHART ASSUMES THE RETURN EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX
FOR THE LAST 25 YEARS. FUTURE RATES OF RETURN MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATIONS MADE BY AN OWNER. THE INFORMATION IN THE CHART IS NOT NECESSARILY
INDICATIVE OF FUTURE PERFORMANCE. INDEX PERFORMANCE IS NOT ILLUSTRATIVE OF
POLICY SUBACCOUNT PERFORMANCE, AND INVESTMENTS ARE NOT MADE IN THE INDEX.
<PAGE>
APPENDIX C
QUALIFIED DISCLOSURES
* Information Statement For:
408(b) IRA Plans
408(k) SEP Plans
* Information Statement For:
401(a) Pension/Profit Sharing Plans
Ameritas Life Insurance Corp. Logo
<PAGE>
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 plan.
Depending on the type of plan, we are required to provide this disclosure to you
to meet the requirements of the Internal Revenue Service (IRS) and/or the
Employee Retirement Income Security Act of 1974 (ERISA).
Acknowledgement 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) Plans...................... QD-1
Information Statement
401(a) Pension/Profit Sharing Plans................................. QD-6
<PAGE>
Ameritas Life Insurance INFORMATION STATEMENT
Corp. Logo 408(b) Individual Retirement Annuity (IRA) Plans
408(k) Simplified Employee Pension (SEP) Plans
- --------------------------------------------------------------------------------
For purchasers of a 408(b) Individual Retirement Annuity (IRA) Plan or 408(k)
Simplified Employee Pension (SEP) Plan, please review the following:
PART 1. PROCEDURE FOR REVOKING THE IRA PLAN:
After you establish an IRA Plan with Ameritas Life Insurance Corp. (Ameritas),
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 Ameritas.
To revoke your IRA, you should send a signed and dated written notice to:
Ameritas Life Insurance Corp., Policyholder Service Department, P.O. Box 81889,
Lincoln, NE 68501.
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
Ameritas Representative or call 1-800-745-6665.
PART II. PROVISIONS OF THE IRA LAW:
Ameritas' No Load Variable Annuity (Form 4080), can be used for a Regular IRA, a
Rollover IRA, a Spousal IRA Arrangement, or for a Simplified Employee Pension
Plan (SEP). A separate policy must be purchased for each individual under each
plan.
While provisions of the IRA law are similar for all such plans, any major
differences are set forth under the appropriate topics below.
ELIGIBILITY:
REGULAR IRA PLAN: Any employee 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 and whether the
employee participates in a qualified employer-sponsored retirement plan.
ROLLOVER IRA: This is an IRA plan purchased with your distributions from
another 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 contract for each
spouse, may be set up provided a joint return is filed, the "nonworking
spouse" has no earned income for the taxable year (or elects to be treated as
having no compensation for the year), does not make a contribution to an IRA,
and is under age 70 1/2 at the end of the tax year.
SIMPLIFIED EMPLOYEE PENSION PLAN: An employee is eligible to participate in a
SEP Plan based on eligibility requirements set forth in form 5305-SEP or the
plan document provided by the employer.
Divorced spouses can continue a spousal IRA or start a Regular IRA based on
the standard IRA eligibility rules. All taxable alimony received by the
divorced spouse under a decree of divorce or separate maintenance is treated
as compensation for purposes of the IRA deduction limit.
NONTRANSFERABILITY: You may not transfer, assign or sell your IRA Plan to
anyone (except in the case of transfer incident to divorce).
NONFORFEITABILITY: The value of your IRA Plan belongs to you at all times,
without risk of forfeiture.
PREMIUM: The annual premium (if applicable) of your IRA Plan may not exceed
the lesser of $2,000, or 100% of compensation for the year. Any premium in
excess of or in addition to $2,000 will be permitted only as a "Rollover
Contribution." Your contribution must be made in cash. For IRA's established
under Simplified Employee Pension Plans (SEP's), 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 salary reduction
Simplified Employee Pension (SARSEP), premiums made by salary reduction are
limited to $7,000 (adjusted for cost of living increases).
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
earned income or $2,000, whichever is less. The amount of permissible
contributions to your 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
plan and whether your adjusted gross income is above the "phase-out level."
SEE DEDUCTIBLE CONTRIBUTIONS, PART III.
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 are not deductible.
QD-1 IRA/SEP
No Load Variable Annuity; 6/96
<PAGE>
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. 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 are not subject to this
limitation.
(2) DIRECT ROLLOVERS 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.
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 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; (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; and
(5) the portion of a distribution eligible for the death benefit exclusion.
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 made no contributions to the IRA from other than
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 combined maximum contribution to both spouses' IRAs
is the lesser of 100% of your compensation or $2,250. The contributions need not
be equally divided, provided no more than $2,000 is 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 plan
for the year, and whether the adjusted gross income of the couple is above the
phase out level.
The contribution limit for divorced spouses is the lesser of $2,000 or the total
of the taxpayer's earned income and alimony received for the year.
SEP PLAN: In any year that your annuity is maintained under the rules for a
Simplified Employee Pension 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 salary reduction Simplified Employee
Pension Plan (SARSEP), the maximum amount of employee pre-tax contributions
which can be made is $7,000, adjusted for cost of living increases.
DISTRIBUTIONS: Payment to you from your IRA Plan 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 withdrawn your entire balance
by this date, you may receive the entire value of your IRA Plan in one lump sum;
arrange for an income to be paid over your lifetime, your expected lifetime, or
over the lifetimes or expected lifetimes of you and your beneficiary.
RATE OF DISTRIBUTION: If you arrange for the value of your IRA Plan 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 as long as you live, or as long as you and your beneficiary live.
MINIMUM DISTRIBUTION REQUIREMENTS: 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, divide your entire interest in
your IRA (as of December 31 of your age 70 1/2 year) by your life expectancy or
the joint life expectancies of you and your beneficiary. 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. 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 under IRS regulations, unless your
spouse is the designated beneficiary.
If you die after the RBD, amounts undistributed at your death must be
distributed at least as rapidly as under the method being used at the time of
your death. If you die before the RBD, your entire interest must be distributed
within 5 years of your death if no beneficiary is designated; or if a
beneficiary is designated, over the life expectancy of the beneficiary 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 benefit will be paid in
equal or substantially equal installments over his/her life or life expectancy.
Also, if a designated beneficiary is the spouse, the distribution must begin by
December 31 of the year in which you would have attained age 70 1/2, or if not
your spouse, December 31 of the year following your death.
PART III. RESTRICTIONS AND TAX CONSIDERATIONS:
TIMING OF CONTRIBUTIONS: Once you establish an IRA, contributions (deductible or
non-deductible) 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 plan year or it will be treated as made for the
current year.
IRA/SEP QD-2
No Load Variable Annuity; 6/96
<PAGE>
DEDUCTIBLE CONTRIBUTIONS: The amount of permissible contributions to your IRA
may or may not 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 your combined AGI is
less than $40,000, you can deduct your entire contribution. If you are single
and your AGI is less than $25,000, you may also take a full deduction. For
married couples filing joint returns, the deduction is phased out between
$40,000 and $50,000. For single individuals, the deduction is phased out between
$25,000 and $35,000. If you are married and covered by an employer plan, but
file separate tax returns, your deduction is phased out between $0 and $10,000
of AGI. If your AGI is not above the applicable phase out level, a minimum
contribution of $200 is permitted regardless of whether the phase out rules
provide for a lesser amount. You can elect to treat deductible contributions as
non-deductible.
NON-DEDUCTIBLE CONTRIBUTIONS: It is possible for you to make non-deductible
contributions to your IRA even if you are not eligible to make deductible
contributions 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 ($2,250 when a spousal IRA is also involved), or (2) 100% of your
compensation. IF YOU WISH TO MAKE A NON-DEDUCTIBLE CONTRIBUTION, YOU MUST REPORT
THIS ON YOUR TAX RETURN BY FILING FORM 8606 (NON-DEDUCTIBLE IRA CONTRIBUTIONS,
IRA BASIS, AND NONTAXABLE IRA DISTRIBUTIONS). REMEMBER, YOU ARE REQUIRED TO KEEP
TRACK OF YOUR NON-DEDUCTIBLE CONTRIBUTIONS AS AMERITAS 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.
EXCESS CONTRIBUTIONS: There is a 6% IRS penalty tax on IRA contributions in
excess of permissible contributions. 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. The 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).
LOAN AND PROHIBITED TRANSACTIONS: You may not borrow from your IRA Plan or
pledge it as security for a loan. This would disqualify your entire IRA Plan,
and its full value 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.
TAXABILITY OF DISTRIBUTIONS: Any cash distribution from your IRA Plan 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 on the contract is computed 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 includable in 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, including rollover IRAs and SEPs.
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), and is not eligible for the special tax rules on
lump sum distributions which are used with other types of Qualified Retirement
Plans.
PREMATURE DISTRIBUTION: There is a 10% penalty tax on amounts distributed prior
to the attainment of age 59 1/2, except for distributions made to a beneficiary
on or after the owner's death, distributions attributable to the owner's being
disabled, or distributions that are part of a series of substantially equal
periodic payments for the life of the annuitant or the joint lives of the
annuitant and his beneficiary. The part of a distribution attributable to
non-deductible contributions is not includable in income and is not subject to
the 10% penalty.
MINIMUM REQUIRED DISTRIBUTION: See Part II, Minimum Distribution Requirements.
An IRA Plan which is not totally distributed to you by April 1 of the year
following the year in which you attain age 70 1/2, must be distributed over one
of the following periods: 1) the entire life of the annuitant, 2) the lives of
the annuitant and his beneficiary, 3) a period certain not extending beyond the
life expectancy of the annuitant or the joint life and last survivor expectancy
of the annuitant and his beneficiary. If the minimum distribution is not made,
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%.
MAXIMUM DISTRIBUTION: Generally, an excess distribution is an annual
distribution in excess of the annual ceiling (currently $150,000). If you made a
grandfather election pursuant to IRC 4980A, your annual ceiling is $150,000, as
indexed annually. Excess distributions are subject to a 15% excise tax. The tax
is reduced by any payment of the 10% excise tax on early withdrawals. Excluded
from the excise tax are distributions after the death of the participant,
distributions payable to an alternate payee under a qualified domestic relations
order if taxable to the alternate payee, distributions attributable to after-tax
employee contributions, and distributions not includable in income by reason of
a Rollover Contribution. Also, a 15% excise tax is imposed on your excess
retirement accumulation at the time of your death. This amount is the excess of
the value of all accrued benefits under all your IRAs, Qualified Retirement
Plans, and TSAs, over the present value of a single life annuity with payments
equal to the annual ceiling (currently $150,000), payable over your life
expectancy prior to death.
TAX FILING: 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
the regular Form 1040. For further information, consult the instructions for
Form 5329 (Return for Individual Retirement Savings Arrangements), Form 8606 and
IRS Publication 590.
TAX ADVICE: Ameritas is providing this general information as required by the
Internal Revenue Code and assumes no responsibility for its application to your
particular tax situation. Please consult your personal tax advisor regarding
specific questions you may have.
QD-3 IRA/SEP
No Load Variable Annuity; 6/96
<PAGE>
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 AMERITAS IRA PLAN:
INTERNAL REVENUE SERVICE APPROVAL LETTER: Ameritas will apply for approval from
the Internal Revenue Service as to the form of No Load Variable Annuity (Form
4080), for use in funding IRA plans. 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, No Load Variable Annuity (Form
4080) offered by Ameritas, 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
penalties on withdrawal before age 59 1/2 (except for death or disability).
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 Separate
Account or the Fixed Account. Currently, the assets which underlie the Separate
Account are invested exclusively in shares of mutual funds, the "Funds", managed
or administered by fund managers. Each of the Subaccounts of the Separate
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 an
application for your annuity. The accumulation value of your IRA Plan allocated
to the Separate Account will vary in accordance with the investment performance
of the Subaccounts you selected. Therefore, for assets in the Separate 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 Ameritas which supports insurance and annuity
obligations. Policyowners are paid interest on the amounts placed in the Fixed
Account at guaranteed rates (3.0%) or at higher rates declared by Ameritas.
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, 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,
withdrawals, as well as the deduction of any applicable charges under the
policy. GROWTH IN THE ACCUMULATION VALUE BASED ON INVESTMENTS IN THE 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, and if applicable, any federal and state income tax charges.
CASH SURRENDER VALUE: The amount available for withdrawal, which is the
accumulation value less any applicable premium taxes, and, in the case of a full
withdrawal, the annual policy fee.
ANNUAL POLICY FEE: An annual policy fee of $25, 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 Ameritas for
the administrative costs of maintaining the policy on Ameritas' system. This
charge may be increased to a maximum of $40.
MORTALITY AND EXPENSE RISK CHARGE: Ameritas imposes a charge to compensate it
for bearing certain mortality and expense risks under the policies. For assuming
these risks, Ameritas makes a daily charge equal to an annual rate of 0.75 %
(current; 0.95% guaranteed) of the value of the average daily net assets of the
Account. This charge is subtracted when determining the daily accumulation unit
value. If this charge is insufficient to cover assumed risks, the loss will fall
on Ameritas. Conversely, if the charge proves more than sufficient, any excess
will be added to Ameritas' surplus. No mortality and expense risk charge is
imposed on the Fixed Account.
TAXES: Ameritas will charge and deduct premium taxes as required by state law
and in accordance with any applicable company election. Applicable premium tax
rates depend upon such factors as the policyowner's current state of residency,
and the insurance laws and the status of Ameritas in states where premium taxes
are incurred. Currently, premium taxes range from 0% to 3.5% of the premium
paid. 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.
IRA/SEP QD-4
No Load Variable Annuity; 6/96
<PAGE>
WITHDRAWALS: The owner may make a 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 Ameritas. 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 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 withdrawals may be
made after the annuity date except as permitted under the particular annuity
option. The amount available for a withdrawal is the accumulation value at the
end of the valuation period during which the written request for withdrawal is
received, less 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 accumulation 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.
SALES COMMISSIONS: No deductions are made from the premium payments for sales
charges. Compensation to the sales force is a maximum .5% based on premiums paid
for broker/dealers other than AIC, and an asset-based administrative
compensation of .10% (annualized).
QD-5 IRA/SEP
No Load Variable Annuity; 6/96
<PAGE>
Ameritas Life EMPLOYEE BENEFIT PLAN
Insurance Corp. Logo INFORMATION STATEMENT
401(a) Pension/Profit Sharing Plans
- --------------------------------------------------------------------------------
For purchasers of a 401(a) Pension/Profit Sharing 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
Ameritas Life Insurance Corp. (Ameritas), as well as to describe certain fees
and charges under the No Load Variable Annuity Policy being purchased from the
Sales Representative.
The Sales Representative is appointed with Ameritas as its Sales Representative
and is a Securities Registered Representative. In this position, the Sales
Representative is employed to procure and submit to Ameritas applications for
contracts, including applications for No Load Variable Annuity.
COMMISSIONS, FEES AND CHARGES
The following commissions, fees and charges apply to No Load Variable Annuity
(policy):
SALES COMMISSION: No deductions are made from the premium payments for sales
charges. Compensation to the Sales Representative's Broker/Dealer is a maximum
of up to .5% based on premiums paid for broker/dealers other than AIC, and an
asset-based administrative compensation of .10 (annualized).
ANNUAL POLICY FEE: An annual policy fee of $25 is deducted from the accumulation
value in the policy on the last valuation date of each policy year or on a full
withdrawal if between policy anniversaries. This charge reimburses Ameritas for
the administrative costs of maintaining the policy on Ameritas system. This
charge may be increased to a maximum of $40.
MORTALITY AND EXPENSE RISK CHARGE: Ameritas imposes a charge to compensate it
for bearing certain mortality and expense risks under the policies. Ameritas
makes a daily charge equal to an annual rate of 0.75% (current; 0.95%
guaranteed) of the value of the average daily net assets of the Account under
the policies. This charge is subtracted when determining the daily accumulation
unit value. If this charge is insufficient to cover assumed risks, the loss will
fall on Ameritas. Conversely, if the charge proves more than sufficient, any
excess will be added to Ameritas' surplus. No mortality and expense risk charge
is imposed on the Fixed Account.
WITHDRAWALS: The policyowner may make a 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 Ameritas. 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 withdrawals are
available on a monthly, quarterly, semi-annual or annual mode. No withdrawals
may be made after the annuity date except as permitted under the particular
annuity option. The amount available for withdrawal is the accumulation value at
the end of the valuation period during which the written request for withdrawal
is received, less 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 accumulation 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.
TAXES: Ameritas 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. Currently, premium taxes range from 0% to 3.5% of
the premium paid, but are subject to change by legislation, administrative
interpretations, or judicial act.
FUND INVESTMENT ADVISORY FEES AND EXPENSES: At the direction of the policyowner,
the Separate Account LLVA purchases shares of Funds which are available for
investment under this policy. The net assets of the Separate Account LLVA 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.
Pension Trust QD-6
<PAGE>
Part B Registration No. _________
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
STATEMENT OF ADDITIONAL INFORMATION
FOR
FLEXIBLE PREMIUM VARIABLE ANNUITY POLICY
Offered by
Ameritas Life Insurance Corp.
(A Nebraska Mutual Company)
5900 "O" Street
Lincoln, Nebraska 68510
---------------------
This Statement of Additional Information expands upon subjects
discussed in the current Prospectus for the Flexible Premium Variable Annuity
Policy ("Policy") offered by Ameritas Life Insurance Corp. ("Ameritas"). You may
obtain a copy of the Prospectus dated ___________, by writing Ameritas Life
Insurance Corp., 5900 "O" Street, Lincoln, Nebraska 68510, or calling,
1-800-255-9678. Terms used in the current Prospectus for the Policy are
incorporated in this Statement.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD
BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.
Dated: _____________
<PAGE>
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION AND HISTORY .......................................... 2
- -------------------------------
THE POLICY ............................................................... 2
- ----------
Accumulation Value.............................................. 2
------------------
Value of Accumulation Units .................................... 2
---------------------------
Calculation of Performance Data ................................ 3
-------------------------------
Total Return.................................................... 3
------------
Yields.......................................................... 5
------
GENERAL MATTERS........................................................... 6
- ---------------
The Policy ..................................................... 6
----------
Non-Participating............................................... 6
-----------------
Assignment...................................................... 6
----------
Annuity Data.................................................... 6
------------
Ownership ...................................................... 6
---------
IRS Required Distributions ..................................... 6
--------------------------
FEDERAL TAX MATTERS....................................................... 7
- -------------------
Taxation of Ameritas............................................ 7
--------------------
Tax Status of the Policies ..................................... 7
--------------------------
Qualified Policies.............................................. 7
------------------
DISTRIBUTION OF THE POLICY ............................................... 8
- --------------------------
SAFEKEEPING OF ACCOUNT ASSETS ............................................ 8
- -----------------------------
STATE REGULATION.......................................................... 8
- ----------------
LEGAL MATTERS............................................................. 8
- -------------
EXPERTS................................................................... 8
- -------
OTHER INFORMATION......................................................... 9
- -----------------
FINANCIAL STATEMENTS...................................................... 9
- --------------------
1
<PAGE>
GENERAL INFORMATION AND HISTORY:
- --------------------------------
In order to supplement the description in the Prospectus, the following
provides additional information concerning the company and its history.
Ameritas Life Insurance Corp. Separate Account LLVA ("the Account") is a
separate investment account of Ameritas Life Insurance Corp. established under
Nebraska Law on October 26, 1995. Ameritas Life Insurance Corp. ("Ameritas") is
a mutual life insurance company domiciled in Nebraska since 1887. The Home
Office of Ameritas is at 5900 "O" Street, Lincoln, Nebraska 68501.
Currently, thirteen Subaccounts of the Account are available under the
contracts. Each Subaccount invests in a corresponding investment portfolio of
Vanguard Variable Insurance Fund ("Vanguard") or the Neuberger & Berman Advisers
Management Trust ("Neuberger & Berman AMT").
THE POLICY
- ----------
In order to supplement the description in the Prospectus, the following
provides additional information about the Policy which may be of interest to the
owners.
Accumulation Value
- ------------------
The Accumulation Value of a Policy on each valuation date is equal to:
(1) the aggregate of the values attributable to the Policy in each
Subaccount on the valuation date, determined for each Subaccount by
multiplying the Subaccount's accumulation unit price by the number
of the Subaccount accumulation units allocated to the Policy and/or
the net allocation plus interest in the Fixed Account; plus;
(2) the amount deposited in the Fixed Account, plus interest; less
(3) any withdrawal made on the valuation date; less
(4) any annual policy fee deducted on that valuation date. In computing
the accumulation value, the number of Subaccount accumulation units
allocated to the Policy is determined after any transfer among the
Subaccounts.
Value of Accumulation Units
- ----------------------------
The value of each Subaccount's accumulation units reflects the investment
performance of that Subaccount. The accumulation unit price of each Subaccount
shall be calculated by:
(1) multiplying the per share net asset value of the corresponding Fund
portfolio on the valuation date by the number of shares held by the
Subaccount, before the purchase or redemption of any shares on that
date; minus
(2) a daily charge, currently 0.002049% (equivalent to an annual rate of
.75%), not to exceed 0.002596% (equivalent to an annual rate of .95%
of the average daily net assets), for mortality and expense risks;
minus
(3) any applicable charge for federal and state income taxes, if any;
and
2
<PAGE>
(4) dividing the result by the total number of accumulation units held
in the Subaccount on the valuation date, before the purchase or
redemption of any units on that date.
Calculation of Performance Data
- -------------------------------
As disclosed in the prospectus, premium payments will be allocated to the
Separate Account LLVA which has thirteen Subaccounts, with the assets of each
invested in corresponding portfolios of Vanguard or Neuberger & Berman AMT ("the
Funds"), or to the Fixed Account. From time to time Ameritas will advertise the
performance data of the portfolios of the Funds.
Performance information for any subaccount may be compared, in reports and
advertising to: (1) the Standard & Poor's 500 Stock Index ("S & P 500"), Dow
Jones Industrial Average ("DJIA"), Donahue Money Market Institutional Averages;
(2) other variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services or the Variable Annuity Research and Data
Service, widely used independent research firms which rank mutual funds and
other investment companies by overall performance, investment objectives, and
assets; and (3) the Consumer Price Index (measure for inflation) to assess the
real rate of return from an investment in a contract. Unmanaged indices may
assume the reinvestment of dividends but generally do not reflect deductions for
annuity charges and investment management costs.
Total returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising may also contain other information including (i) the ranking of any
subaccount derived from rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Series or by rating services,
companies, publications or other persons who rank separate accounts or other
investment products on overall performance or other criteria, and (ii) the
effect of tax deferred compounding on a subaccount's investment returns, or
returns in general, which may be illustrated by graphs, charts, or otherwise,
and which may include a comparison, at various points in time, of the return
from an investment in a contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.
The tables below are established to demonstrate performance results for
each underlying portfolio with charges deducted at the Separate Account level as
if the policy had been in force from the commencement of the portfolio. The
performance information is based on the historical investment experience of the
underlying portfolios and does not indicate or represent future performance.
Total Return
- ------------
Total returns quoted in advertising reflect all aspects of a subaccount's
return, including the automatic reinvestment by the separate account of all
distributions and any change in the subaccount's value over the period. Average
annual returns are calculated by determining the growth or decline in value of a
hypothetical historical investment in the subaccount over a stated period, and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual return of 7.18% which is the steady rate
that would equal 100% grown on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that the subaccount's performance is not constant over
time, but changes from year to year, and that average annual returns represent
averaged figures as opposed to the actual year-to-year performance of a
subaccount.
Table 1: The subaccounts will quote average annual returns for the period
since the underlying portfolios commenced operation after deducting charges at
the Separate Account level. Table 1 shows the average annual total return on a
hypothetical investment in the subaccounts for the last year, five years, and
ten years
3
<PAGE>
if applicable, and/or from the date that the portfolios began operations
assuming that the contract was surrendered December 31, 1995. The average annual
total returns to be shown in Table 1 were computed by finding the average annual
compounded rates of return over the periods shown that would equate the initial
amount invested to the withdrawal value, in accordance with the following
formula: P(1 + T)n = ERV where P is a hypothetical investment payment of
$25,000, T is the average annual total return, n is the number of years, and ERV
is the withdrawal value at the end of the periods shown. The returns reflect the
mortality and expense risk charge (guaranteed not to exceed .95% on an annual
basis), and the annual policy fee. Because there is no surrender charge, the
average annual total return would be the same for the relevant time periods if
the contract is continued.
<TABLE>
<CAPTION>
Table 1: Hypothetical Historical Average Annual Total Return for Period Ending on 12/31/95
One Year Five Year Life of Fund
Vanguard Surrender Surrender Surrender
Portfolios Contracts Continue Contracts Continue Contracts Continue
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market
High-Grade Bond
High Yield Bond
Vanguard Balanced
Equity Index
Equity Income
Vanguard Growth
Small Company Growth
International
Inception of Funds: Money Market, 5/2/91; High-Grade Bond, 4/29/91; Vanguard Balanced, 5/23/91; Equity Index, 4/29/91;
International, 6/3/94; Equity Income, 6/7/93; Vanguard Growth, 6/7/93; High Yield Bond, __/__/__; Small Company
Growth, __/__/__.
</TABLE>
<TABLE>
<CAPTION>
One Year Five Year Life of Fund
Neuberger &
Berman AMT Surrender Surrender Surrender
Portfolios Contracts Continue Contracts Continue Contracts Continue
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Limited Maturity Bond
AMT Growth
Partners
AMT Balanced
Inception of Funds: Limited Maturity Bond, 9/10/84; AMT Balanced, 2/28/89; AMT Growth, 9/10/84; Partners, 3/22/94.
</TABLE>
In addition to average annual returns, the subaccounts may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Table 2 shows the cumulative total return on a
hypothetical investment in the subaccounts for the last year, 5 years, 10 years
if applicable, and/or from the date the portfolios began operations and assuming
that the contract was surrendered December 31, 1995. The returns reflect the
mortality and expense risk charge (guaranteed not to exceed .95% on an annual
4
<PAGE>
basis), and the policy fee. Because there is no surrender charge, the cumulative
total return would be the same for the relevant time periods if the contract is
continued.
<TABLE>
<CAPTION>
Table 2: Hypothetical Historical Cumulative Total Return for Period Ending on 12/31/95
One Year Five Year Life of Fund
Vanguard Surrender Surrender Surrender
Portfolios Contracts Continue Contracts Continue Contracts Continue
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Money Market
High-Grade Bond
High Yield Bond
Vanguard Balanced
Equity Index
Equity Income
Vanguard Growth
Small Company Growth
International
</TABLE>
<TABLE>
<CAPTION>
One Year Five Year Life of Fund
Neuberger &
Berman AMT Surrender Surrender Surrender
Portfolios Contracts Continue Contracts Continue Contracts Continue
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Limited Maturity Bond
AMT Growth
Partners
AMT Balanced
</TABLE>
Yields
- ------
Some subaccounts may also advertise yields. Yields quoted in advertising
reflect the change in value of a hypothetical investment in the subaccount over
a stated period of time, not taking into account capital gains or losses. Yields
are annualized and stated as a percentage.
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 account 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 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 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.
5
<PAGE>
The hypothetical historical net average yield for the 7-day period ended
December 31, 1995 for the Money Market Fund was ____% and the hypothetical
historical effective yield for the 7-day period ended December 31, 1995 for the
Money Market Fund was ____%.
GENERAL MATTERS
- ---------------
The Policy
- ----------
The Policy, the application, any supplemental applications, and any
amendments or endorsements make up the entire contract. All statements made in
the application, in the absence of fraud, are considered representations and not
warranties. Only statements in the application that is attached to the Policy
and any supplemental applications made a part of the Policy when a change went
into effect can be used to contest a claim or the validity of the Policy. Only
the President, Vice President, Secretary or Assistant Secretary of Ameritas can
modify the Policy. Any changes must be made in writing, and approved by
Ameritas. No agent has the authority to alter or modify any of the terms,
conditions or agreements of the Policy or to waive any of its provisions.
Non-Participating
- -----------------
The Policies are non-participating. No dividends are payable and the Policies
will not share in the profits or surplus earnings of Ameritas.
Assignment
Any non-qualified policy and any qualified policy, if permitted by the plan
or by law relevant to the plan applicable to the qualified policy, may be
assigned by the owner prior to the annuity date and during the annuitant's
lifetime. Ameritas is not responsible for the validity of any assignment. No
assignment will be recognized until Ameritas receives written notice thereof.
The interest of any beneficiary which the assignor has the right to change shall
be subordinate to the interest of an assignee. Any amount paid to the assignee
shall be paid in one sum, not withstanding any settlement agreement in effect at
the time the assignment was executed. Ameritas shall not be liable as to any
payment or other settlement made by Ameritas before receipt of written notice.
Annuity Data
- ------------
Ameritas will not be liable for obligations which depend on receiving
information from a payee until such information is received in a form
satisfactory to Ameritas.
Ownership
- ---------
The owner of the Policy on the policy date is the annuitant, unless otherwise
specified in the application. During the annuitant's lifetime, all rights and
privileges under this Policy may be exercised solely by the owner. Ownership
passes to the Owner's Designated Beneficiary upon the death of the owner(s). If
there is no Owner's Designated Beneficiary, or if no Owner's Designated
Beneficiary is living, ownership will pass to the owner's estate. From time to
time Ameritas may require proof that the owner is still living.
In order to change the owner of the Policy or assign Policy rights, an
assignment of the Policy must be made in writing and filed with Ameritas at its
Home Office. The change will take effect as of the date the change is recorded
at the Home Office, and Ameritas will not be liable for any payment made or
action taken before the change is recorded. The payment of proceeds is subject
to the rights of any assignee of record. A change in the owner will be valid
only upon absolute and complete assignment of the Policy. A collateral
assignment is not a change of ownership.
IRS Required Distributions
- --------------------------
If the owner dies before the entire interest in the Policy is distributed,
the value of the Policy must be distributed to the Owner's Designated
Beneficiary as described in this section so that the Policy qualifies as an
annuity under the Code. If the owner is not an individual, death of the
annuitant will be treated as death of the owner.
6
<PAGE>
If the death occurs on or after the annuity date, 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 death.
If the death occurs before the annuity date, the entire interest in the
Policy will be distributed within five years after date of death or be used to
purchase an immediate annuity under which payments will begin within one year of
the owner's death and will be made for the life of the owner's designated
beneficiary or for a period not extending beyond the life expectancy of that
beneficiary.
The owner's designated beneficiary is the person to whom ownership of the
Policy passes by reason of death of the owner and must be a natural person.
Ameritas reserves the right to require proof of death.
If any portion of the owner's interest is payable to (or for the benefit of)
the surviving spouse of the owner, the Policy may be continued with the
surviving spouse as the new owner.
FEDERAL TAX MATTERS
- -------------------
Taxation of Ameritas
- --------------------
Ameritas is taxed as a life insurance company under Part I of Subchapter L of
the Code. Since the Account is not an entity separate from Ameritas and its
operations form a part of Ameritas, 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 Account are reinvested and
are taken into account in determining the Policy values. 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,
Ameritas believes that Account investment income and realized net capital gains
should not be taxed to the extent that 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 in substance that Section 72 of the Code
will not apply and Ameritas will not be treated as the owner of the assets of
the Account unless the investments made by the Account are "adequately
diversified" in accordance with regulations prescribed by the Secretary of
Treasury (the "Treasury"). If the segregated account is not "adequately
diversified" any increase in the value of a variable annuity contract will be
taxed to the owner currently. The Account, through the fund, intends to comply
with the diversification requirements prescribed by Treasury regulations which
affect how the Fund's assets may be invested. Although Ameritas does not control
the Fund, it has entered into an agreement regarding participation in the Fund,
which requires the Fund to be operated in compliance with the requirements
prescribed by the Treasury.
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 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.
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
7
<PAGE>
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. 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.
DISTRIBUTION OF THE POLICY
- --------------------------
Ameritas Investment Corp., the principal underwriter of the Policies, is
registered with the Securities and Exchange Commission under the Securities and
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Ameritas Investment Corp. is
wholly-owned by AMAL Corporation. Ameritas owns a majority interest in AMAL
Corporation.
The Policies are offered to the public directly from Ameritas through
Veritas, a direct-to-consumer Division of Ameritas, with salaried employees who
are registered representatives of AIC and who will not receive compensation
related to the purchase. The Policies may also be purchased through brokers,
licensed under the federal securities laws and state insurance laws, and
properly licensed banking institions that have entered into agreements with
Ameritas Investment Corp. The offering of the Policies is continuous and
Ameritas Investment Corp. may discontinue the offering of this policy in certain
states and continue to offer it in other states.
SAFEKEEPING OF ACCOUNT ASSETS
- -----------------------------
Title to assets of the Account is held by Ameritas. The assets are kept
physically segregated and held separate and apart from Ameritas' general account
assets. Accumulation values deposited or transferred to the Fixed Account are
held in the General Account of Ameritas. Records are maintained of all purchases
and redemptions of eligible portfolio shares held by each of the Subaccounts.
STATE REGULATION
- ----------------
Ameritas is a mutual life insurance company organized under the laws of
Nebraska, and is subject to regulation by the Nebraska State Department of
Insurance. An annual statement is filed with the Nebraska Commissioner of
Insurance on or before March 1 of each year covering the operations and
reporting on the financial condition of Ameritas as of December 31 of the
preceding calendar year. Periodically, the Nebraska Commissioner of Insurance
examines the financial condition of Ameritas, including the liabilities and
reserves of the Account and certifies their adequacy.
In addition, Ameritas is subject to the insurance laws and regulations of all
the states where it is licensed to operate. The availability of certain policy
rights and provisions depends on state approval and/or filing and review
process. Where required by state law or regulation, the Policy will be modified
accordingly.
LEGAL MATTERS
- -------------
All matters of Nebraska law pertaining to the validity of the Policy and
Ameritas' right to issue such Policies under Nebraska law have been passed upon
by Norman M. Krivosha, Executive Vice President, Secretary and Corporate General
Counsel of Ameritas.
EXPERTS
- -------
The financial statements of Ameritas as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995, included in this
Statement of Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
8
<PAGE>
Ameritas Life Insurance Corp. Separate Account LLVA ("the Account") was
established on October 26, 1995 under Nebraska Law by Ameritas, a mutual life
insurance company, to receive and invest premium payment on variable annuity
policies issued by Ameritas. The account is registered under the Investment
Company Act of 1940, as amended, as a unit investment trust.
There are thirteen subaccounts in the separate account each of which invests
only in the corresponding portfolio of the Vanguard Variable Insurance Fund or
the Neuberger & Berman Advisers Management Trust. The assets of the account are
segregated from the assets and liabilities of Ameritas.
Prior to ____________, 1996, the account has had no business activities, has
no assets or liabilities and has no financial statement.
OTHER INFORMATION
- -----------------
A registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Policy 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 or in the
Prospectus. Statements contained in this Statement of Additional Information and
the Prospectus concerning the content of the policies 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
Securities and Exchange Commission.
FINANCIAL STATEMENTS
- --------------------
The financial statements of Ameritas, which are included in this Statement of
Additional Information, should be considered only as bearing on the ability of
Ameritas to meet its obligations under the Policies. They should not be
considered as bearing on the investment performance of the assets held in the
Accounts.
9
<PAGE>
Independent Auditors' Report
Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska
We have audited the accompanying parent company only balance sheets of
Ameritas Life Insurance Corp., a mutual life insurance company, as of December
31, 1995 and 1994, and the related parent company only statements of operations
and policyowners' contingency reserves, and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Ameritas Life Insurance Corp. as of December
31, 1995 and 1994, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1995, in conformity with
statutory accounting practices which are considered generally accepted
accounting principles for mutual life insurance companies.
DELOITTE & TOUCHE LLP
Lincoln, Nebraska
February 1, 1996
<PAGE>
<TABLE>
<CAPTION>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
BALANCE SHEETS
(in thousands)
December 31,
-----------------------------------
ASSETS 1995 1994
------------- -------------
Investments:
<S> <C> <C>
Bonds $ 1,087,011 $ 1,063,297
Short-term investments 81,902 35,999
Mortgage loans 199,788 196,070
Real estate 41,480 43,129
Stock - other than affiliates 60,764 46,717
- affiliates 30,932 28,559
Partnerships - real estate 22,950 23,603
- joint venture 20,755 19,929
Other investments 1,626 2,084
------------- ------------
1,547,208 1,459,387
Loans on life insurance policies 66,529 67,883
------------ ------------
Total investments 1,613,737 1,527,270
Cash 361 3,142
Accrued investment income 23,077 24,192
Other current accounts receivable 2,576 1,154
Deferred and uncollected premiums 8,880 8,724
Data processing and other admitted assets 1,219 1,412
Separate Accounts 50,674 30,887
------------- -------------
$ 1,700,524 $ 1,596,781
============ =============
LIABILITIES AND POLICYOWNERS' CONTINGENCY RESERVES
Policy reserves $ 669,610 $ 642,512
Funds left on deposit 633,715 626,877
Reserves for unpaid claims 17,107 17,451
Dividends payable to policyowners in following year 10,557 10,452
Interest maintenance reserve 12,549 12,059
Postretirement benefit obligation 2,542 2,769
Accrued taxes
Federal income - current 15,896 14,280
- deferred 21,673 18,260
Other 474 469
Other liabilities 23,949 19,666
Asset valuation reserve 37,111 30,178
Separate Accounts 50,674 30,887
------------ ------------
1,495,857 1,425,860
------------ ------------
Policyowners' contingency reserves 204,667 170,921
------------ ------------
$ 1,700,524 $ 1,596,781
============ ============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
STATEMENTS OF OPERATIONS
AND POLICYOWNERS' CONTINGENCY RESERVES
(in thousands)
Years Ended December 31,
--------------------------------------------
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
INCOME:
Premiums from policyowners for life insurance, health
insurance and annuities $ 229,561 $ 216,269 $ 198,585
Deposit administration funds, dividend accumulations
and other funds left on deposit 101,089 46,244 50,160
Other income 8,056 7,008 6,312
Net investment income 121,679 116,581 119,639
------------- ----------- ------------
Total income 460,385 386,102 374,696
------------- ----------- ------------
DEDUCTIONS:
Benefits to policyowners and beneficiaries 287,240 264,364 241,890
Additions to policy reserves and deposit funds 52,008 16,168 37,728
Commissions 14,660 11,549 7,622
Cost of insurance operations 44,678 43,479 38,616
Taxes, licenses and fees 6,668 6,754 6,676
------------- ------------ ------------
Total deductions 405,254 342,314 332,532
------------- ------------ ------------
Income before dividends, income taxes, and realized gains 55,131 43,788 42,164
Dividends appropriated for policyowners 10,676 10,337 11,009
------------- ------------ ------------
Income before income taxes and realized gains 44,455 33,451 31,155
Provision for federal income taxes 16,100 20,500 11,360
------------ ------------ ------------
Net income from operations 28,355 12,951 19,795
Realized gains on investments, net of tax of $1,573, $1,001 and $10,070
and transfers to the interest maintenance reserve of $2,068,
$985 and $6,628 in 1995, 1994 and 1993, respectively 853 1,872 12,077
------------ ------------ ------------
Net income transferred to policyowners' contingency reserves 29,208 14,823 31,872
Change in net unrealized gains on investments 10,465 (8,184) (4,561)
Transfers (to)/from asset valuation reserve (6,933) 3,053 (2,673)
Other - net 1,006 (500) (4,566)
------------- ----------- ------------
Net change in Policyowners' contingency reserves 33,746 9,192 20,072
Policyowners' contingency reserves at beginning 170,921 161,729 141,657
------------- ----------- ------------
Policyowners' contingency reserves at end $ 204,667 $ 170,921 $ 161,729
============= =========== ============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
-------------------------------------------
1995 1994 1993
------------ -------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Premium and deposit income $ 330,450 $ 253,795 $ 247,156
Investment income received, net 122,032 114,686 15,440
Benefits to policyowners and beneficiaries (181,174) (178,101) (170,788)
Transfer to Separate Accounts (11,738) (4,416) --
Withdrawals of deposit administration funds (108,621) (78,394) (68,597)
Expenses and taxes, other than federal income tax (65,306) (60,705) (52,489)
Dividends paid to policyowners (10,548) (10,976) (12,229)
Federal income tax paid (13,619) (17,569) (6,388)
Net decrease in loans on life insurance policies 1,350 3,093 1,462
Other operating income and disbursements, net 6,738 6,276 6,719
------------- ------------ ------------
Net cash flow from operating activities 69,564 27,689 60,286
------------- ------------ ------------
INVESTING ACTIVITIES
Proceeds from long-term investments sold, matured or repaid 166,594 174,903 342,266
Cost of long-term investments acquired (193,036) (264,648) (384,347)
------------ ------------ ------------
Net cash flow used in investing activities (26,442) (89,745) (42,081)
------------ ------------ ------------
Net cash flow 43,122 (62,056) 18,205
Cash and short-term investments at beginning period 39,141 101,197 82,992
------------ ------------ ------------
Cash and short-term investments at end of period $ 82,263 $ 39,141 $ 101,197
============ ============ ============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
ORGANIZATION
Ameritas Life Insurance Corp. is a mutual life insurance company chartered by
the State of Nebraska. Its operations consist of life and health insurance and
annuity and pension contracts. Wholly-owned insurance subsidiaries include
Ameritas Variable Life Insurance Company, First Ameritas Life Insurance Corp. of
New York, Pathmark Assurance Company, and Bankers Life Nebraska Company, a
holding company, which owns 100% of Ameritas Bankers Assurance Company. In
addition to the insurance subsidiaries the Company conducts other diversified
financial service-related operations through the following wholly-owned
subsidiaries: Veritas Corp. (a marketing organization for low-load insurance
products); BLN Financial Services, Inc., which owns 100% of Ameritas Investment
Corp. (a broker/dealer), Ameritas Investment Advisors, Inc. (an advisor
providing investment management services to the Company and other insurance
companies); FMA Realty Inc. (a real estate management firm); and Ameritas
Managed Dental Plan, Inc. (a prepaid dental organization).
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
life insurance accounting practices prescribed or permitted by the Insurance
Department of the State of Nebraska. While appropriate for mutual life insurance
companies, such accounting practices differ in certain respects from generally
accepted accounting principles followed by other business enterprises. The
Financial Accounting Standards Board (FASB) has undertaken consideration of
changing those methods constituting generally accepted accounting principles
applicable to mutual life insurance companies. In accordance with pronouncements
issued by the FASB in 1993 and1994, financial statements prepared on the basis
of statutory accounting practices can no longer be described as prepared in
conformity with generally accepted accounting principles for fiscal years
beginning after December 15, 1995.
The Company is permitted by the Insurance Department of the State of Nebraska
to establish a deferred income tax liability to account for future taxes
expected to be paid although such a liability is not required (see Note 5,
Federal Income Taxes).
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The principal prescribed accounting and reporting practices followed are:
INVESTMENTS
Investments are reported according to valuation procedures prescribed by the
National Association of Insurance Commissioners (NAIC), and generally: bonds and
mortgage loans are valued at amortized cost; real estate at cost less
accumulated depreciation when an operating investment, on the equity method when
operated as a partnership, or at amortized cost when a purchase lease; preferred
stock at cost; common stock of unaffiliated companies at market value; and
investments in subsidiaries and investments in limited partnerships are valued
on the equity basis.
Realized capital gains and losses, including valuation allowances on specific
investments, are recorded in the Statements of Operations and unrealized gains
and losses are credited or charged to policyowners' contingency reserves.
AFFILIATES
Investments in subsidiaries are reported in the balance sheets at equity in
net assets. Dividends from these subsidiaries are included in investment income.
The equity in undistributed net earnings or loss is credited or charged to
policyowners' contingency reserves.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
-------------------------------------------------------
The following amounts report totals for subsidiaries at December 31 and for
the years then ended:
<TABLE>
<CAPTION>
1995 1994
------------- -------------
(000's omitted)
<S> <C> <C>
Total assets $ 749,917 $ 526,280
Equity in net assets 30,932 28,559
Dividends received 150 500
Equity in undistributed net income/(loss) 464 (3,055)
</TABLE>
Services are provided and received by and between the Company and its
subsidiaries under administrative service agreements. The costs/recoveries
associated with these agreements are reflected in operations.
The Company has entered into guarantee agreements with two of its life
insurance subsidiaries, Ameritas Variable Life Insurance and Ameritas Bankers
Assurance Company. Under the agreements the Company guarantees the full,
complete and absolute performance of all duties and obligations of these
affiliates. Most of the affiliate amounts shown above relate to these
subsidiaries.
The Company has entered into a guarantee agreement with its subsidiary,
Ameritas Managed Dental Plan, Inc. Under the agreement, the Company guarantees
to maintain surplus of the affiliate at the required minimum level.
NON-ADMITTED ASSETS
Certain assets (primarily furniture and equipment and software) are designated
as "non- admitted" under Insurance Department accounting requirements. These
assets are excluded from the balance sheets by adjustments to policyowners'
contingency reserves. Total "non-admitted assets" were $11.7 million in both
1995 and 1994.
SEPARATE ACCOUNT BUSINESS
Separate account assets and liabilities are segregated and are exclusively for
the benefit of certain pension contract holders. Assets in separate accounts are
held at market value.
RESERVES
Policy reserves for life and annuity policies are established and maintained
on the basis of published mortality tables using assumed interest rates and
valuation methods established by the Insurance Department of the State of
Nebraska.
The liability for funds left on deposit with the Company includes deposit
administration funds deposited on behalf of employer-employee or trustee groups
to provide immediate and future retirement benefits. These funds are part of the
general funds of the Company. The Company is not responsible for the adequacy of
these funds to meet specified fund benefits.
Reserves for unpaid claims include claims reported and unpaid and claims not
yet reported, the latter estimated on the basis of historical experience. As
such amounts are necessarily estimates, the ultimate liability will differ from
the amount recorded and will be reflected in operations when additional
information becomes known.
The interest maintenance reserve is calculated based on the prescribed method
developed by the NAIC. Realized gains and losses, net of tax, resulting from
interest rate changes on fixed income investments are deferred and credited to
this reserve. These gains and losses are then amortized into investment income
over what would have been the remaining years to maturity of the underlying
investment. Amortization included in investment income, was $1.6 million, $1.2
million and $.6 million for 1995, 1994 and 1993.
The asset valuation reserve is a required appropriation of surplus to provide
for possible losses that may occur on certain investments held by the Company.
The reserve is computed based on holdings of bonds, stocks, mortgages, real
estate and short-term investments and realized and unrealized gains and losses,
other than those resulting from interest rate changes. Changes in the reserve
are charged or credited to policyowners' contingency reserves.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
-------------------------------------------------------
RECOGNITION OF PREMIUM INCOME AND RELATED EXPENSES
Premiums are credited to revenue over the premium paying periods of the
related policy. Annuity and pension fund deposits are recognized as income when
received. Policy acquisition costs, such as commissions and other marketing and
issuance expenses incurred in connection with acquiring new business, are
charged to operations as incurred.
Premium income for the years ended December 31 consists of the following:
<TABLE>
<CAPTION>
1995 1994 1993
----------- ------------ ------------
(000's omitted)
<S> <C> <C> <C>
Individual life and annuity $ 72,090 $ 64,716 $ 61,582
Group life and health 154,167 150,301 136,761
Group annuity 3,304 1,252 242
----------- ------------ ------------
Total $ 229,561 $ 216,269 $ 198,585
=========== ============ ============
</TABLE>
DIVIDENDS TO POLICYOWNERS
A portion of the Company's business has been issued on a participating basis.
The amount of policyowners dividends to be paid is determined annually by the
Board of Directors.
INCOME TAXES
The Company files a consolidated life/non-life return with its subsidiaries.
An agreement among the members of the consolidated group provides for
distribution of consolidated tax results as if filed on a separate return basis.
The current income tax expense or benefit (including effects of capital gains
and losses and net operating losses) is apportioned generally on a sub-group
(life/non-life) basis.
2. FINANCIAL INSTRUMENTS:
----------------------
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practicable to estimate a
value:
Bonds
For publicly traded securities, fair value is determined using an independent
pricing source. For securities without a readily ascertainable fair value, the
value has been determined using an interest rate spread matrix based upon
quality, weighted average maturity and Treasury yields.
Short-term investments
The carrying amount approximates fair value because of the short maturity of
these instruments.
Mortgage loans
Mortgage loans in good standing are valued on the basis of discounted cash
flow. The interest rate that is assumed is based upon the weighted average term
of the mortgage and appropriate spread over Treasuries. Mortgage loans in
default totaling $1.0 million and $3.9 million at December 31, 1995 and 1994 are
not included in the fair value calculation or carrying amount.
Real estate
Because real estate purchase leases include renewal options and residual
interests in real estate, a fair value was not practicably determinable. All
other real estate is excluded from the fair value calculation.
Stocks
For publicly traded securities, fair value is determined using prices provided
by the NAIC. Stocks in affiliates are carried on the equity method and therefore
not included as part of the fair value disclosure.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. FINANCIAL INSTRUMENTS (continued):
----------------------------------
Partnerships
Fair values for venture capital partnerships are estimated based on values as
last reported by the partnership and discounted for their lack of marketability.
Real estate partnerships are carried on the equity method and are excluded from
the fair value disclosure.
Other assets
The fair value of these assets approximates book value.
Loans on life insurance policies
Fair values for policy loans are estimated using a discounted cash flow
analysis at interest rates currently offered for similar loans. Policy loans
with similar characteristics are aggregated for purposes of the calculations.
Cash
The carrying amounts reported in the balance sheet equals fair value.
Accrued investment income
Fair value of accrued investment income equals stated value.
Funds left on deposit
Funds left on deposit with a fixed maturity are valued at discounted present
value using market interest rates. Funds on deposit which do not have fixed
maturities are carried at the amount payable on demand at the reporting date.
Estimated fair values presented below, as of December 31, do not necessarily
represent the value for which the financial instrument could have been sold:
<TABLE>
<CAPTION>
1995 1994
---------------------------- ----------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------- ------------ ------------- -------------
(000's omitted)
<S> <C> <C> <C> <C>
Financial Assets:
Bonds $ 1,087,011 $ 1,158,742 $ 1,063,297 $ 1,023,489
Short-term investments 81,902 81,902 35,999 35,999
Mortgage loans 198,788 215,806 192,179 192,294
Stocks - other than affiliates 60,764 60,761 46,717 46,462
Partnerships - joint ventures 20,755 26,523 19,929 26,971
Other assets 1,626 1,626 2,084 2,084
Loans on life insurance policies 66,529 59,027 67,883 51,035
Cash 361 361 3,142 3,142
Accrued investment income 23,077 23,077 24,192 24,192
Financial Liabilities:
Funds left on deposit 633,715 636,681 626,877 599,413
</TABLE>
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3. INVESTMENTS IN BONDS AND STOCKS-OTHER THAN AFFILIATES:
------------------------------------------------------
The table below provides additional information relating to bonds and
stocks-other than affiliates held by the general account at December 31, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized Fair Unrealized Unrealized Carrying
Cost Value Gains Losses Value
------------- -------------- ------------ -------------- ------------
(000's omitted)
<S> <C> <C> <C> <C> <C>
Bonds:
U.S. Corporate $ 684,376 $ 732,622 $ 50,202 $ 1,956 $ 684,376
Mortgage-backed 244,042 254,727 10,920 235 244,042
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies 142,014 153,608 11,685 91 142,014
Foreign 16,579 17,785 1,206 -- 16,579
------------- ------------- ------------ -------------- ------------
Total Bonds $ 1,087,011 $ 1,158,742 $ 74,013 $ 2,282 $ 1,087,011
============= ============= ============ ============== ============
Stocks-other than affiliates $ 30,580 $ 60,761 $ 30,633 $ 452 $ 60,764
============= ============= ============ ============== ============
</TABLE>
The comparative data as of December 31, 1994 was as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Fair Unrealized Unrealized Carrying
Cost Value Gains Losses Value
------------- -------------- ------------ -------------- ------------
(000's omitted)
<S> <C> <C> <C> <C> <C>
Bonds:
U.S. Corporate $ 605,096 $ 584,873 $ 9,827 $ 30,050 $ 605,096
Mortgage-backed 249,851 235,935 3,029 16,945 249,851
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies 146,610 144,592 4,979 6,997 146,610
States and political subdivisions 80 79 -- 1 80
Foreign 61,660 58,010 302 3,952 61,660
------------- ------------- ----------- -------------- ------------
Total Bonds $ 1,063,297 $ 1,023,489 $ 18,137 $ 57,945 $ 1,063,297
============= ============= =========== ============== ============
Stocks-other than affiliates $ 29,599 $ 46,462 $ 18,924 $ 2,061 $ 46,717
============= ============= =========== ============== ============
</TABLE>
The carrying value and fair value of bonds at December 31, 1995 by contractual
maturity are shown below. Maturity is determined based on call date, if any.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
Fair Carrying
Value Value
-------------- -------------
(000's omitted)
<S> <C> <C>
Due in one year or less $ 72,906 $ 71,107
Due after one year through five years 260,469 244,025
Due after five years through ten years 492,052 460,048
Due after ten years 78,588 67,789
Mortgage-backed securities 254,727 244,042
-------------- -------------
Total Bonds $ 1,158,742 $ 1,087,011
============== =============
</TABLE>
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3. INVESTMENTS IN BONDS AND STOCKS-OTHER THAN AFFILIATES(continued):
-----------------------------------------------------------------
Bonds not due at a single maturity date have been included in the above table
in the year of final maturity.
Sales of bond investments in 1995 and 1993 resulted in proceeds of $2.9
million and $7.4 million. There were no sales of investments in bonds in 1994.
Gross gains/(losses) of ($.1) million and $.6 million were realized on those
sales in 1995 and 1993.
4. RESERVE FOR UNPAID CLAIMS:
--------------------------
Activity in the accident and health reserve for unpaid claims and claim
adjustment expense is summarized as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------
1995 1994 1993
------------ ------------ ------------
(000's omitted)
<S> <C> <C> <C>
Balance January 1, $ 14,250 $ 14,510 $ 13,128
Reinsurance reserves (net) (86) (10) 10
Incurred related to:
Current year 113,896 114,292 109,888
Prior year (1,725) (805) (1,213)
------------ ----------- ------------
Total incurred 112,171 113,487 108,675
------------ ----------- ------------
Paid related to:
Current year 100,378 100,474 95,822
Prior year 12,017 13,349 11,491
------------ ----------- ------------
Total paid 112,395 113,823 107,313
------------ ----------- ------------
Balance December 31, 13,940 14,164 14,500
Reinsurance reserves (net) (40) 86 10
Life and Annuity reserves 3,207 3,201 2,822
------------ ----------- ------------
Total Reserves for Unpaid Claims $ 17,107 $ 17,451 $ 17,332
============ =========== ============
</TABLE>
5. FEDERAL INCOME TAXES:
---------------------
The provision for federal income taxes is based on the current law which
requires companies to defer policy acquisition costs and amortize those costs in
future periods. A second requirement effectively taxes surplus as defined under
the law. As a result of the deferred acquisition costs and "surplus tax"
requirements the provision for federal income taxes exceeds the statutory
corporate rate.
The tax returns for the years through 1990 have been examined and settled.
The Company provides deferred taxes for temporary differences resulting from
certain transactions, including those related to investments in tax benefit
leases, unrealized gains and losses and other investment transactions.
6. REINSURANCE:
------------
In the ordinary course of business, the Company assumes and cedes reinsurance
with other insurers and reinsurers. These arrangements provide greater
diversification of business and limit the maximum net loss potential on large
risks.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. REINSURANCE(continued):
-----------------------
Following is a summary of the transactions through reinsurance operations:
<TABLE>
<CAPTION>
1995 1994 1993
------------- -------------- --------------
(000's omitted)
<S> <C> <C> <C>
Premiums:
Assumed $ 7,514 $ 2,790 $ 1,823
Ceded 8,804 5,834 5,157
Claims:
Assumed 3,279 2,174 784
Ceded 9,890 2,516 15,859
Reserves:
Assumed 1,455 1,028 698
Ceded 6,461 7,345 6,609
</TABLE>
The Company remains contingently liable in the event that a reinsurer is
unable to meet the obligations ceded under the reinsurance agreement. The
amounts related to reinsurance assumed are primarily with a related party.
7. EMPLOYEE AND AGENT BENEFIT PLANS:
---------------------------------
The Company's non-contributory defined benefit pension plan covers
substantially all full-time employees. Pension costs include current service
costs, which are accrued and funded on a current basis, and past service costs,
which are amortized over the average remaining service life of all employees on
the adoption date. The assets of this plan are not segregated.
Following is a summary of plan benefit and asset information using a December
31st valuation date:
<TABLE>
<CAPTION>
1995 1994
---------- -----------
(000's omitted)
<S> <C> <C>
Actuarial present value of
accumulated plan benefits:
Vested $ 18,371 $ 18,208
Non-Vested 320 366
---------- -----------
$ 18,691 $ 18,574
========= ==========
Net assets available for benefits $ 25,462 $ 23,173
========= ==========
</TABLE>
The Company has generally funded annually the maximum allowed under IRS
regulations. The Company made contributions totaling $ 1.5 million in both 1995
and 1994 and $1.6 million in 1993.
The Company's employees and agents also participate in defined contribution
plans that cover substantially all full-time employees and agents. Total Company
contributions were $.8 million in 1995, 1994 and 1993.
In addition to pension benefits the Company provides certain health care
benefits ("postretirement benefits") to retired employees. These benefits are a
specified percentage of premium until age 65 and a flat dollar amount
thereafter. Employees become eligible for these benefits upon the attainment of
age 55, 15 years of service and participation in the Company medical plan for
the immediately preceding 5 years.
The Company accounts for the costs of its postretirement benefits as required by
the National Association of Insurance Commissioners (NAIC). The Company has
adopted a 401(h) plan to fund its postretirement benefit obligation. Funding of
$.3 million, $.4 million and $.1 million was made in 1995, 1994 and 1993.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
PARENT COMPANY ONLY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
7. EMPLOYEE AND AGENT BENEFIT PLANS (continued):
---------------------------------------------
The status of the plan is as follows:
Accumulated postretirement benefit obligation:
<TABLE>
<CAPTION>
1995 1994
----------- ------------
(000's omitted)
<S> <C> <C>
Retirees $ 2,634 $ 3,012
Fully eligible active plan participants 312 259
Unrecognized net gain/(loss) 351 (60)
----------- ------------
3,297 3,211
Fair value of plan assets 755 442
----------- ------------
$ 2,542 $ 2,769
========== ============
</TABLE>
The estimated accumulated postretirement benefit for non-eligible active plan
participants are $1.7 million, $1.6 million and $1.5 million as of December 31,
1995, 1994 and 1993, respectively.
Postretirement benefit cost for the year ended December 31, consisted of the
following components:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ------------ ----------
(000's omitted)
<S> <C> <C> <C>
Service costs $ 33 $ 62 $ 66
Interest cost on accumulated postretirement
benefit obligation 202 220 253
Expected return on assets (38) (3) --
---------- ------------ ----------
$ 197 $ 279 $ 319
========== ============ ==========
</TABLE>
The assumed health care cost trend line rate used in measuring the accumulated
postretirement benefit obligation, for pre-65 employees, was 9.5% in 1995
decreasing linearly each successive year until it reaches 5.5% in 1999, after
which it remains constant. A one-percentage point increase in the assumed health
care cost trend rate for each year would increase the accumulated postretirement
health care cost by approximately 0.6%. The assumed discount rate used in
determing the accumulated postretirement benefit obligation was 7.5%.
8. COMMITMENTS:
------------
Investment: As of December 31, 1995, commitments were outstanding for
investments to be made in 1996 and after, totaling approximately $11 million.
Securities commitments represented $1 million, and mortgage loan and real estate
commitments approximated $10 million. These commitments have been made in the
normal course of investment operations.
State life and health guaranty funds: As a condition of doing business, all
states and jurisdictions have adopted laws requiring membership in life and
health insurance guaranty funds. Member companies are subject to assessments
each year based on life, health or annuity premiums collected in the state. In
some states these assessments may be applied against premium taxes. The Company
has estimated its costs related to past insolvencies and has provided a reserve
included in other liabilities of $2.0 million and $1.6 million as of December
31, 1995 and 1994, respectively.
9. SUBSEQUENT EVENTS - UNAUDITED:
------------------------------
On April 1, 1996 Ameritas Life Insurance Corp. consummated an agreement with
American Mutual Life Insurance Company whereby Ameritas Variable Life Insurance
Company (AVLIC) became a wholly-owned subsidiary of a newly formed holding
company, AMAL Corporation. The agreement was announced March 11, 1996. The
holding company will contribute approximately $18 million of additional paid-in
capital to AVLIC. Under terms of the agreement the AMAL Corporation will
initially be 66% owned by Ameritas Life and 34% owned by American Mutual.
American Mutual has options to purchase an additional 15% interest over the next
five years if certain production requirements are met. Ameritas Life, American
Mutual and AMAL Corporation guarantee the obligations of AVLIC. This guarantee
will continue until AVLIC is recognized by a National Rating Agency as having a
financial rating equal to or greater than Ameritas Life, or until AVLIC is
acquired by another insurance company who has a financial rating by a National
Rating Agency equal to or greater than Ameritas Life and who agrees to assume
the guarantee; provided that if AML sells its interest in AMAL Corporation to
another insurance company who has a financial rating by a National Rating Agency
equal to or greater than that of AML, and the purchaser assumes the guarantee,
AML will be relieved of its obligations under the Guarantee.
Effective January 1, 1996, with the approval of the State of Nebraska
Insurance Department, AVLIC changed reserving methods used for most existing
products resulting in an increase in statutory surplus of approximately $23.4
million.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a) Financial Statements:
The financial statements of Ameritas Life Insurance Corp. are filed in Part
B. No financial statements will be included for Ameritas Life Insurance
Corp. Separate Account LLVA, as it had no assets or liabilities and had not
commenced operations as of the date of this registration statement.
Ameritas Life Insurance Corp.:
- Report of Deloitte & Touche LLP, independent auditors.
- Balance Sheets as of December 31, 1995 and 1994.
- Statements of Operations and Policyowners' Contingency Reserves for each
of the three years in the period ended December 31, 1995.
- Statements of Cash Flows for each of the three years in the period ended
December 31, 1995.
- Notes to Financial Statements for the three years in the period ended
December 31, 1995.
All schedules of the Company for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable or have been disclosed
in the Notes to the Financial Statements and therefore have been omitted.
There are no financial statements included in Part A.
1
<PAGE>
b) Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
(1) Resolution of Board of Directors of Ameritas Life
Insurance Corp. establishing Ameritas Life
Insurance Corp. Separate Account LLVA.
(2) Not applicable.
(3)(a) Principal Underwriting Agreement.
(3)(b) Form of Selling Agreement.
(4) Form of Variable Annuity Contract.
(5) Form of Application for Variable Annuity Contract.
(6)(a) Certificate of Incorporation of Ameritas Life
Insurance Corp.
(6)(b) Bylaws of Ameritas Life Insurance Corp.
(7) Not applicable.
(8)(a) Participation Agreement.
(8)(b) Proposed Participation Agreement.
(9) Opinion and consent of Norman M. Krivosha.
(10)(a) Independent Auditors' Consent.
(11) No financial statements are omitted from Item 23.
(12) Not applicable.
(13) Not applicable.
2
<PAGE>
Item 25. Directors and Officers of the Depositor.
Name and Principal Position and Offices
Business Address with Depositor
------------------ ---------------------
Lawrence J. Arth* Director, Chairman of the Board
and Chief Executive Officer
Kenneth C. Louis* Director, President and Chief
Operating Officer
Norman M. Krivosha* Executive Vice President, Secretary
and Corporate General Counsel
Jon C. Headrick* Executive Vice President-Investments
and Treasurer
James P. Abel** Director
Duane W. Acklie** Director
Robert C. Barth* Second Vice President and Assistant
Controller
Roxann Brennfoerder* Vice President - Pensions
Wayne E. Brewster* Vice President - Variable Sales
Robert W. Bush* Executive Vice President-Individual
Insurance
Jan M. Connolly* Vice President-Corporate Operations,
Planning and Quality
William W. Cook, Jr.** Director
Gerald B. Dimon* Vice President - Human Resources
Bert A. Getz** Director
William R. Giovanni* Senior Vice President and Chief
Executive Officer-Ameritas Investment
Corp.
James R. Haire* Senior Vice President - Corporate
Actuary and Strategic Development
Thomas D. Higley* Vice President - Individual Financial
Operations and Actuary
Leslie D. Inman* Vice President-Group Strategic
Alliances
Steven K. Isaacs* Vice President - Group Field Sales
Michael Jaskolka* Second Vice President - Information
Services
Marty L. Johnson* Second Vice President - Individual
Underwriting
Kenneth R. Jones* Vice President-Corporate Compliance
and Assistant Secretary
James R. Knapp** Director
Robert F. Krohn** Director
3
<PAGE>
William W. Lester* Vice President-Securities
Wilfred J. Maddux** Director
JoAnn M. Martin* Senior Vice President-Controller and
Chief Financial Officer
Anthony Mazzarelli, Jr.* Vice President-Individual Field Sales
Bruce R. McMullen, M.D.* Vice President and Medical Director
David C. Moore* Executive Vice President - Group and
Pensions
William W. Nelson* Vice President - Group Administration
Dale Niebuhr* Second Vice President-Internal Audit
Gary R. Raymond* Vice President - Group Actuary
Barry C. Ritter* Senior Vice President - Information
Services
Paul C. Schorr, III** Director
William C. Smith** Director
Donald R. Stading* Vice President and General Counsel -
Insurance and Assistant Secretary
Neal E. Tyner** Director
Kenneth L. VanCleave* Vice President - Group Marketing and
Managed Care
Richard W. Vautravers* Vice President - Ameritas Low-Load
Winston J. Wade** Director
Steven L. Welton* Vice President-Individual Marketing
* Principal business address: Ameritas Life Insurance Corp., 5900 "O" Street,
Lincoln, Nebraska 68510
** Principal address for: James P. Abel, NEBCO, Inc., P.O. Box 80268, Lincoln,
Nebraska 68501; Duane W. Acklie, Crete Carrier Corporation, P.O. Box 81228,
Lincoln, Nebraska 68501; William W. Cook, Jr., The Beatrice National Bank
and Trust Company, P.O. Box 100, Beatrice, Nebraska 68310; Bert A. Getz,
Globe Corporation, 3634 Civic Center Blvd., Scottsdale, Arizona 85251;
James R. Knapp, The Brookhollow Group, 535 Anton Boulevard, Suite 100,
Costa Mesa, California 92626; Robert F. Krohn, Krohn Corporation, 1427
South 85th Ave., Omaha, Nebraska 68124; Wilfred Maddux, Maddux Cattle
Company, P.O. Box 217, Wauneta, Nebraska 69045; Paul C. Schorr, III, ComCor
Holding, Inc., 6940 "O" Street, Suite 336, P.O. Box 57310, Lincoln,
Nebraska 68505, William C. Smith, William C. Smith & Co., Cornhusker Plaza,
Suite 401, 301 So. 13th Street, Lincoln, Nebraska 68508; Neal E. Tyner,
NET Consultants, 6940 O Street, Suite 324, Lincoln, Nebraska 68510;
Winston J. Wade, c/o PMI, Jockey Hollow Professional Park, P.O. Box 311,
Mendham, New Jersey 07945.
4
<PAGE>
Item 26
The depositor, Ameritas Life Insurance Corp., is a mutual life insurance company
domiciled in Nebraska. The Registrant is a segregated asset account of Ameritas
Life Insurance Corp.
The following chart indicates the persons controlled by or under common control
with Ameritas Life Insurance Corp.:
[GRAPHIC OMITTED]
Omitted chart shows Ameritas organization. ALIC with its separate accounts is at
the uppermost tier; second tier companies are: Ameritas Investment Advisors,
Inc., Ameritas Managed Dental Plan, Inc. Bankers Life Nebraska Company, First
Ameritas Life Insurance Corp. of New York, FMA Realty Inc., Pathmark Assurance
Company, Veritas Corp., AMAL Corporation*, third tier companies are Ameritas
Bankers Assurance Company which is owned by Bankers Life Nebraska Co., Ameritas
Investment Corp. and AVLIC with its separate accounts which are owned by AMAL
Corporation
(* AMAL Corporation is jointly owned by Ameritas and American Mutual Life
Insurance Company).
<PAGE>
Item 27. Number of Contractowners
As of June 7, 1996 there were 0 contractowners.
Item 28. Indemnification
Ameritas Life Insurance Corp.'s By-laws provide as follows:
"The Company shall indemnify any person who was, or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, officer or employee of
the Company or is or was serving at the request of the Company as a director,
officer or employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding to the full extent authorized
by the laws of Nebraska."
Section 21-2004 of the Nebraska Business Corporation Act, in general, allows
a corporation to indemnify any director, officer, employee or agent of the
corporation for amounts paid in settlement actually and reasonably incurred by
him or her in connection with an action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
In a case of a derivative action, no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his or her duty
to the corporation, unless a court in which the action was brought shall
determine that such person is fairly and reasonably entitled to indemnify for
such expenses which the Court shall deem proper.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
5
<PAGE>
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.
Item 29. Principal Underwriters
a) Ameritas Investment Corp. which will serve as the principal underwriter
for the variable annuity contracts issued through Ameritas Life Insurance
Corp. Separate Account LLVA, also serves as the principal underwriter for
variable life insurance contracts issued through Ameritas Life Insurance
Corp. Separate Account LLVL. Ameritas Investment Corp. also serves as
the principal underwriter for variable life insurance contracts issued
through Ameritas Variable Life Insurance Company Separate Account V, and
variable annuity contracts issued through Ameritas Variable Life
Insurance Company Separate Account VA-2.
b) The following table sets forth certain information regarding the officers
and directors of the principal underwriter, Ameritas Investment Corp.
Name and Principal Positions and Offices
Business Address with Underwriter
---------------- ----------------
Lawrence J. Arth* Director and Chairman of the Board
Kenneth C. Louis* Director, Senior Vice President
Norman M. Krivosha* Secretary and General Counsel
William R. Giovanni* Director, President and Chief
Executive Officer
Jon C. Headrick* Treasurer
D T Doan** Director and Senior Vice President
Thomas C. Godlasky** Director
Michael E. Sproule** Director
Kenneth R. Jones* Vice President-Corporate Compliance
and Assistant Secretary
Thomas C. Bittner* Vice President-Marketing and
Administration
Janell D. Winsor* Vice President-Retail Sales Manager
Alan R. Eveland* Vice President-Public Finance
* Principal business address: Ameritas Investment Corp., 5900 "O" Street,
Lincoln, Nebraska 68510.
** Principal business address: American Mutual Life Insurance Company, 611
Fifth Avenue, Des Moines, Iowa 50309
6
<PAGE>
Item 30. Location of Account and Records
The Books, records and other documents required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained at
Ameritas Life Insurance Corp., 5900 "O" Street, Lincoln, Nebraska 68510
Item 31. Management Services
Not applicable.
Item 32. Undertakings
a) Registrant undertakes to 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 to 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 Information, or (2) a post
card or similar written communication affixed to or included in the
prospectus that the applicant can remove and 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.
d) The Registrant is relying upon the Division of Investment Management
(Division) no-action letter of November 28, 1988 concerning annuities
sold in 403(b) plans and represents that the requirements of the
no-action letter have been, are and/or will be complied with.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ameritas Life Insurance Corp. Separate Account LLVA, certifies that it has duly
caused this Registration Statement be signed on its behalf by the undersigned
thereunto duly authorized in the City of Lincoln, County of Lancaster, State of
Nebraska on this 7th day of June, 1996.
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA, Registrant
AMERITAS LIFE INSURANCE CORP., Depositor
Attest: Norman M. Krivosha By: Lawrence J. Arth
-------------------- -----------------------
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 Officers of Ameritas Life
Insurance Corp. of Nebraska on the dates indicated.
SIGNATURE TITLE DATE
/s/ Lawrence J. Arth Director, Chairman of the Board June 7, 1996
--------------------- and Chief Executive Officer
Lawrence J. Arth
/s/ Kenneth C. Louis Director, President and June 7, 1996
--------------------- Chief Operating Officer
Kenneth C. Louis
/s/ Norman M. Krivosha Executive Vice President, June 7, 1996
--------------------- Secretary and Corporate
Norman M. Krivosha General Counsel
/s/ Jon C. Headrick Executive Vice President- June 7, 1996
--------------------- Investments and Treasurer
Jon C. Headrick
/s/ James P. Abel Director June 7, 1996
-------------------
James P. Abel
/s/ Duane W. Acklie Director June 7, 1996
-------------------
Duane W. Acklie
/s/ Robert C. Barth Second Vice President and June 7, 1996
------------------- Assistant Controller
Robert C. Barth
/s/ Roxann Brennfoerder Vice President - Pensions June 7, 1996
---------------------
Roxann Brennfoerder
/s/ Wayne E. Brewster Vice President - Varible Sales June 7, 1996
---------------------
Wayne E. Brewster
/s/ Robert W. Bush Executive Vice President - June 7, 1996
--------------------- Individual Insurance
Robert W. Bush
<PAGE>
SIGNATURE TITLE DATE
/s/ Jan M. Connolly Vice President - Corporate June 7, 1996
--------------------- Operations, Planning and Quality
Jan M. Connolly
/s/ William W. Cook, Jr. Director June 7, 1996
---------------------
William W. Cook, Jr.
/s/ Gerald B. Dimon Vice President - Human Resources June 7, 1996
---------------------
Gerald B. Dimon
/s/ Bert A. Getz Director June 7, 1996
---------------------
Bert A. Getz
/s/ William R. Giovanni Senior Vice President and Chief June 7, 1996
--------------------- Executive Officer - Ameritas
Investment Corp.
/s/ James R. Haire Senior Vice President - Corporate June 7, 1996
--------------------- Actuary and Strategic Development
James R. Haire
/s/ Thomas D. Higley Vice President and Individual June 7, 1996
--------------------- Financial Operations and Actuary
Thomas D. Higley
/s/ Leslie D. Inman Vice President - Group Strategic June 7, 1996
--------------------- Alliances
Leslie D. Inman
/s/ Steven K. Isaacs Vice President - Group June 7, 1996
--------------------- Field Sales
Steven K. Isaacs
/s/ Michael Jaskolka Second Vice President - June 7, 1996
--------------------- Information Services
Michael Jaskolka
/s/ Marty L. Johnson Second Vice President - June 7, 1996
--------------------- Individual Underwriting
Marty L. Johnson
/s/ Kenneth R. Jones Vice President - Corporate June 7, 1996
--------------------- Compliance and Assistant Secretary
Kenneth R. Jones
/s/ James R. Knapp Director June 7, 1996
---------------------
James R. Knapp
/s/ Robert F. Krohn Director June 7, 1996
---------------------
Robert F. Krohn
/s/ William W. Lester Vice President - Securities June 7, 1996
---------------------
William W. Lester
/s/ Wilfred J. Maddux Director June 7, 1996
---------------------
Wilfred J. Maddux
/s/ JoAnn M. Martin Senior Vice President - Controller June 7, 1996
--------------------- and Chief Financial Officer
JoAnn M. Martin
<PAGE>
SIGNATURE TITLE DATE
/s/ Anthony Mazzarelli, Jr. Vice President - June 7, 1996
------------------------ Individual Sales
Anthony Mazzarelli, Jr.
/s/ Bruce R. McMullen, M.D. Vice President - June 7, 1996
------------------------ Medical Director
Bruce R. McMullen, M.D.
/s/ David C. Moore Executive Vice President - June 7, 1996
--------------------- Group and Pensions
David C. Moore
/s/ William W. Nelson Vice President - Group June 7, 1996
--------------------- Administration
William W. Nelson
/s/ Dale Niebuhr Second Vice President - June 7, 1996
--------------------- Internal Audit
Dale Niebuhr
/s/ Gary R. Raymond Vice President - Group Actuary June 7, 1996
---------------------
Gary R. Raymond
/s/ Barry C. Ritter Senior Vice President - June 7, 1996
--------------------- Information Services
Barry C. Ritter
/s/ Paul C. Schorr, III Director June 7, 1996
---------------------
Paul C. Schorr, III
/s/ William C. Smith Director June 7, 1996
---------------------
William C. Smith
/s/ Donald R. Stading Vice President and General June 7, 1996
--------------------- Counsel - Insurance and Assistant
Donald R. Stading Secretary
/s/ Neal E. Tyner Director June 7, 1996
---------------------
Neal E. Tyner
/s/ Kenneth L. VanCleave Vice President - Group Marketing June 7, 1996
--------------------- and Managed Care
Kenneth L. VanCleave
/s/ Richard W. Vautravers Vice President - Ameritas June 7, 1996
---------------------- Low-Load
Richard W. Vautravers
/s/ Winton J. Wade Director June 7, 1996
---------------------
Winston J. Wade
/s/ Steven L. Welton Vice President - Individual June 7, 1996
--------------------- Marketing
Steven L. Welton
<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996.
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
EXHIBITS
TO
FORM N-4
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVA
<PAGE>
Exhibit Index
-------------
Exhibit Page
------- ----
99.B1 Resolution of Board of Directors of Ameritas Life
Insurance Corp. establishing Ameritas Life Insurance
Corp. Separate Account LLVA.
99.B3a Principal Underwriting Agreement.
99.B3b Form of Selling Agreement.
99.B4 Form of Variable Annuity Contract
99.B5 Form of Application for Variable Annuity Contract
99.B6a Certificate of Incorporation of Ameritas Life Insurance Corp.
99.B6b Bylaws of Ameritas Life Insurance Corp.
99.B8a Participation Agreement
99.B8b Proposed Participation Agreement
99.B9 Opinion and consent of Norman M. Krivosha
99.10a Independent Auditors' Consent
EX-99.B1
Resolution of Board of Directors of Ameritas Life Insurance Corp.
establishing Ameritas Life Insurance Corp. Separate Account LLVA.
<PAGE>
RESOLUTION #2
BE IT RESOLVED, that the Executive Committee of the Board of Directors
of Ameritas Life Insurance Corp. ("Company"), pursuant to the provisions of
Section 44-402.01 of the Nebraska Insurance Code, hereby establishes a separate
account designated "Ameritas Life Insurance Corp. Separate Account LLVA"
(hereinafter "Separate Account") for the following use and purposes, and subject
to such conditions as hereinafter set forth:
FURTHER RESOLVED, that Separate Account is established for the purpose
of providing for the issuance by the Company of variable annuity contracts, and
shall constitute a separate account into which are allocated amounts paid to or
held by the Company under such annuity contracts; and
FURTHER RESOLVED, that the income, gains and losses, whether or not
realized, from assets allocated to Separate Account shall, in accordance with
the annuity contracts, be credited to or charged against such account without
regard to other income, gains, or losses of the company; and
FURTHER RESOLVED, that Separate Account shall be divided into
Investment Subdivisions, each Investment Subdivision in Separate Account shall
invest in the shares of a designated mutual fund portfolio and net premiums
under annuity contracts shall be allocated to the eligible portfolios set forth
in the annuity contracts in accordance with instructions received from owners of
the contracts; and
FURTHER RESOLVED, that the Board of Directors expressly reserves the
right to add or remove any Investment Subdivision of Separate Account as it may
hereafter deem necessary or appropriate; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, and Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and they hereby
are, severally authorized to invest such amount or amounts of the Company's cash
in Separate Account or in any Investment Subdivision thereof as may be deemed
necessary or appropriate to facilitate the commencement of Separate Account's
operations and/or to meet any minimum capital requirements under the Investment
Company Act of 1940; and
FURTHER RESOLVED, that the Chairman of the Board,
<PAGE>
President, any Vice President, the Treasurer, the Secretary, or any Assistant
Vice President, and each of them, with full power to act without the others, be,
and they hereby are, severally authorized to transfer cash from time to time
between the Company's general account and Separate Account as deemed necessary
or appropriate and consistent with the terms of the annuity contracts; and
FURTHER RESOLVED, that the Board of Directors of the Company reserves
the right to change the designation of Separate Account hereafter to such other
designation as it may deem necessary or appropriate; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, with such assistance
from the Company's independent certified public accountants, legal counsel and
independent consultants or others as they may require, be and they hereby are,
severally authorized and directed to take all action necessary to: (a) Register
Separate Account as a unit investment trust under the Investment Company Act of
1940, as amended; (b) Register the annuity contracts in such amounts, which may
be an indefinite amount, as the said officers of the Company shall from time to
time deem appropriate under the Securities Act of 1933; and (c) Take all other
actions which are necessary in connection with the offering of said annuity
contracts for sale and the operation of Separate Account in order to comply with
the Investment Company Act of 1940, the Securities Exchange Act of 1934, the
Securities Act of 1933, and other federal laws, including the filing of any
amendments to registration statements, any undertakings, and any applications
for exemptions from the Investment Company Act of 1940 or other applicable
federal laws as the said officers of the Company shall deem necessary or
appropriate; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, hereby are severally
authorized and empowered to prepare, execute and cause to be filed with the
Securities and Exchange Commission on behalf of Separate Account and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the annuity contracts and
any and all amendments to the foregoing on behalf of Separate Account and the
Company on behalf of and as attorneys-in-fact for the principal executive
officer and/or the principal financial officer and/or the principal accounting
officer and/or any
<PAGE>
other officer of the company; and
FURTHER RESOLVED, that Norman M. Krivosha, Secretary, is appointed as
agent for service under any such registration statement, duly authorized to
receive communication and notices from the Securities and Exchange Commission
with respect thereto; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, hereby is severally
authorized on behalf of Separate Account and on behalf of the Company to take
any and all action that each of them may deem necessary or advisable in order to
offer and sell the annuity contracts, including any registrations, filings and
qualifications both of the Company, its officers, agents and employees, and of
the policies, under the insurance and securities laws of any of the states of
the United States of America or other jurisdictions, and in connection therewith
to prepare, executive, deliver and file all such applications, reports,
covenants, resolutions, applications for exemptions, consents to service of
process and other papers and instruments as may be required under such laws, and
to take any and all further action which the said officers or legal counsel of
the Company may deem necessary or desirable (including entering into whatever
agreements and contracts may be necessary) in order to maintain such
registrations or qualifications for as long as the said officer or legal counsel
deem it to be in the best interests of Separate Account and the Company; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and they hereby
are, severally authorized in the names and on behalf of Separate Account and the
Company to execute and file irrevocable written consents on the part of Separate
Account and of the Company to be used in such states wherein such consents to
service of process may be requisite under the insurance or securities laws
therein in connection with said registration or qualification of the annuity
contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of Separate Account
and of the Company for the purpose of receiving and accepting process; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power
<PAGE>
to act without the others, be, and hereby is severally authorized to establish
procedures under which the Company will institute procedures for providing
voting rights for owners of the annuity contracts with respect to securities
owned by Separate Account; and
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, is hereby severally
authorized to execute such agreement or agreements as deemed necessary and
appropriate (i) with Ameritas Investment Corp. ("AIC") or other qualified entity
under which AIC or such other entity will be appointed principal underwriter and
distributor for the annuity contacts and (ii) with one or more qualified banks
or other qualified entities to provide administrative and/or custodial services
in connection with the establishment and maintenance of Separate Account and the
design, issuance, and administration of the annuity contracts.
FURTHER RESOLVED, that because Separate Account will invest solely in
the securities issued by specific mutual fund corporations registered under the
Investment Company Act of 1940, the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President and
each of them, without full power to act without the others, are hereby severally
authorized to execute whatever agreements as may be necessary or appropriate to
enable such investments to be made.
FURTHER RESOLVED, that the Chairman of the Board, President, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, such full power to act without the others are hereby severally
authorized to execute and deliver such agreements and other documents and do
such acts and things as each of them may deem necessary or desirable to carry
out the foregoing resolutions and the intent and purposes thereof.
EXECUTIVE COMMITTEE
October 26, 1995
EX-99.B3a
Principal Underwriting Agreement.
EX-99.B3b
Form of Selling Agreement
<PAGE>
SELLING AGREEMENT
AGREEMENT, made on this ________ day of __________________, 19___, by and
between Ameritas Variable Life Insurance Company ("AVLIC"), a Nebraska
Corporation,; Ameritas Life Insurance Corp.; ("Ameritas"), a Nebraska
Corporation; Ameritas Investment Corp., a Nebraska Corporation, and
________________________ ("Broker/Dealer") a _________________ Corporation.
WHEREAS, AVLIC issues certain variable insurance policies ("Policies"),
described in this Agreement, which are deemed securities under the Securities
Act of 1933, ("1993 Act"); and
WHEREAS, Ameritas issues traditional life insurance and annuity policies
(also referred to as "Policies"); and a listing of such policies is attached
hereto as Exhibit B, and is incorporated herein by this reference: and
WHEREAS, Ameritas Investment Corp. is duly licensed as a Broker/Dealer with
the National Association of Securities Dealers, Inc. ("NASD") and the Securities
and Exchange Commission ("SEC") and,
WHEREAS, Broker/Dealer is duly licensed as a Broker/Dealer with the NASD
and the SEC, and
WHEREAS, AVLIC has appointed Ameritas Investment Corp. as the Underwriter
of the Policies and has vested Ameritas Investment Corp. with the authority and
responsibility for training and supervising its registered representatives, and
WHEREAS, AVLIC proposes to have Broker/Dealers representatives
("Representative(s)") who are also duly licensed insurance agents solicit sales
of the Policies, and
WHEREAS, Ameritas Investment Corp. delegates to Broker/Dealer, to the
extent legally permitted, training and certain administrative responsibilities
and duties,
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties hereto agree as follows:
A. APPOINTMENT
AVLIC, Ameritas, and Ameritas Investment Corp. hereby appoint Broker/Dealer
to supervise solicitations of the Policies, and to facilitate solicitations of
sales of the Policies which are described in Exhibit A and Exhibit B, which are
attached hereto and incorporated by reference.
B. REPRESENTATIONS
1. Ameritas Investment Corp., AVLIC, Ameritas, and Broker/Dealer each
represents to the other, that it and the undersigned officers have full power
and authority to enter into this Agreement.
2. Ameritas Investment Corp. represents to Broker/Dealer that it is
registered as a Broker/Dealer under the Securities Exchange Act of 1934 ("1934
Act") and under the Blue Sky Laws of each jurisdiction in which such
registration is required for the sale of the Policies; and, that Ameritas
Investment Corp. is a member of the NASD.
3. Broker/Dealer represents to Ameritas Investment Corp. that it is
registered as a Broker/Dealer under the 1934 Act and under the Blue Sky Laws of
each jurisdiction in which such registration is required for the sale of the
Policies; and, that Broker/Dealer is a member of the NASD.
4. AVLIC presents to Broker/Dealer that the Policies, including related
separate accounts, shall comply with the registration and all other applicable
requirements of the 1933 Act and the Investment Company Act of 1940, and the
rules and regulations thereunder, including the terms of any order of the SEC
with respect thereto.
5. Ameritas represents to Broker/Dealer that it is licensed to issue
insurance in certain states, a listing of said states to be provided to
Broker/Dealer with this Agreement.
6. Ameritas represents to Broker/Dealer that the Policies it issues have
been duly filed and approved by the state insurance departments in those
jurisdictions where it is authorized to transact business.
7. AVLIC represents to Broker/Dealer that the Policy prospectus included
in AVLIC's Registration Statement as described in Exhibit A and in post-
effective amendments thereto, and any supplements thereto, as filed or to be
filed with the SEC, as of their respective effective dates, contain or will
contain, all statements and information which are required to be stated therein
by the 1933 Act and in all respects conform or will conform, to the
requirements thereof, and neither any prospectus, nor any supplement thereof,
includes or will include, any untrue statement of a material fact, or omits or
will omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that the
foregoing representations shall not apply to information contained in or omitted
from any prospectus or supplement in reliance upon, and in conformity with,
written information furnished to AVLIC by Broker/Dealer specifically for use in
the preparation thereof. The foregoing representations also shall not apply to
information contained in or omitted from any prospectus or supplement of any
underlying mutual fund.
C. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES AND STATE INSURANCE LAWS
Broker/Dealer agrees to abide by all rules and regulations of the NASD,
including its Rules of Fair Practice, and to comply with all applicable state
and federal laws and the rules and regulations of authorized regulatory agencies
affecting the sale of the Policies.
D. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
Broker/Dealer shall assist AVLIC, Ameritas, and Ameritas Investment Corp.
in the licensing and/or appointment of Representatives under applicable
insurance laws to sell the Policies. Broker/Dealer shall fulfill all
requirements set forth below in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of AVLIC and
Ameritas. All such licensing/appointment papers should be submitted by the
Broker/Dealer to AVLIC or Ameritas as it may from time to time request.
Broker/Dealer understands that AVLIC and Ameritas reserves the right to refuse
to appoint any Representative or, once appointed, to thereafter terminate the
same.
Further, Broker/Dealer hereby certifies and represents to AVLIC, Ameritas
Investment Corp., and Ameritas that all the following requirements will be
fulfilled by the Broker/Dealer in conjunction with the submission of
licensing/appointment papers for all applicants as agents of AVLIC and/or
Ameritas. Broker/Dealer will, upon request, forward proof of compliance with
same to AVLIC or Ameritas Investment Corp., or Ameritas in a timely manner.
1. Broker/Dealer has made a thorough and diligent inquiry and investigation
relative to each applicant's identity, residence and business reputation and
declares that each applicant is personally known to the Broker/Dealer, has been
examined by it, is known to be of good moral character, has a good business
reputation, is reliable, is financially responsible and is worthy of a
securities and a life insurance license. Each individual is trustworthy,
competent and qualified to act as an agent for AVLIC and/or Ameritas and to hold
himself or herself out in good faith to the general public. The Broker/Dealer
vouches for each applicant.
2. Broker/Dealer has on file all forms required by the NASD, state
insurance, and securities licensing authorities, which forms have been completed
by each applicant. Broker/Dealer has fulfilled all the necessary investigative
requirements for the registration of each applicant as a registered
representative through the Broker/Dealer, and each applicant is presently
registered as an NASD registered representative and licensed with applicable
state licensing authorities. The above information in the Broker/Dealer files
indicates no fact or condition which would disqualify the applicant from
receiving or maintaining a securities or life insurance license and all the
findings of all investigative information are favorable.
3. Broker/Dealer certifies that all educational requirements have been met
for all states for which the applicant is requesting a securities or life
insurance license, and that all such persons have fulfilled the appropriate
examination, education and training requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a securities
or life insurance license, Broker/Dealer certifies that those items forwarded to
AVLIC, Ameritas Investment Corp, or Ameritas are those of the applicant and the
securities registration is a true copy of the original.
<PAGE>
5. Broker/Dealer hereby warrants that the applicant is not applying for
a securities or life insurance license with AVLIC in order to place insurance
chiefly and solely on his life or lives of his relatives.
6. Broker/Dealer certifies that each applicant will receive close and
adequate supervision in connection with the sale of policies issued by Ameritas,
and/or AVLIC, and that the Broker/Dealer will make inspections when needed of
any or all risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
7. Broker/Dealer will not permit any applicant to act as a life insurance
agent until duly licensed therefore. No applicants have been given a contact or
furnished supplies, nor have any applicants been permitted to write, solicit
business, or act as an agent in any capacity, and they will not be so permitted
until they have met the licensing and appointment requirements of relevant
states' laws.
E. SUPERVISION OF REPRESENTATIVE
Broker/Dealer, shall have full responsibility for the training and
supervision of all Representatives associated with Broker/Dealer who are engaged
directly or indirectly in the offer or sale of the Policies and all such persons
shall be subject to the control of Broker/Dealer with respect to such persons'
activities in connection with the sale of the Policies. Broker/Dealer shall
comply with the administrative procedures of AVLIC and/or Ameritas involving
federal securities law and state insurance law. Before Representatives engage in
the solicitation of applications for the Policies, the Broker/Dealer will cause
(1) the Representatives to be trained in the sale of the Policies: (2) the
Representatives to qualify under applicable federal and state laws to engage
in the sale of the Policies; (3) the Representatives to be registered
representatives of Broker/Dealer and (4) will cause such Representatives to
limit solicitation of applications for the Policies to jurisdictions where
AVLIC or Ameritas has authorized such solicitation. Broker/Dealer shall cause
such Representatives' qualifications to be certified to the satisfaction of
Ameritas Investment Corp. or AVLIC , or Ameritas and shall notify Ameritas
Investment Corp. if such Representative ceases to be a registered representative
of Broker/Dealer. Broker/Dealer shall also cause all sales of the policies to
be reviewed for suitability as provided for in the rules of the NASD.
Broker/Dealer is specifically charged with the responsibility of supervising
and reviewing Representative's use of sales literature and advertising and all
other communications with the public in connection with the Policies. Upon
request by Ameritas Investment Corp., Broker/Dealer shall furnish appropriate
records or other documentation to evidence Broker/Dealer's diligent supervision.
F. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to supervision of
Broker/Dealer or otherwise fails to meet the rules and standards imposed by
Broker/Dealer or its Representatives, Broker/Dealer shall certify such fact to
Ameritas Investment Corp. and shall immediately notify such Representative that
he or she is no longer authorized to sell the Policies, and Broker/Dealer shall
take whatever additional action may be necessary to terminate the sales
activities of such Representative relating to the Policies.
G. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker/Dealer shall be provided, without any expense to Broker/Dealer, with
prospectuses for AVLIC's 1933 Act Registration Statement as described in Exhibit
A, any post-effective amendments or supplements thereto, and the 1933 Act
Registration Statement for the underlying mutual funds and any post-effective
amendments or supplements thereto, or other such prospectuses as may be needed
to properly solicit the Policies and such other material as Ameritas Investment
Corp. determines to be necessary or desirable for use in connection with sales
of the Policies. No sales promotion materials or advertising relating to the
Policies shall be used by Broker/Dealer unless the specific item has been
approved in writing by Ameritas Investment Corp. No representations in
connection with the sales of the Policies, other than those contained in the
Prospectus, sales promotion materials or advertising applicable to the Policies
which have been preapproved in writing by Ameritas Investment Corp., shall be
made by the Broker/Dealer or its Representatives.
H. SECURING APPLICATIONS
All applications for Policies shall be made on application forms supplied
by AVLIC or Ameritas. Broker/Dealer will review all sales for suitability and
all applications for completeness and correctness as to form. Broker/Dealer will
cause all complete and correct applications for suitable transactions to be
promptly forwarded to AVLIC or Ameritas, together with any payments received
with the applications, without deduction for compensation. AVLIC or Ameritas
reserves the right to reject any Policy application and turn any payment made in
connection with an application which is rejected. Policies issued on accepted
applications by AVLIC and/or Ameritas will be forwarded to the owner of the
policy ("Policyowner") in accordance with the administrative procedures of
AVLIC.
I. PAYMENTS RECEIVED BY BROKER/DEALER
All premium payments (hereinafter collectively referred to as ("Payments")
are the property of AVLIC and shall be transmitted to AVLIC or Ameritas by
Broker/Dealer immediately in accordance with the administrative procedures of
AVLIC and/or Ameritas, without any deduction or offset for any reason, including
by example but not limitation, any deduction or offset for compensation claimed
by Broker/Dealer. CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "AMERITAS
VARIABLE LIFE INSURANCE COMPANY" or "AMERITAS LIFE INSURANCE CORP," as
applicable.
J. COMMISSIONS PAYABLE
Commissions payable in connection with the policies shall be paid to the
Broker/Dealer or, at the request and with the permission of the Broker/Dealer,
in the states listed on Schedule E, to the Broker/Dealer or to a Compensation
Administrator on behalf of the Broker/Dealer's Registered Representative.
Broker/Dealer's request and permission must be in writing. In those instances
where the Broker/Dealer or a Compensation Administrator receives commissions on
behalf of the Registered Representative or shares commissions with the
Registered Representative, the Broker/Dealer will remain responsible as set out
herein, for recordkeeping, training, state licensing, and supervising the
Registered Representative's activities for compliance with the Federal and State
Securities Laws, State Insurance Laws, and the NASD Rules. These commissions
will be paid as a percentage of payments received in cash or other legal tender
and accepted by AVLIC and/or Ameritas on applications obtained by the
Representatives of the Broker/Dealer. Upon termination of this Agreement,
all compensation to the Broker/Dealer hereunder shall cease; however,
Broker/Dealer shall continue to be liable for any chargebacks pursuant to
Sections M and N of this Agreement or for any other amounts advanced by or
otherwise due Ameritas Investment Corp., AVLIC, or Ameritas. We reserve the
right to pay reduced commission if a new policy is issued and an existing
policy on the same life is terminated or lapses (a) within six months prior to
the date of the application for the new policy; or (b) within twelve months
after the issue date of the new policy.
K. TIME OF PAYMENT
Ameritas Investment Corp. or Ameritas shall pay any compensation due
Broker/Dealer in a timely manner.
L. CHANGE OF COMMISSION SCHEDULE
AVLIC or Ameritas may, upon at least sixty (60) days prior written notice
to Broker/Dealer, change the Commission Schedules. Any such change shall be by
written amendment of the particular schedule or schedules and shall apply to
compensation due on applications received by AVLIC or Ameritas on or after the
effective date of such change.
M. FINANCIAL PLANNING OR OTHER FEES
Neither Broker/Dealer nor any Representative associated with Broker/Dealer
may accept from any individual or entity any share of financial planning or
other fee income, either directly or indirectly derived from the sale of
Policies sold pursuant to this Agreement, unless permitted to do so by Federal
law and State law of the State in which the Broker/Dealer or Representative(s)
is/are licensed to do business. It shall be the sole responsibility of
Broker/Dealer to ensure that all Representatives associated with Broker/Dealer
do not accept such income.
If Federal law and the State law of the State in which the Broker/Dealer or
Representative(s) is/are licensed to do business permits an insurance agent to
accept commission payments and financial planning or other fee income from the
sale of a Policy it shall be the sole responsibility of Broker/Dealer, before
accepting such a fee or permitting Representative to accept such fees, to ensure
that Broker/Dealer and each Representative associated with it have
<PAGE>
secured any and all licenses necessary to charge fees as may be required by
Federal law, by Ameritas, or by the laws of the State or States in which
Broker/Dealer or Representative is licensed to solicit insurance.
N. CANCELLATION OF POLICY
If AVLIC or Ameritas is required to refund premiums or return accumulation
values and waive surrender charges on any Policy for any reason; then, no
commission will be payable with respect to said Payments and any commission
previously paid for said Payments must be refunded to Ameritas Investment Corp.
If AVLIC or Ameritas is required to pay a death benefit on an annuity policy
(the greater of the premiums paid or the accumulation value to the policy
beneficiary without surrender or withdrawal charges) within one year of the
policy date and the death was not accidental, AVLIC, AIC or Ameritas may, in its
sole discretion, require the refund of the commission paid. Ameritas Investment
Corp. agrees to notify Broker/Dealer within thirty (30) days after it receives
notice from AVLIC or Ameritas of any premium refund or a commission chargeback.
Any refund of commission which Broker/Dealer must make under this Section shall
be netted (charged back) against Broker/Dealer's next month's commissions.
Broker/Dealer shall be liable for any commission refund in excess of commissions
payable to Broker/Dealer.
0. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
1. AVLIC will indemnify and hold harmless Broker/Dealer from any and all
losses, claims, damages or liabilities for actions in respect thereof, to which
Broker/Dealer may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained in the prospectus or AVLIC
prepared sales or advertising material for any of the Policies or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will provide
Broker/Dealer with appropriate legal representation in connection with
investigating or defending against such loss, claim, damage, liability or action
in respect thereof; provided, however, that AVLIC shall not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or omission or alleged omission made
in the prospectus for any of the Policies or any amendment or supplement or the
related mutual fund prospectus and statement of additional information or any
amendment or supplement of the related mutual fund prospectus and statement of
additional information or any amendment of supplement in reliance upon and in
conformity with information furnished by Broker/Dealer specifically for use in
the preparation thereof.
AVLIC shall not indemnify Broker/Dealer for any action where an applicant
for any of the Policies was not furnished or sent or given, at or prior to
written confirmation of the sale of the Policies, a copy of the appropriate
prospectus together with the related mutual fund prospectus, the fund statement
or additional information if requested, and any supplements or amendments to
either furnished to Broker/Dealer by AVLIC.
The foregoing indemnities shall, upon the same terms and conditions.,
extend to and insure to the benefit of each director and officer of
Broker/Dealer and any person controlling Broker/Dealer.
2. Ameritas, AVLIC and Ameritas Investment Corp. shall indemnify and hold
harmless Broker/Dealer against any losses, claims, damages or liabilities (or
actions in respect thereof), to which Broker/Dealer may become subject, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
result from negligent, fraudulent or unauthorized acts or omissions by Ameritas,
AVLIC and Ameritas Investment Corp. or their employees.
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of Broker/Dealer and
any person controlling Broker/Dealer.
3. Broker/Dealer shall indemnify and hold harmless Ameritas Investment
Corp., AVLIC and Ameritas from any and all losses, claims, damages or
liabilities (or actions in respect thereof) to which Ameritas Investment Corp.,
AVLIC or Ameritas may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
negligent, improper, fraudulent or unauthorized acts or omissions by
Broker/Dealer, its employees or sales personnel or principals, including but not
limited to improper solicitations of applications for the Policies.
Broker/Dealer shall indemnify and hold harmless Ameritas Investment
Corp., AVLIC or Ameritas for any losses, claims, damages or liabilities (or
actions in respect thereof) to which Ameritas Investment Corp., AVLIC or
Ameritas may become subject, insofar as the losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
unauthorized use of sales materials or advertisements or any oral or written
misrepresentations or any unlawful sales practices concerning the Policies or
underlying mutual fund shares, by Broker/Dealer.
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of Ameritas Investment
Corp., AVLIC and Ameritas and any person controlling Ameritas Investment Corp.,
AVLIC or Ameritas. The foregoing indemnities shall not extend to losses, claims,
damages or liabilities (or actions in respect thereto) arising out of death
claims related to the mortality risks of the Policies.
4. Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim is to be
made against the indemnifying party, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may otherwise have to any
indemnified party. In case any such action shall be brought against any
indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in, and, to the extent that it shall wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party. After notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expense subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.
P. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent.
Q. NON-WAIVER PROVISION
Failure of any party to terminate this Agreement for any of the causes set
forth in this Agreement will not institute a waiver, of the right to terminate
this Agreement at a later time for any of these causes.
R. AMENDMENTS
No amendment to this Agreement will be effective unless it is in writing
and signed by all the parties hereto.
S. INDEPENDENT CONTRACTORS
Broker/Dealer and its Representatives are independent contractors with
respect to AVLIC, Ameritas and Ameritas Investment Corp.
T. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
Broker/Dealer agrees to notify Ameritas Investment Corp. in a timely
fashion of any disciplinary proceedings against any of Broker/Dealer's
Representatives soliciting sales of the Policies or any threatened or filed
arbitration action or civil litigation arising out of Broker/Dealer's
solicitation of the Policies.
U. BOOKS AND RECORDS
AVLIC, Ameritas Investment Corp., Ameritas and Broker/Dealer agree to
maintain the books, accounts and records so as to clearly and accurately
disclose the nature and details of transactions and to assist each other in the
timely preparation of records. Ameritas Investment Corp. and Broker/Dealer shall
each submit such records to the regulatory and administrative bodies which have
jurisdiction over AVLIC, Ameritas or the underlying mutual fund shares. Each
party to this Agreement shall promptly furnish to the other party any reports
and information which the other party may request for the purpose of meeting its
reporting and recordkeeping requirements under the insurance laws of any state,
and under the federal and state securities laws or the rules of the NASD.
<PAGE>
V. CONFIRMATIONS
Upon or prior to completion of each transaction for which the issuance of
a confirmation is legally required, a confirmation reflecting the fact of the
transaction and those items required under SEC Rule 10b-10 will be promptly
forwarded to the Policyowner by AVLIC on Ameritas Investment Corp.'s behalf. A
copy of such confirmations will be made available to Broker/Dealer upon request.
W. REPLACEMENTS OR ROLLOVERS
Broker/Dealer expressly agrees that neither it nor its agents will engage
in any course of conduct to replace policies issued by AVLIC or Ameritas or
recommend or cause the surrenders of cash sales of the Policies sold under the
contract to purchase or exchange for insurance policies or contracts issued by
other insurance companies.
X. CONFIDENTIALITY OF INFORMATION
AVLIC, Ameritas, Ameritas Investment Corp. and Broker/Dealer respectively
agree that all Policyowner facts or information received by an party hereto
shall remain confidential as to all parties unless such information is required
by any regulatory authority or court of competent jurisdiction.
Y. LIMITATIONS
No party other than AVLIC or Ameritas shall have the authority on behalf of
AVLIC or Ameritas to make, alter, or discharge any Policy issued by AVLIC or
Ameritas, to waive any forfeiture or to grant, permit, or to extend the time of
making any Payments, or to alter, the forms which AVLIC or Ameritas may
prescribe or substitute other forms in place of those prescribed by AVLIC or
Ameritas; or to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of AVLIC or Ameritas.
Z. TERMINATION
This Agreement maybe terminated:
1. At the option of any party upon one (1) months' written notice to the
other parties.
2. At the option of Ameritas Investment Corp. in the event that formal
administrative proceedings are instituted against the Broker/Dealer by the NASD,
SEC, any state Insurance Commissioner or any other regulatory body regarding
Broker/Dealer duties under this Agreement or related to the sale of the
Policies, and that Ameritas Investment Corp. determines in its sole judgment
exercised in good faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Broker/Dealer to perform its
obligations under this Agreement.
3. At the option of Broker/Dealer in the event that any of the underlying
funds are not registered, issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of such shares as the
underlying investment media of the Policies issued or to be issued by AVLIC.
4. At the option of Broker/Dealer if the underlying fund(s) ceases to
qualify as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code of 1954, as amended.
5. At the option of AVLIC, Ameritas Investment Corp., or Ameritas if (a)
AVLIC, Ameritas Investment Corp., Ameritas, shall determine in their sole
judgment exercised in good faith that Broker/Dealer has suffered a material
adverse change in its business or financial condition or is subject to material
adverse publicity and such material adverse change or material adverse publicity
will have a material adverse impact upon the business and operations of either
AVLIC or Ameritas Investment Corp., (b) AVLIC, Ameritas Investment Corp., or
Ameritas shall notify Broker/Dealer in writing of such determination and their
intent to terminate this Agreement and (c) after considering the actions taken
by Broker/Dealer and any other changes in circumstances since the giving of such
notice, such termination of AVLIC, Ameritas Investment Corp., or Ameritas shall
continue to apply on the sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective day of termination.
6. At the option of any party hereto upon the breach by any party of the
covenants and terms of this Agreement.
ZZ. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall remain in
full force and effect.
ZZZ. NET REMIT PROGRAM
a) PREREQUISITES. This program is only available in Variable Annuity sales
for carrying or clearing Broker/Dealers. Broker/Dealers must have specific
written authorization to hold customer funds in brokerage accounts. They must
also have the customer's authorization to forward amounts due AVLIC from the
funds in the brokerage accounts. Broker/Dealer participating in this program
represent that they meet the prerequisites by having the necessary written
customer authorizations, and agreeing to adhere to the terms of Part b) of this
Section ZZZ. AVLIC authorizes Broker/Dealer to take part in the Net Remit
Program based upon these representations.
b) THE PROGRAM. Broker/Dealer participating in the Net Remit Program must
always identify both the gross and net amounts on each payment forwarded to
AVLIC. Payments received without such designations will be applied as gross
payments with commissions to be paid. All payments received by the Broker/Dealer
are the property of AVLIC and must be transmitted immediately in accordance with
the administrative procedures of AVLIC, subject only to the deduction by
Broker/Dealer of the appropriate commission from such payments.
This Agreement will be construed in accordance with the laws of the State
of Nebraska.
Ameritas Variable Life Insurance Company
by ___________________________________________________
Ameritas Investment Corp.
by ___________________________________________________
Ameritas Life Insurance Corp.
by ___________________________________________________
Broker/Dealer
by ___________________________________________________
<PAGE>
AMERITAS VARIABLE LIFE INSURANCE COMPANY PRODUCTS
EXHIBIT A
COMMISSION AND EXPENSE REIMBURSEMENT SCHEDULE
OVERTURE LIFE (Registration No. 33-1576)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4001 (Variable Life), shall receive commission as stated below.
Only those premium payments received by AVLIC in the first 12 months of any
Policy are commissionable. The Commission Schedule is as follows:
ALL SALES 5.0%
OVERTURE ANNUITY (Registration No. 33-14774)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4780 (Variable Annuity), shall receive commission as stated below.
Only those premium payments received by AVLIC in the first 12 months of any
Policy are commissionable.
ATTAINED AGE PERCENT OF PREMIUM PAID
------------ -----------------------
0-70 5.0%
71+ 4.2%
For Policy Form #4780, a service fee of .2% of the total Policy accumulation
value will be paid after the end of each policy year to reimburse the
broker/dealer for administrative costs incurred in servicing the Policy.
OVERTURE ANNUITY II (Registration No. 33-33844)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4782 (Variable Annuity II), shall receive commission as stated
below:
ATTAINED AGE FIRST YEAR RENEWAL
------------ ---------- -------
0-70 5.0% 5.0%
71+ 4.2% 4.2%
For Policy Form #4782, a service fee of .2% of the total Policy accumulation
value will be paid after the end of each policy year to reimburse the
broker/dealer for administrative costs incurred in servicing the Policy. There
may be a 100% chargeback of commission on policies where the annuitant dies from
non-accidental causes during the first policy year.
OVERTURE ANNUITY III (NON TAX QUALIFIED) (Registration No. 33-58642)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4784 (Variable Annuity III), shall receive commission as stated
below:
ATTAINED AGE FIRST YEAR RENEWAL
------------ ---------- -------
0-65 5.25% 5.25%
66-70 5.00% 5.00%
71-75 4.25% 4.25%
76-80 3.25% 3.25%
81-85 2.45% 2.45%
For Policy Form #4784, an annual service fee of .25% of the total Policy
accumulation value will be paid at the end of each policy quarter after the
first policy year, to reimburse the broker/dealer for administrative costs
incurred in servicing the Policy. There may be a 100% chargeback of commission
on policies where the annuitant dies from non-accidental causes during the first
policy year.
<TABLE>
<CAPTION>
OVERTURE ANNUITY III (TAX QUALIFIED) (Registration No. 33-58642)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4784 (Variable Annuity III), shall receive commission as stated
below:
<S> <C> <C> <C>
ATTAINED AGE POLICY YEAR BELOW $2000 $2000 & ABOVE
------------ ----------- ----------- -------------
0-65 1 4.25% 5.25%
0-65 2-on 4.25% 5.25%
ATTAINED AGE POLICY YEAR BELOW $2000 $2000 & ABOVE
------------ ----------- ----------- -------------
66-70 1 4.00% 5.00%
66-70 2-on 4.00% 5.00%
ATTAINED AGE POLICY YEAR BELOW $2000 $2000 & ABOVE
------------ ----------- ----------- -------------
71-80 1 3.25% 4.25%
71-80 2-on 3.25% 4.25%
ATTAINED AGE POLICY YEAR BELOW $2000 $2000 & ABOVE
------------ ----------- ----------- -------------
81-85 1 1.45% 2.45%
81-85 2-on 1.45% 2.45%
</TABLE>
<PAGE>
OVERTURE ANNUITY III (TAX QUALIFIED) (CONTINUED)
A lower commission is paid on all premium received while the cumulative premium
is less than $2,000. When the cumulative premium since issue of the policy,
equals or exceeds $2,000, then a greater commission is paid on that and all
subsequent premiums.
For Policy Form #4786, an annual service fee of .25% of the total policy
accumulation value will be paid at the end of each policy quarter after the
first policy year, to reimburse the broker/dealer for administrative costs
incurred in servicing the Policy. There may be a 100% chargeback of commission
on policies where the annuitant dies from non-accidental causes during the first
policy year.
OVERTURE ANNUITY IIIP (Registration No. 33-98848)
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #4786 (Variable Annuity IIIP), shall receive commission as stated
below:
<TABLE>
<CAPTION>
SCHEDULE A
<S> <C> <C> <C>
ATTAINED AGES POLICY YEAR BELOW $2000* $2000 & ABOVE
------------- ----------- ------------ -------------
0-75 1 4.25% 5.25%
0-75 2-on 4.25% 5.25%
ATTAINED AGES POLICY YEAR BELOW $2000* $2000 & ABOVE
------------- ----------- ------------ -------------
76-80 1 3.25% 4.25%
76-80 2-on 3.25% 4.25%
ATTAINED AGES POLICY YEAR BELOW $2000* $2000 & ABOVE
------------- ----------- ------------ -------------
81-85 1 1.45% 2.45%
81-85 2-on 1.45% 2.45%
SCHEDULE B
ATTAINED AGES POLICY YEAR BELOW $2000* $2000 & ABOVE
------------- ----------- ------------ -------------
0-85 1 2.0% 2.0%
0-85 2-on 2.0% 2.0%
</TABLE>
A lower commission is paid on all premium received while the cumulative premium
is less than $2,000. When the cumulative premium since issue of the policy,
equals or exceeds $2,000, then a greater commission is paid on that and all
subsequent premiums.
For Policy Form #4786, an annual service fee of .25% for Schedule A and .80% for
Schedule B of the total policy accumulation value will be paid at the end of
each policy quarter after the first policy year, to reimburse the broker/dealer
for administrative costs incurred in servicing the Policy. There may be a 100%
chargeback of commission on policies where the annuitant dies from
non-accidental causes during the first policy year.
* Minimum premium less than $2,000 requires prior home office approval if
policy is not Tax Qualified.
OVERTURE APPLAUSE LIFE (Registration No. 33-30019)
Broker/Dealer, for its efforts in soliciting sales of the policy described as
Policy Form #4010 (Flexible Premium Variable Universal Life), shall receive
commission as stated below:
100% of First Year Target Premium. (FYTP) - (A Table of FYTP is included in the
Overture Series Product & Reference Guide.)
In addition, First Year amounts in excess of the FYTP, shall receive a
commission of 4%.
Renewal premiums received after the first year receive compensation of 4%.
<PAGE>
AMERITAS LIFE INSURANCE CORP. PRODUCTS
(Additional Licensing and Appointment Processing may be necessary)
EXHIBIT B
COMMISSION AND EXPENSE REIMBURSEMENT SCHEDULE
FUTURE ONE
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2880 (Single Premium Deterred Annuity), shall receive commission as
a percentage of premium received. The Commission Schedule is as follows:
ISSUE AGE PERCENT OF PREMUIM PAID
--------- -----------------------
0-70 4.45%
71+ 3.80%
FUTURE FLEX
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2778 (Flexible Premium Deferred Annuity), shall receive commission
as a percentage of premium received. The Commission Schedule is as follows:
For the First $6,000 of First Year Premium:
Policyholder's Issue Age 0 to 55............................ 14%
Policyholder's Issue Age 56................................. 13%
Policyholder's Issue Age 57................................. 12%
Policyholder's Issue Age 58................................. 11%
Policyholder's Issue Age 59................................. 10%
Policyholder's Issue Age 60 & Older......................... 9%
First Year Premium Amounts in Excess of $6,000:
All Ages.................................................... 3%
Renewal Premium After First Year............................ 2.5%
FUTURE FLEX PLUS
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2782 (Flexible Premium Frontend Loaded Annuity), shall receive
commission as a percentage of premium received. The Commission Schedule is as
follows:
First $25,000 of Premium......................................... 5.2%
First Year Premium in Excess of $25,000.......................... 1.5%
Renewal Premiums after First Year................................ 1.0%
Trailing commission payable after each policy year............... 0.3%
of accumulated account value
NOW ANNUITY
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2738 (Single Premium Immediate Annuity), shall receive commission
as a percentage of premium received. The Commission Schedule is as follows:
ALL SALES................................................... 5%
Short Term.................................................. 1%
EXHIBIT C
COMMISSION AND EXPENSE REIMBURSEMENT SCHEDULE
ANNUAL RENEWABLE TERM
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2646, shall receive commission as stated below:
POLICY YEAR PERCENT OF PREMIUM*
----------- -------------------
1 60%
2+ 5%
5-YEAR TERM
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2642, shall receive commission as stated below:
POLICY YEAR PERCENT OF PREMIUM
----------- ------------------
1 65%
2 5%
10-YEAR TERM
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #2644, shall receive commission as stated below:
POLICY YEAR PERCENT OF PREMIUM*
----------- -------------------
1 60%
2+ 5%
*excluding policy fee
<PAGE>
AMERITAS LIFE INSURANCE CORP. PRODUCTS (CONTINUED)
(Additional Licensing and Appointment Processing may be necessary)
EXHIBIT D
COMPENSATION SCHEDULE
AMERITAS LOW-LOAD SERIES
A. Flexible Premium Policy Plans
Policy Plan Policy Form Target Excess
----------- ----------- ------ ------
Low-Loads SM Universal 3055 9% 2%
1. The Company will pay the 9% allowance until the target premium level is
reached regardless of the year paid, and will pay 2% on the excess over
target premium level even if received in the first year.
2. An underwritten increase in death benefit will result in a 4% marketing
allowance being paid by Company based on the target premium level for the
amount of the increase at the attained age. This allowance will be paid
whether or not there is a gross premium increase. This one time allowance
is paid at the time of each increase and not spread over the policy year.
Percent of Percent of Monthly
Policy Plan Policy Form Policy Year Premiums Paid Plus Cost of Insurance
----------- ----------- ----------- ------------- ------------------
Low-LoadSM Unison 3055 1-10 2.5% 2.5%
11 and after 1.0% 1.0%
B. Fixed Premium Policy Plans
Policy Policy Policy Percent of Excess Percent of Monthly
Plan Form Year Target Premium Plus Above Target Plus Cost of Insurance
- ------- ----- ------ -------------- ------------ -----------------
Low-Load 3055 1-10 2.5% 1% 2.5%
Survivorship 11+ 1.0% 1% 1.0%
Policy Plan Policy Form First Year Renewals
- ----------- ----------- ---------- --------
Low-LoadSM 10 Year Term 2662* 18% 2%
Low-Load Annual Renewable Term 2664* 9% for Death Benefits 2%
under 1 million
4.5% for Death Benefits
over 1 million
*Basic premium includes any substandard table or flat extra premium,
excludes policy fee.
Compensation payable in the eighth and later years is not subject to becoming
vested and will be paid to you only if your Agreement is in force.
C. Low-Load Variable Universal Life (Registration No. 33-86500)
Broker/Dealer, for its efforts in soliciting sales of the policy described
as Policy Form #4055 (Low-Load Variable Universal Life), shall receive the
following compensation:
First Year amounts
Policy Plan Policy Form Target Premium in Excess of Target Year 2+
- ----------- ----------- -------------- ------------------- -------
Low-Load 4055 9% 2% .1% of policy
Variable accumulation value
Universal Life less outstanding
policy loans
1. 9% of Target Premium regardless of year paid. In addition, First Year
amounts in excess of Target shall receive compensation of 2%.
2. After the first year, compensation will equal .1% of policy accumulation
value less outstanding policy loans.
3. An underwritten increase in death benefit will result in a 4% marketing
allowance being paid by Company based on the target premium level for the
amount of the increase at the attained age. This allowance will be paid
whether or not there is a gross premium increase. This one time allowance
is paid at the time of each increase and not spread over the policy year.
<PAGE>
EXHIBIT E
The following listing includes those states wherein the Broker/Dealer may direct
commissions from the sale of the policies to be paid to the Broker/Dealer or to
a compensation administrator on behalf of the Broker/Dealer's Registered
Representative or where the Broker/Dealer or compensation administrator may
receive commissions on behalf of the Registered Representative and share said
commissions, according to paragraph J. "COMMISSIONS PAYABLE" of the Selling
Agreement.
Alaska
Colorado
Florida
Georgia
Indiana
Kansas
Michigan
Minnesota
New Hampshire
New Mexico
North Carolina
North Dakota
Oregon
Rhode Island
Tennessee
Texas
Vermont
Washington
West Virginia
<PAGE>
AMERITAS VARIABLE LIFE INSURANCE COMPANY PRODUCTS
EXHIBIT F
ADVANTAGE PLUS
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #11621A96 (Single Premium Deferred Annuity), shall receive
commission as a percentage of premium received. The Commission Schedule is as
follows:
% PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD.
ISSUE AGE POLICY YR. 1 POLICY YR. 2 POLICY YR. 3 POLICY YR. 4 POLICY YR. 5
- --------- ------------- ------------- ------------ ------------ ------------
0-85 5% 3% 2% 1.5 .5%
ADVANTAGE BONUS
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #11621A96 (Single Premium Deferred Annuity), shall receive
commission as a percentage of premium received. The Commission Schedule is as;
follows:
% PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD.
ISSUE AGE POLICY YR. 1 POLICY YR. 2 POLICY YR. 3 POLICY YR. 4 POLICY YR. 5
- --------- ------------- ------------- ------------ ------------ ------------
0-85 5% 3% 2% 1.5 .5%
ADVANTAGE MVA
Broker/Dealer, for its efforts in soliciting sales of the Policy described as
Policy Form #11643A96 (Single Premium Deferred Annuity), shall receive
commission as a percentage of premium received. The Commission Schedule is as
follows:
% PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD. % PREM. PD.
ISSUE AGE POLICY YR. 1 POLICY YR. 2 POLICY YR. 3 POLICY YR. 4 POLICY YR. 5
- --------- ------------- ------------- ------------ ------------ ------------
0-85 5% 3% 2% 1.5 .5%
EX-99.B4
Form of Variable Annuity Contract
<PAGE>
ANNUITANT FIELD (1)
POLICY NUMBER FIELD (3)
POLICY TYPE VARIABLE ANNUITY
Flexible Premium Deferred Variable Annuity Policy.
Annuity Payments Are Fixed and Begin On the Annuity Date.
Death Benefit Payable On The Annuitant's Death Prior
To The Annuity Date. Non-participating.
THIS POLICY'S ACCUMULATION VALUE IN THE SEPARATE ACCOUNT IS BASED ON THE
INVESTMENT EXPERIENCE OF THAT ACCOUNT AND MAY INCREASE OR DECREASE DAILY. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.
Ameritas Life Insurance Corp. agrees to pay the income, as described in this
policy, to the Annuitant if the Annuitant is living on the Annuity Date and if
this policy is then in force. A death benefit is payable upon death of the
Annuitant prior to the Annuity Date.
/s/ Kenneth C. Louis /s/ Norman M. Krivosha
President Secretary
"NOTICE OF TEN-DAY RIGHT TO EXAMINE POLICY"
You are urged to read this policy carefully. If, after examination, you are
dissatisfied with it for any reason, you may return it to the selling agent or
to Ameritas Life Insurance Corp. at One Ameritas Way, P.O. Box 82550, Lincoln,
Nebraska 68501-2550, within ten days from the date of delivery of the policy to
you. If allowed by state law, the amount of the refund will equal the greater of
premiums paid or the premiums paid adjusted by investment gains and losses.
Otherwise, the amount of the refund will be equal to the gross premiums paid.
Please read and carefully check the copy of the application attached to this
policy. This application is a part of your policy, and this policy was issued on
the basis that the answers to all questions and the information shown on this
application are true and complete. If any information shown on it is not true
and complete, to the best of your knowledge, please notify Ameritas Life
Insurance Corp. of Lincoln, Nebraska, within ten days from the date of delivery
of the policy to you.
AMERITAS LIFE INSURANCE CORP. LOGO
A MUTUAL COMPANY
<PAGE>
POLICY SCHEDULE
Annuitant: John D Specimen Policy Number: 1009001709
Issue Age - Sex: 35 Male Policy Date: April 2, 1996
Initial Premium: $5,000.00 Annuity Date: April 2, 2046
Owner: John D Specimen
<PAGE>
LIST OF SUBACCOUNTS AND PORTFOLIOS
Each subaccount of the Ameritas Life Insurance Corp. (ALIC) Separate Account
LLVA invests in a specific portfolio of the following funds:
Vanguard Variable Insurance Products Fund
Neuberger & Berman Advisors Management Trust
FUND PORTFOLIO AND CORRESPONDING SUBACCOUNT
Vanguard Money Market
Equity Index
Equity Income
Growth
Balanced
High Grade Bond
International
Neuberger & Berman Balanced
Growth
Partners
Limited Maturity
Premiums may also be allocated to the ALIC Fixed Account.
INITIAL ALLOCATION OF NET PREMIUMS
Vanguard Money Market Subaccount 0%
Equity Index Subaccount 50%
Equity Income Subaccount 0%
Growth Subaccount 0%
Balanced Subaccount 50%
High Grade Bond Subaccount 0%
International Subaccount 0%
Neuberger & Berman Balanced Subaccount 0%
Growth Subaccount 0%
Partners Subaccount 0%
Limited Maturity Subaccount 0%
ALIC Fixed Account 0%
<PAGE>
ANNUAL POLICY FEE
Annual Policy Fee The maximum guaranteed Annual Policy Fee is $40.
In the first policy year, the current Annual Policy
Fee is $25.
The Annual Policy Fee is deducted on the last valuation date of the policy year
or at the time of a full withdrawal.
SCHEDULE OF MORTALITY AND EXPENSE RISK CHARGES
Daily Charge
Current .002049%*
Maximum Guaranteed .002596%**
* Equivalent to an annual rate of .75% of the average daily net assets of the
account.
** Equivalent to an annual rate of .95% of the average daily net assets of the
account.
<PAGE>
TABLE OF CONTENTS
SCHEDULE PAGES
INTRODUCTION
SECTION 1. DEFINITIONS
SECTION 2. GENERAL PROVISIONS
2.1 The Policy and Its Parts
2.2 Non-Participating
2.3 Contestability
2.4 Misstatement of Age or Sex
2.5 When This Policy Terminates
2.6 Annual Report
2.7 Postponement of Payments
SECTION 3. PREMIUM PAYMENTS
3.1 Initial Premium
3.2 Subsequent Unscheduled Premiums
3.3 Where to Pay Premiums
3.4 Allocation of Premiums
SECTION 4. THE OWNER AND THE BENEFICIARY
4.1 The Owner
4.2 The Annuitant's Beneficiary
4.3 Assigning the Policy
SECTION 5. SEPARATE ACCOUNT
5.1 The Separate Account
5.2 The Subaccounts
5.3 Valuation of Assets
5.4 Transfers Among Subaccounts and the Fixed
Account
5.5 The Funds
5.6 Portfolio Changes
SECTION 6. THE FIXED ACCOUNT
6.1 The Fixed Account
6.2 Transfers Among the Fixed Account and the
Subaccounts
<PAGE>
SECTION 7. VALUES
7.1 How Accumulation Value of the Policy is
Determined
7.2 Accumulation Value of the Subaccounts
7.3 Net Asset Value
7.4 Subaccount Unit Value
7.5 Accumulation Value of the Fixed Account
7.6 Interest Credits
7.7 Charges Under the Policy
SECTION 8. PARTIAL WITHDRAWALS AND SURRENDER
8.1 Partial Withdrawals
8.2 Surrender
SECTION 9. BENEFITS OF THIS ANNUITY POLICY
9.1 Annuity Benefits
9.2 Death Benefits
SECTION 10. DEATH OF THE OWNER
10.1 If You Die Prior to the Annuity Date
10.2 Special Spouse Rules
10.3 If You Die On or After the Annuity Date
SECTION 11. ANNUITY INCOME OPTIONS
11.1 Payment Option Rules
11.2 Description of Options
11.3 Basis of Payment
SECTION 12. NOTES ON OUR COMPUTATIONS
<PAGE>
INTRODUCTION
This is a flexible premium variable annuity policy. The accumulation value
varies according to the value of the Subaccounts plus the amounts held in the
Fixed Account. It will pay a monthly annuity payment for the life of the
Annuitant or for the period selected. Annuity payments do not vary according to
the value of the Subaccounts. Annuity payments start on the annuity date.
If the Annuitant dies before the annuity date, a death benefit will be paid to
the Annuitant's Beneficiary. If the Annuitant dies after the annuity date, any
unpaid payments certain will be paid to the Annuitant's Beneficiary. If the
Owner and Annuitant are different and the Owner should die prior to the annuity
date, certain provisions are required. See Section 10. The Owner and Annuitant
are named in the policy schedule pages.
SECTION 1. DEFINITIONS
Whenever used in this policy:
"Accumulation value" means the value of all amounts accumulated under the policy
prior to the annuity date.
"Annuitant" means the person upon whose life expectancy this policy is written.
The Annuitant may also be the Owner of this policy.
"Annuitant's Beneficiary" means the person to whom any benefits are due upon
the Annuitant's death.
"Annuity date" means the date on which annuity payments begin. It is shown in
the policy schedule pages.
"Annuity income option" means one of several ways in which annuity payments may
be made. The dollar amount of each annuity payment will not change over time,
unless the interest payment option is selected.
"Annuity payment" means one of a series of payments made under an annuity income
option.
"Death Benefit" is the amount payable to the Annuitant's Beneficiary should the
Annuitant die prior to the annuity date. It will be equal to the accumulation
value as of the date satisfactory proof of death is received, or the total
premiums paid less any previous partial withdrawals, whichever is greater.
However, this amount may be limited in accordance with the "Contestability"
provision. See Section 2.3.
"Fixed Account" is the account which consists of general account assets of
Ameritas Life Insurance Corp. which support annuity and insurance obligations.
"Funds" means the fund or funds available as funding vehicles on the policy
date, or as later changed by us and disclosed by the Prospectus. The Funds and
their respective portfolios which are available on the policy date are shown in
the policy schedule pages. The Funds have several portfolios. There is a
portfolio that corresponds to each of the Subaccounts of the Separate Account.
"Home Office" means our administrative office at One Ameritas Way, P.O.
Box 82550, Lincoln, Nebraska 68501-2550.
"Issue Date" means the date that all financial, contractual, and administrative
requirements have been completed and processed. The issue date will be shown on
the confirmation notice sent to you.
"Owner's Designated Beneficiary": If you and the Annuitant are not the same
individual, this is the person you may designate to take policy ownership upon
your death.
"Net Premium" means the premium payment less the premium tax, if imposed by the
state in which this policy is delivered.
"NYSE" means the New York Stock Exchange.
<PAGE>
"Policy date" means the date set forth in the policy that is the date used to
determine policy anniversary dates and policy years. The policy date is also
used to figure the start of the contestability period.
"Satisfactory proof of death" means all of the following submitted to the Home
Office: (1) a certified copy of the death certificate; (2) a Claimant Statement;
(3) the policy; and (4) any other information that we may require to establish
the validity of the policy.
"SEC" means the Securities and Exchange Commission.
"Separate Account" means the Separate Account identified in the policy schedule
pages. The Separate Account consists of assets set aside by us, the investment
performance of which is kept separate from that of our general assets.
"Subaccount" means that portion of the Separate Account which invests in shares
of mutual funds or any other investment portfolios which we determine to be
suitable for this policy's purposes.
"Valuation date" means each day on which the NYSE is open for trading.
"Valuation period" means the period between two successive valuation dates,
commencing at the close of trading on the NYSE on one valuation date and ending
at the close of trading on the NYSE on the next succeeding valuation date.
"We", "us", and "our" means Ameritas Life Insurance Corp.
"You" and "your" means the Owner of this policy.
SECTION 2. GENERAL PROVISIONS
2.1 THE POLICY AND ITS PARTS
This policy is a legal contract between you and us. It is issued in return for
the application and payment in advance of the premiums shown in the schedule
pages. The policy, application, any supplemental applications, endorsements,
riders and amendments are the entire contract. No change in this policy will be
valid unless it is in writing, attached to this policy, and approved by one of
our officers. We reserve the right to make any modification to conform the
policy to, or to give the Owner the benefit of, any federal or state statute or
any rule or regulation thereunder. No agent may change this policy or waive any
of its provisions.
2.2 NON-PARTICIPATING
This policy is non-participating. In other words, no dividends will be paid
under this policy.
2.3 CONTESTABILITY
Unless there has been a misstatement of the age or sex of the Annuitant, we
cannot contest the validity of this policy after the policy date.
2.4 MISSTATEMENT OF AGE OR SEX
If the age or sex of the Annuitant has been misstated, we will adjust the
benefits and amounts payable under this policy.
(1) If we made any overpayments, we will add interest at the rate of 6% per
year compounded yearly and charge them against payments to be made in the
future.
(2) If we made any underpayments, the balance plus interest at the rate of 6%
per year compounded yearly will be paid in a lump sum.
<PAGE>
2.5 WHEN THIS POLICY TERMINATES
This policy will terminate on the earliest of these conditions: (a) you
surrender the full accumulation value; (b) you die and any accumulation value
due has been paid; (c) the Annuitant dies and any death benefit due has been
paid; or (d) annuity income option payments being made cease.
2.6 ANNUAL REPORT
Within 30 days after each policy anniversary, we will mail you an annual report
that shows the progress of the policy. It will show the accumulation value as of
the policy anniversary. The report will also show any premiums paid and charges
made during the policy year. You may ask for a report like this at any time. We
have a right to charge a fee for each report other than the report we send out
once a year.
2.7 POSTPONEMENT OF PAYMENTS
We will usually pay any amounts payable from the Separate Account as a result of
a surrender or a partial withdrawal within seven (7) days after we receive your
written request in our Home Office in a form satisfactory to us. We can postpone
such payments or any transfers of amounts between Subaccounts or into the Fixed
Account if:
(1) NYSE is closed other than customary weekend and holiday closings or
trading on the NYSE is restricted as determined by the SEC; or
(2) the SEC by order permits the postponement for the protection of owners;
or
(3) an emergency exists as determined by the SEC, as a result of which
disposal of securities is not reasonably practicable, or it is not
reasonably practicable to determine the value of the net assets of the
Separate Account.
We may defer the payment of a surrender or a partial withdrawal from the Fixed
Account for up to six months from the date we receive your written request.
SECTION 3. PREMIUM PAYMENTS
3.1 INITIAL PREMIUM
The initial premium for the policy is shown in the schedule pages.
3.2 SUBSEQUENT UNSCHEDULED PREMIUMS
All premiums after the initial premium may be paid at any time. Except for the
initial premium payments, no premiums must be paid to keep this policy in force.
However, we reserve the right to limit the number of premium payments in any
calendar year. You can decide the amount of each premium, however we reserve the
right not to accept any payment of less than $250. We will also not accept total
premiums of more than $1 million under all annuity contracts issued by us having
the same Annuitant, without our prior approval.
3.3 WHERE TO PAY PREMIUMS
Each premium after the initial premium is payable at our Home Office. Upon
request, a receipt signed by our Secretary or an Assistant Secretary will be
given for any premium payment.
3.4 ALLOCATION OF PREMIUMS
On the issue date, we will allocate premiums to the Money Market Subaccount. As
of the 13th calendar day after the issue date, the accumulation value is
allocated to the Subaccounts or to the Fixed Account in accordance with the
allocations you have selected.
Any subsequent premiums will be allocated in accordance with your instructions.
You may change the allocation of later premiums without charge. The allocation
will apply to future premiums after we receive the change. The Separate Account,
Subaccounts and Fixed Account are described in Sections 5 and 6.
<PAGE>
SECTION 4. THE OWNER AND THE BENEFICIARY
4.1 THE OWNER
While the Annuitant is living, you have all the benefits, rights and privileges
under this policy. These include naming the Owner's Designated Beneficiary,
changing the Annuitant's Beneficiary, assigning this policy, enjoying all the
policy benefits, and exercising all policy options.
If you are not the Annuitant, you should name your designated beneficiary who
will become the Owner if you die before the Annuitant. If you die before the
Annuitant and there is no Owner's Designated Beneficiary, ownership will pass to
your estate.
4.2 THE ANNUITANT'S BENEFICIARY
The Annuitant's Beneficiaries will receive the death benefit, if any, upon the
Annuitant's death. You can name primary and contingent beneficiaries. Your
original beneficiary choice is shown in the attached application. You may change
the beneficiary during the Annuitant's lifetime. We do not limit the number of
changes that may be made. To make the change, we must receive a completed Change
of Beneficiary form and any other forms required by the Home Office. The change
will take effect as of the date we record it at the Home Office, even if the
Annuitant dies before we do so. We will not be liable for any payment made or
action taken before the change is recorded in our Home Office.
4.3 ASSIGNING THE POLICY
You may assign this policy. For an assignment to bind us, we must receive a
signed copy in the Home Office. We are not responsible for the validity of any
assignment.
SECTION 5. SEPARATE ACCOUNT
5.1 THE SEPARATE ACCOUNT
The Ameritas Life Insurance Corp. Separate Account LLVA ("Separate Account") is
a unit investment trust registered with the SEC under the Investment Company Act
of 1940. It is also subject to the laws of Nebraska. We own the assets of the
Separate Account and keep them separate from the assets of our general account.
The assets of the Separate Account will be available to cover the liabilities of
our general account only to the extent that the assets of the Separate Account
exceed the liabilities of the Separate Account arising under the variable
annuity policies supported by the Separate Account.
If we deem it to be in the best interests of owners, and subject to any
approvals that may be required under applicable law: (1) The Separate Account
may be operated as a management company under the Investment Company Act of
1940, or (2) it may be deregistered under that Act if registration is no longer
required, or (3) it may be combined with other separate accounts. To the extent
permitted by law, we may also transfer the assets of the Separate Account
associated with the policies to another Separate Account.
5.2 THE SUBACCOUNTS
The Separate Account has several Subaccounts. We list them in the schedule
pages. You determine, using percentages, how the premium will be allocated among
the Subaccounts. You may choose to allocate nothing to a particular Subaccount.
Any allocation you make must be at least 10%. You may not choose a fractional
percent. The allocations to the Subaccounts along with allocations to the Fixed
Account must total 100%. The assets of each Subaccount will be used to buy
shares in a corresponding portfolio of the funding vehicles designated in the
policy schedule pages. (See Section 5.5, "The Funds"). Income and realized and
unrealized gains or losses from the assets of each Subaccount of the Separate
Account are credited to or charged against that Subaccount without regard to
income, gains or losses in the other Subaccounts of
<PAGE>
the Separate Account, in our general account or in any other separate accounts.
We reserve the right to establish additional Subaccounts, each of which would
invest in shares of the Funds or in shares of another funding vehicle. We may
establish new Subaccounts or eliminate one or more Subaccounts if marketing
needs, tax considerations or investment conditions warrant. Any new Subaccounts
may be made available to existing owners on a basis to be determined by us.
5.3 VALUATION OF ASSETS
We will determine the value of the assets of each Subaccount at the close of
trading on the NYSE on each valuation date.
5.4 TRANSFERS AMONG SUBACCOUNTS AND THE FIXED ACCOUNT
You may transfer amounts among Subaccounts and into the Fixed Account as often
as you wish in a policy year. The transfer will take effect at the end of the
valuation period during which the transfer request is received at our Home
Office.
The first 15 transfers per policy year between the Subaccounts and/or the Fixed
Account will be allowed free of charge. Thereafter, a $10 charge may be deducted
from the amount transferred.
Each transfer must be for a minimum of $250 or the balance in the Subaccount, if
less. The minimum amount which can remain in a Subaccount as a result of a
transfer is $100. Any amount below this minimum will be included in the amount
transferred.
Transfers may be subject to additional restrictions by the Funds.
5.5 THE FUNDS
The word Fund or Funds, where we use it in this policy without qualification,
means the funding vehicles designated in the policy schedule pages. The Funds
bear their own expenses. The Funds may have several portfolios; there is a
portfolio that corresponds to each of the Subaccounts of the Separate Account.
We list these portfolios in the schedule pages.
5.6 PORTFOLIO CHANGES
A portfolio of a Fund might, in our judgment, become unsuitable for investment
by a Subaccount. This might happen because of a change in investment policy,
because of a change in laws or regulations, because the shares are no longer
available for investment, or for some other reason. If that occurs, we have the
right to substitute another portfolio of the Fund, or to invest in another fund.
We would first notify the SEC and, where required, seek approval from the
insurance department of the state where this policy is delivered. You will be
notified of any material change in the investment policy of any portfolio in
which you have an interest.
SECTION 6. THE FIXED ACCOUNT
6.1 THE FIXED ACCOUNT
Net premiums allocated to and transfers to the Fixed Account under the policy
become part of the general account assets of Ameritas Life Insurance Corp. which
support annuity and insurance obligations. The Fixed Account includes all of
Ameritas Life Insurance Corp.'s assets, except those assets segregated in
separate accounts. Ameritas Life Insurance Corp. maintains the sole discretion
to invest the assets of the Fixed Account, subject to applicable law.
You determine, using percentages, how the net premium will be allocated to the
Fixed Account. You may choose to allocate nothing to the Fixed Account. The
minimum allocation must be at least 10%; you may not choose a fractional
percent. The allocations to the Fixed Account along with allocations to the
Subaccounts must total 100%.
<PAGE>
6.2 TRANSFERS AMONG THE FIXED ACCOUNT AND THE SUBACCOUNTS
You may transfer into the Fixed Account from the Subaccounts at any time during
the policy year.
You may make one transfer out of the Fixed Account to any of the other
Subaccounts only during the 30 day period following each policy anniversary.
----
The allowable transfer amount out of the Fixed Account is limited to the greater
of:
1. 25% of the Fixed Account balance; or
2. any Fixed Account transfer which occurred during the prior 13 months; or
3. $1,000.
Transfers into or from the Fixed Account will be subject to the same minimums
and charges that are applied to transfers among the Subaccounts.
SECTION 7. VALUES
7.1 HOW ACCUMULATION VALUE OF THE POLICY IS DETERMINED
The accumulation value of the policy on the issue date is equal to the initial
premium received, reduced by applicable premium taxes.
The accumulation value of this policy on a valuation date is equal to the total
of the values in each Subaccount and the Fixed Account, plus any net premium
received on that valuation date but not yet allocated.
7.2 ACCUMULATION VALUE OF THE SUBACCOUNTS
To compute the accumulation value held in the Subaccounts on any valuation date,
we multiply each Subaccount's unit value (defined in Section 7.4 below) by the
number of Subaccount units allocated to the policy.
The number of Subaccount units will increase when:
a. Net premiums are credited to that Subaccount; or
b. Transfers from other Subaccounts or the Fixed Account are credited
to that Subaccount.
The number of Subaccount units will decrease when:
a. A partial withdrawal is taken from that Subaccount; or
b. A transfer, and its charge, is made from that Subaccount to other
Subaccounts or the Fixed Account; or
c. We deduct the annual policy fee when due.
Each transaction above will increase or decrease the number of Subaccount units
allocated to the policy by an amount equal to the dollar value of the
transaction divided by the unit value as of the valuation date of the change.
7.3 NET ASSET VALUE
The net asset value of the shares of each portfolio of the Fund is determined
once daily as of the close of business of the New York Stock Exchange on days
when the Exchange is open for business. The net asset value is determined by
adding the values of all securities and other assets of the portfolio,
subtracting liabilities and expenses and dividing by the number of outstanding
shares of the portfolio. Expenses, including the investment advisory fee payable
to the Investment Advisor, are accrued daily.
7.4 SUBACCOUNT UNIT VALUE
For each Subaccount, the value of an accumulation unit (unit value) was set when
the Subaccount was established. The unit value of each Subaccount reflects the
investment performance of that Subaccount. The unit value may increase or
decrease from one valuation date to the next.
<PAGE>
The unit value of each Subaccount on any valuation date shall be calculated as
follows:
a. The per share net asset value of the corresponding Fund portfolio
on the valuation date times the number of shares held by the
Subaccount, before the purchase or redemption of any shares on that
date; minus
b. A charge not exceeding an annual rate of .95% times the value of
the assets of each subaccount on the valuation date for mortality
and expense risk; divided by
c. The total number of units held in the Subaccount on the valuation
date before the purchase or redemption of any units on that date.
When transactions are made, the actual dollar amounts are converted to
accumulation units. The number of accumulation units for a transaction is found
by dividing the dollar amount of the transaction by the unit value as of the
valuation date.
7.5 ACCUMULATION VALUE OF THE FIXED ACCOUNT
The accumulation value of the Fixed Account on a valuation date is equal to:
a. The preceding month's ending value: plus
b. The net premiums credited to the Fixed Account; plus
c. Any transfers from the Subaccounts credited to the Fixed Account;
minus
d. Any partial withdrawals taken from the Fixed Account; minus
e. Any transfers and their charges made from the Fixed Account; plus
f. Interest credits, minus
g. Any annual policy fee due.
7.6 INTEREST CREDITS
We guarantee that the accumulation value in the Fixed Account will be credited
with an effective annual interest rate of at least 3%. We may, at our
discretion, credit a higher current rate of interest.
7.7 CHARGES UNDER THE POLICY
The following charges are deducted under the policy:
(1) Annual Policy Fee - an annual charge, equal to the amount listed in the
schedule pages, is deducted from the accumulation value on the last
valuation date of each policy year or upon a surrender, if between
policy anniversaries. The charge will be deducted from the Subaccounts
and the Fixed Accounts in the same proportion as the balances held in the
Subaccounts and the Fixed Accounts.
(2) Taxes - where imposed by state law upon the receipt of a premium payment,
a charge will be made on the date of the payment. If imposed upon
surrender or annuitization, a charge equal to the amount due will be
deducted prior to surrender or annuitization. We reserve the right to
charge for state or local taxes or for federal income tax, if any taxes
become attributable to the Separate Account. If any tax should become
applicable to this policy, you will be advised of the amount of such tax
and its effect upon any payments made.
(3) Mortality and Expense Risk Charge - a daily charge shown in the schedule
pages. This charge is deducted from the Subaccounts only and not from the
Fixed Account.
SECTION 8. PARTIAL WITHDRAWALS AND SURRENDER
You may request a partial withdrawal or surrender this policy at any time before
the annuity date. Any amount payable due to a partial withdrawal or surrender
will be paid to you in a lump sum unless you elect to be paid under an annuity
income option.
8.1 PARTIAL WITHDRAWALS
Partial withdrawals can be categorized as either "elective" or "systematic".
Elective partial withdrawals must be elected by you. Systematic
<PAGE>
partial withdrawals can be made automatically after the initial allocation date.
You may elect systematic withdrawals in accordance with our rules. Payouts under
a systematic withdrawal may be on monthly, quarterly, semi-annual or annual
mode.
All partial withdrawals, elective and systematic, are subject to the following
rules:
a. The minimum partial withdrawal amount is $250.
b. The accumulation value remaining after a partial withdrawal
must be at least $1,000.
c. Request for withdrawal must be made in writing, on a form
approved by us.
d. A partial withdrawal is considered irrevocable.
8.2 SURRENDER
If you elect to surrender this policy, the amount payable is the accumulation
value reduced by the annual policy fee. The accumulation value is determined as
of the date we receive your written request to surrender the policy.
SECTION 9. BENEFITS OF THIS ANNUITY POLICY
This section describes the annuity benefits and how they work. It also describes
what happens if the Annuitant dies.
9.1 ANNUITY BENEFITS
This policy will pay a monthly annuity payment to the Annuitant for the life of
the Annuitant. The payments start on the annuity date. The amount of the monthly
annuity payment is based on the accumulation value as of the annuity date and
the annuity income option elected by you.
When Annuity Payments Start
1. Annuity payments start on the annuity date. The normal annuity date is the
later of:
a. the policy anniversary nearest the Annuitant's 85th birthday; or
b. the fifth policy anniversary.
2. You may change the annuity date, either advance or defer it, subject to the
following:
a. Your request must be in writing and received by us at least 30 days in
advance.
b. The annuity date may only be changed during the lifetime of the
Annuitant and prior to the annuity date.
c. You may not defer the annuity date to a date beyond the policy
anniversary nearest the Annuitant's 95th birthday.
How Annuity Payments are Made
1. Frequency - Annuity payments are made monthly starting on the annuity date.
2. Minimum Amount - The minimum amount of annuity payment we will make is $100.
If the annuity payment amount is less than $100, we have the right to pay
the accumulation value in a lump sum or to change the frequency.
3. Proof - We may require proof of the Annuitant's age before making the first
annuity payment. From time to time, we may require proof that the Annuitant
is living.
4. Options - Subject to the above, you decide how the annuity payments should
be paid. You have a choice of certain payment options. These are called
annuity income options and are described
<PAGE>
in Section 11. If you do not choose an option, we will make the annuity payments
according to Annuity Income Option c, Life Annuity.
You may elect an option or may change the option subject to the following. The
election or change:
a. Must be in writing and approved by us.
b. Must be made while the Annuitant is living.
c. Must be made prior to and at least 30 days in advance of the annuity
date.
9.2 DEATH BENEFITS
Death of the Annuitant Prior to the Annuity Date
If the Annuitant dies prior to the annuity date, we will pay the death benefit
to the Annuitant's Beneficiary.
1. Amount - The death benefit is calculated as of the date we receive at the
Home Office satisfactory proof of death. The amount of the death benefit
will equal the greater of:
a. The accumulation value; or
b. Total premiums paid less any previous partial withdrawals.
2. Payment - The death benefit will be paid as a lump sum cash benefit unless
you elect an annuity income option for the beneficiary. If you do not elect
an annuity income option and a cash benefit has not already been made, the
Annuitant's Beneficiary may make this election after the Annuitant's death.
Death of the Annuitant On or After the Annuity Date
If the Annuitant dies on or after the annuity date, the remaining portion of any
unpaid annuity benefits due will be paid to the Annuitant's Beneficiary based on
the annuity income option in effect at the time of death.
SECTION 10. DEATH OF THE OWNER
REQUIRED DISTRIBUTIONS UNDER IRC 72(S)
Unless otherwise specified, this Section assumes that the Annuitant and Owner
are not the same person.
10.1 IF YOU DIE PRIOR TO THE ANNUITY DATE
If you die prior to the annuity date, ownership of this policy will pass to the
Owner's Designated Beneficiary. If you have not named an Owner's Designated
Beneficiary, ownership will pass to your estate.
Section 72(s) of the Internal Revenue Code has special rules regarding the
distribution of the accumulation value of this policy if you, the Owner, die
before the annuity date. We will calculate the accumulation value as of the date
we receive at the Home Office a written request for distribution from the
Owner's Designated Beneficiary. For purposes of this Section only, this amount
will be called the distribution amount.
Under Section 72(s), the entire distribution amount must be distributed for tax
purposes within five years of your death. However, Section 72(s) will allow
distribution over a period longer than five years but only if all of the
following conditions are met:
1. You have named an Owner's Designated Beneficiary.
2. The Owner's Designated Beneficiary is an individual person or persons.
3. The Owner's Designated Beneficiary takes the distribution amount as an
annuity payable to himself or herself or for his or her benefit.
4. The first payment of the annuity is to be paid to the Owner's Designated
Beneficiary within one year of your death or such later date as prescribed
by federal regulations.
<PAGE>
5. The entire distribution amount must be paid out over the lifetime of the
Owner's Designated Beneficiary or over a period not extending beyond his or
her life expectancy.
Also for purposes of Section 72(s) of the Internal Revenue Code, if the Owner of
the policy is not an individual, death of the Annuitant shall be treated as
death of the Owner.
10.2 SPECIAL SPOUSE RULES
If your spouse is named as the Owner's Designated Beneficiary, or in those cases
where you are both the Owner and the Annuitant and your spouse is named the
Annuitant's Beneficiary, the special distribution rules of Section 72(s)
described above will apply by treating your spouse as the original Owner of the
policy. Your spouse may elect to continue the policy in force until the earlier
of their death or the annuity date.
10.3 IF YOU DIE ON OR AFTER THE ANNUITY DATE
If you die on or after the annuity date, annuity benefits continue to be paid to
the Annuitant under the annuity income option in effect on your date of death.
SECTION 11. ANNUITY INCOME OPTIONS
11.1 PAYMENT OPTION RULES
All or part of the accumulation value may be placed under one or more annuity
income options. If annuity payments are to be paid under more than one option,
we must be told what part of the accumulation value is to be paid under each
option. The annuity income option must be made by written request and received
by us at least 30 days in advance of the annuity date. If no election is made,
payments will be made as an annuity under Option c, Life Annuity. Subject to our
approval, you may select any other annuity income option we then offer. Annuity
income options are not available to: (1) an assignee; or (2) any other than a
natural person except with our consent.
11.2 DESCRIPTION OF OPTIONS
Annuity income options aii., b., c. and d. are offered as fixed annuity options.
This means that the amount of each annuity payment will be set on the annuity
date and will not change.
ANNUITY INCOME OPTIONS:
ai. Interest Payment - We will hold any amount applied under this option.
Interest on the unpaid balance will be paid or credited each month at a rate
determined by us.
aii.Designated Amount Annuity - Monthly annuity payments will be for an agreed
fixed amount. Payments continue until the amount we hold runs out.
b. Designated Period Annuity - Monthly annuity payments are paid for a period
certain as elected up to 20 years.
c. Life Annuity - Monthly annuity payments are paid for the life of an
Annuitant, ceasing with the last annuity payment due prior to his or her
death. Variations provide for payments to be guaranteed to continue beyond
the lifetime of that person for a fixed period of time. One variation
assures that at least the original amount is returned in benefits (cash
refund). However, under all options, payments will continue as long as the
named person is alive.
d. Joint and Last Survivor Annuity - Monthly annuity payments are paid based on
the lives of two annuitants. Benefits cease with the last annuity payment
due prior to the survivor's death.
11.3 BASIS OF PAYMENT
The rate of interest payable under option ai, aii, and b will be guaranteed at
3% compounded yearly. Payments under option c and d will be based on a 3.5%
interest rate combined with the 1983 Table "a" Individual Annuity Table,
projected 17 years.
We may, at the time of election of an annuity income option, offer more
favorable rates in lieu of the guaranteed rates specified in the Annuity Tables.
<PAGE>
SECTION 12. NOTES ON OUR COMPUTATIONS
We have filed a detailed statement of method we use to compute policy values and
benefits with the state where this policy was delivered. The accumulation values
and the death benefit of this policy are not less than those required by the
laws of that state. Accumulation values and reserves are calculated in
accordance with the Standard Non-Forfeiture and Valuation Laws of the state in
which this policy is delivered.
<PAGE>
<TABLE>
<CAPTION>
TABLES OF SETTLEMENT OPTIONS
TABLE B (OPTION b) TABLE D (OPTION d)
Monthly Installments for Monthly Installments for each $1,000 of Net Proceeds
each $1,000 of net proceeds
Male & Male & Male & Male& Male&
Years Monthly Years Monthly Age Female Age Female Age Female Age Female Age Female
- ------------------------------- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 84.47 11 8.86 40 3.16 50 3.50 60 4.05 70 5.07 80 7.08
2 42.86 12 8.24 41 3.19 51 3.54 61 4.13 71 5.21 81 7.37
3 28.99 13 7.71 42 3.22 52 3.59 62 4.21 72 5.36 82 7.69
4 22.06 14 7.26 43 3.25 53 3.63 63 4.29 73 5.53 83 8.03
5 17.91 15 6.87 44 3.28 54 3.68 64 4.38 74 5.70 84 8.40
- ------------------------------- ---------------------------------------------------------------------------
6 15.14 16 6.53 45 3.31 55 3.74 65 4.48 75 5.89 85 8.79
7 13.16 17 6.23 46 3.34 56 3.79 66 4.58 76 6.10
8 11.68 18 5.96 47 3.38 57 3.85 67 4.69 77 6.32
9 10.53 19 5.73 48 3.42 58 3.92 68 4.81 78 6.55
10 9.61 20 5.51 49 3.46 59 3.98 69 4.93 79 6.81
- --------------------------------- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Income for payments other than monthly will be furnished by the Home Office upon request.
Table D values for combinations of ages not shown and values for 2 males or 2 females will be furnished by the Home Office upon
request.
TABLE C (OPTION C) Monthly Installments for each $1,000 of Net Proceeds
MALE FEMALE
- ----------------------------------------------------- -------------------------------------------------------
LIFE MONTHS CERTAIN CASH LIFE MONTHS CERTAIN CASH
AGE ONLY 60 120 180 240 REF. AGE ONLY 60 120 180 240 REF.
- ----------------------------------------------------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.54 3.54 3.53 3.52 3.50 3.46 40 3.33 3.33 3.33 3.32 3.31 3.29
41 3.58 3.58 3.57 3.56 3.54 3.50 41 3.36 3.36 3.36 3.36 3.35 3.32
42 3.63 3.63 3.62 3.60 3.57 3.54 42 3.40 3.40 3.40 3.39 3.38 3.36
43 3.68 3.67 3.66 3.64 3.62 3.58 43 3.44 3.44 3.43 3.43 3.41 3.39
44 3.73 3.72 3.71 3.69 3.66 3.62 44 3.48 3.48 3.47 3.46 3.45 3.42
- ----------------------------------------------------- ------------------------------------------------------
45 3.78 3.77 3.76 3.74 3.70 3.66 45 3.52 3.52 3.51 3.50 3.49 3.46
46 3.83 3.83 3.81 3.79 3.75 3.70 46 3.56 3.56 3.55 3.54 3.53 3.50
47 3.89 3.89 3.87 3.84 3.80 3.75 47 3.61 3.60 3.60 3.59 3.57 3.54
48 3.95 3.94 3.93 3.89 3.85 3.80 48 3.65 3.65 3.65 3.63 3.61 3.58
49 4.01 4.01 3.99 3.95 3.90 3.85 49 3.70 3.70 3.69 3.68 3.66 3.62
- ----------------------------------------------------- ------------------------------------------------------
50 4.08 4.07 4.05 4.01 3.95 3.90 50 3.76 3.75 3.75 3.73 3.70 3.67
51 4.15 4.14 4.11 4.07 4.00 3.96 51 3.81 3.81 3.80 3.78 3.75 3.72
52 4.22 4.21 4.18 4.13 4.06 4.02 52 3.87 3.87 3.86 3.83 3.80 3.76
53 4.30 4.29 4.26 4.20 4.12 4.08 53 3.93 3.93 3.91 3.89 3.85 3.82
54 4.38 4.37 4.33 4.27 4.18 4.14 54 4.00 3.99 3.98 3.95 3.91 3.87
- ----------------------------------------------------- ------------------------------------------------------
55 4.47 4.45 4.41 4.34 4.24 4.21 55 4.06 4.06 4.04 4.01 3.96 3.93
56 4.56 4.54 4.50 4.42 4.30 4.28 56 4.14 4.13 4.11 4.08 4.02 3.99
57 4.65 4.64 4.59 4.50 4.36 4.35 57 4.21 4.21 4.19 4.14 4.08 4.05
58 4.75 4.74 4.68 4.58 4.43 4.42 58 4.29 4.29 4.26 4.22 4.14 4.12
59 4.86 4.84 4.78 4.66 4.49 4.50 59 4.38 4.37 4.34 4.29 4.21 4.18
- ----------------------------------------------------- ------------------------------------------------------
60 4.98 4.96 4.88 4.75 4.56 4.59 60 4.47 4.46 4.43 4.37 4.28 4.26
61 5.10 5.08 4.99 4.84 4.62 4.67 61 4.57 4.56 4.52 4.45 4.34 4.33
62 5.23 5.20 5.11 4.93 4.69 4.77 62 4.67 4.66 4.62 4.54 4.41 4.41
63 5.38 5.34 5.23 5.03 4.76 4.86 63 4.78 4.77 4.72 4.63 4.48 4.50
64 5.53 5.49 5.35 5.13 4.82 4.96 64 4.90 4.88 4.82 4.72 4.56 4.58
- ----------------------------------------------------- ------------------------------------------------------
65 5.69 5.64 5.49 5.23 4.88 5.07 65 5.02 5.00 4.94 4.82 4.63 4.68
66 5.86 5.80 5.63 5.33 4.95 5.18 66 5.16 5.13 5.06 4.92 4.70 4.78
67 6.04 5.98 5.77 5.43 5.01 5.29 67 5.30 5.27 5.18 5.02 4.77 4.88
68 6.24 6.16 5.92 5.53 5.06 5.41 68 5.45 5.42 5.32 5.13 4.85 4.99
69 6.45 6.36 6.07 5.64 5.12 5.54 69 5.61 5.58 5.46 5.23 4.92 5.10
- ----------------------------------------------------- ------------------------------------------------------
70 6.67 6.56 6.23 5.74 5.17 5.67 70 5.79 5.75 5.60 5.35 4.98 5.22
71 6.91 6.78 6.40 5.84 5.21 5.81 71 5.98 5.93 5.76 5.46 5.05 5.35
72 7.16 7.01 6.57 5.93 5.26 5.96 72 6.19 6.13 5.92 5.57 5.11 5.49
73 7.43 7.25 6.74 6.03 5.30 6.11 73 6.41 6.34 6.10 5.69 5.17 5.63
74 7.72 7.51 6.91 6.12 5.33 6.27 74 6.66 6.56 6.27 5.80 5.22 5.78
- ----------------------------------------------------- ------------------------------------------------------
75 8.03 7.77 7.09 6.20 5.36 6.44 75 6.92 6.81 6.46 5.91 5.27 5.94
76 8.36 8.06 7.26 6.28 5.39 6.62 76 7.20 7.06 6.65 6.02 5.31 6.11
77 8.71 8.35 7.44 6.36 5.42 6.81 77 7.50 7.34 6.85 6.12 5.35 6.29
78 9.09 8.67 7.62 6.43 5.44 7.00 78 7.83 7.63 7.04 6.22 5.38 6.48
79 9.50 8.99 7.79 6.50 5.45 7.21 79 8.18 7.94 7.25 6.31 5.41 6.67
- ----------------------------------------------------- ------------------------------------------------------
80 9.93 9.33 7.96 6.56 5.47 7.43 80 8.56 8.27 7.45 6.39 5.43 6.88
81 10.40 9.68 8.12 6.61 5.48 7.65 81 8.98 8.62 7.65 6.47 5.45 7.11
82 10.89 10.05 8.28 6.66 5.49 7.89 82 9.43 8.99 7.85 6.54 5.47 7.34
83 11.42 10.42 8.43 6.70 5.50 8.15 83 9.92 9.37 8.04 6.60 5.48 7.58
84 11.98 10.80 8.58 6.74 5.50 8.41 84 10.45 9.78 8.22 6.65 5.49 7.84
85 12.58 11.19 8.71 6.77 5.51 8.69 85 11.02 10.20 8.39 6.70 5.50 8.12
- ----------------------------------------------------- ---------------------------------------------------------
Income for payments other than monthly will be furnished by the Home Office upon request.
Table C values for ages below 40 and above 85, and values for 300 and 360 months certain will be furnished by the Home Office
upon request.
</TABLE>
<PAGE>
Flexible Premium Deferred Variable Annuity Policy
EX-99.B5
Form of Application for Variable Annuity Contract
<PAGE>
AMERITAS LIFE INSURANCE CORP.
(HEREINAFTER REFERRED TO AS ALIC)
APPLICATION FOR ONE AMERITAS WAY
VARIABLE ANNUITY P.O. BOX 81889
(LL-VA) LINCOLN, NE 68501-1889
Instructions: Please print clearly in black ink. This form will be photocopied.
- --------------------------------------------------------------------------------
1 ANNUITANT _______________________ ________________________
If no Policy Owner is Name: Last / First / MI Social Security #
specified in section 2,
the Annuitant will be the _______________________ ________________________
policy owner. Address Date of Birth: mo.day yr.
_______________________
City/State/Zip
(______)_________________ [] Male [] Female
Daytime Phone #
- --------------------------------------------------------------------------------
2 POLICY OWNER ______________________ __________________________
Complete only if different Full Name Social Security #/Tax ID #
from the Annuitant.
(If a Trust, give Trustee, ______________________ __________________________
Trust name & Trust date) Relationship to Date of Birth: mo.day yr.
Annuitant
______________________ __________________________
Address If Trust, Trust Date:
mo. day yr.
All correspondence will be
sent to this address. ______________________
City/State/Zip
______________________ [] Male [] Female
Daytime Phone #
If Owner is not the Annuitant, you may want to
name an Owner's Designated Beneficiary in Section
12.
- --------------------------------------------------------------------------------
3 ANNUITANT'S PRIMARY CONTINGENT
BENEFICIARY ______________________ __________________________
Death Benefit proceeds are Name Name
payable to the primary
beneficiaries. Contingent ______________________ ___________________________
beneficiaries receive Relationship to Owner Relationship to Owner
proceeds only if no
primary beneficiaries ______________________ ___________________________
are alive upon death of Name Name
Annuitant.
______________________ ___________________________
Relationship to Owner Relationship to Owner
Unless you indicate otherwise, multiple
beneficiaries will be paid equally to those who
are alive upon death of Annuitant.
- --------------------------------------------------------------------------------
4 TYPE OF PLAN [] Nonqualified Qualified:
[] 408(b) IRA [] 401(a) Pension/
Profit Sharing
[] 408(k)SEP-IRA [] 401(k)Profit
Sharing
- --------------------------------------------------------------------------------
5 PAYMENT* [] Check enclosed with this application.
Please indicate $___________________ [] Transfer $____ Total Payment$____
if any part of []1035 Exchange $___ [] Rollover $____
the total payment [] Direct Tax Year for
will be from _____________________ Rollover $____ Payment __________
other sources. Name of Company
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
6 ALLOCATION VANGUARD NEUBERGER & BERMAN
Use whole percentages VARIABLE INSURANCE FUND ADVISORS MANAGEMENT TRUST
not less than 10%.
Fractional % will be Money Market _____% Limited Maturity Bond _____% ______________________ %
rounded. Allocations High-Grade Bond _____% Growth _____% ______________________ %
must total 100%. Balanced _____% Partners _____% ______________________ %
Equity Index _____% Balanced _____%
Equity Income _____% _____________________ _____% AMERITAS
Growth _____% _____________________ _____% Fixed Account ________ %
International _____% _____________________ _____% Total 100%
</TABLE>
- --------------------------------------------------------------------------------
7 REPLACEMENT Will the proposed policy replace or change any existing
annuity or insurance policy? [] Yes [] No
(If yes, provide company name, type of plan and year issued.)
- --------------------------------------------------------------------------------
*All premium checks must be made payable to Ameritas Life Insurance Corp.
Do not leave the payee blank or make check payable to the representative/agent.
- --------------------------------------------------------------------------------
<PAGE>
OPTIONAL PROVISIONS
Below are Optional Programs and Provisions available under this policy. Please
complete the information in each section for the option(s) selected.
- --------------------------------------------------------------------------------
8 TELEPHONE AUTHORIZATION I hereby authorize and direct ALIC to make
Unless waived, the allowable transfers of funds or reallocation of
Policy Owner will have net premiums among available subaccounts or to
automatic telephone complete other financial transactions as may be
transfer authorization. allowed by ALIC at the time of request,
based upon instructions received from the Policy
Owner by phone. ALIC will not be liable for
following instructions communicated by telephone
that it reasonably believes to be genuine. ALIC
will employ reasonable procedures, including
requiring the policy number to be stated, tape
recording all instructions, and mailing written
confirmations. If ALIC does not employ reasonable
procedures to confirm that instructions communi-
cated by telephone are genuine, ALIC may be liable
for any losses due to unauthorized or fraudulent
instructions.
I understand: a) all telephone transactions will be
recorded; and b) this authorization will continue
to be in force until the e arlier of (1) written
revocation by the Policy Owner is received by
ALIC or (2) ALIC discontinues this privilege.
[] I elect NOT to have telephone transfer authori-
zation
- --------------------------------------------------------------------------------
9 AUTOMATIC Please draw $______ from the bank account as shown
BANK DRAFT below on the ________(day) of each month and invest
as shown in Section 6 of this application.
PLEASE ATTACH A VOIDED
CHECK. ___________________________________________________
Name of Depositor/Account Name
Note: If voided check is
NOT attached and a ___________________________________________________
personal check accompan- Account Number
ies this application,
the account referenced ___________________________________________________
on the check will be Name of Bank, Branch and Bank Address
used to establish this
plan. This authorization can be terminated upon 30 days
written notice to the other party by the depositor
Minimum draft amount is or the Company. Ameritas may terminate this
$15. authorization if any debit entry is not honored.
X _________________________________________________
Authorized signature for above account.
- --------------------------------------------------------------------------------
10 DOLLAR COST Please transfer $_________ per month from the
AVERAGING Vanguard Money Market to the funds selected below.
This option will stay in effect until the Vanguard
Transfers totalling Money Market Account is depleted or until I cancel
less than $250 are not this option in writing or with an authorized
permitted. telephone instruction.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
VANGUARD NEUBERGER & BERMAN
VARIABLE INSURANCE FUND ADVISORS MANAGEMENT TRUST
Note: If this option is High-Grade Bond _____% Limited Maturity Bond _____% ______________________ %
chosen, there must be Balanced _____% Growth _____% ______________________ %
sufficient allocation to Equity Index _____% Partners _____% ______________________ %
the Vanguard Money Market Equity Income _____% Balanced _____% ______________________ %
in Section 6. Growth _____% _____________________ _____% ______________________ %
International _____% _____________________ _____% ______________________ %
_____________________ _____% ______________________ %
</TABLE>
- --------------------------------------------------------------------------------
11 ANNUITY DATE I wish to change the scheduled Annuity Date. I
understand this date must be at least 5 years after
Annuity payments are the policy date and prior to the Annuitant's age
scheduled to begin the 95.
later of 5 years or the
Annuitant's age 85. Date: Month ______________ Year ____________
However, you may request
a specific year in which
you wish the Annuitant This date may be amended in the future.
to begin receiving
payments.
- --------------------------------------------------------------------------------
12 OWNER'S The following individual is named as my Designated
DESIGNATED Beneficiary in case of my death prior to the
BENEFICIARY Annuity Date.
This section is only ___________________________________________________
applicable if the Name: Lase/First/MI
Annuitant and Policy
Owner are NOT the same. ___________________________________________________
Address
This person will become
owner of the policy ___________________________________________________
upon death of the City/State/Zip
original owner.
- --------------------------------------------------------------------------------
13 SPECIAL INSTRUCTIONS
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
14 SUITABILITY a. Annual income from occupation $________
INFORMATION b. Annual income from other sources $_____ Indicate sources(s)__
c. Projected income for next 12 months $__ (dividends, rental
Questions a. d. Estimated net worth (excluding home)$__ income, interest
through e. and e. Tax Bracket ___________________________ etc.)
the Investment f. Is the Proposed Annuitant a citizen of
Objectives/Risk the United States.? [] Yes [] No
Tolerance
section apply INVESTMENT OBJECTIVES & RISK TOLERANCE
to the Policy
Owner. Please review the investment policy and objectives of the fund
portfolios provided in the prospectus and supplemental
materials. In order to determine if this policy meets your
investment objectives and continuing financial needs, please
complete the following:
INVESTMENT OBJECTIVES
Please check at least one. Multiple objectives can be selected.
However, if more than one, please rank based on order of
importance to you. Primary = 1, Secondary = 2, etc.
___ Long Term ___ Short Term __ Income __ Tax __ Safety of
Gain Gain Advan- Principal
taged
RISK TOLERANCE
Please rank what level(s) of risk is acceptable to you. Your
ranking should be based on the level of risk most tolerable with
most tolerable = 1, least tolerable = 5. Your portfolio
selections should be consistent with the risk tolerance levels
you rank below.
___ Low ___ Moderate ___High ___Very High ___ Speculative
Risk Risk Risk Risk Risk
- --------------------------------------------------------------------------------
15 AMENDMENTS/ No change in the amount, plan, classification or
CORRECTIONS benefits will be effective unless agreed to in
writing by the owner. This space will not be used
in MD, PA, WV or any other state if not allowed by
Statute or Insurance Dept. Regs.
Home Office
Use Only
- --------------------------------------------------------------------------------
16 DISCLOSURES I HEREBY ACKNOWLEDGE RECEIPT OF THE CURRENT
PROSPECTUS, AND ANY SUPPLEMENTS, FOR THIS POLICY
[] Check here if INCLUDING ANY REQUIRED DISCLOSURE IF THIS
you wish to APPLICATION IS FOR A QUALIFIED PLAN.
receive a copy of
the Statement of I ALSO UNDERSTAND THAT THIS CONTRACT INCLUDES A
Additional PRE-DISPUTE ARBITRATION CLAUSE AND I HAVE REVIEWED
Information. THIS AGREEMENT.
- --------------------------------------------------------------------------------
17 AGREEMENTS I represent to the best of my knowledge and
belief that all statements and answers in this
application are complete and true. It is further
agreed that these statements and answers will
become a part of the policy when issued.
I UNDERSTAND THAT: A)POLICY VALUES NOT IN THE FIXED
ACCOUNT MAY INCREASE OR DECREASE IN ACCORDANCE WITH
THE EXPERIENCE OF THE SELECTED INVESTMENT OPTIONS
OF THE SEPARATE ACCOUNT; B)THE AMOUNT OF THE
BENEFIT PAYABLE ON SURRENDER IS NOT GUARANTEED, BUT
IS DEPENDENT ON THE THEN SURRENDER VALUE; AND C)
THIS POLICY MEETS MY INVESTMENT OBJECTIVES AND
ANTICIPATED FINANCIAL NEEDS.
I certify under penalty of perjury that: a) the
number shown on this form is my correct social
security number (TIN); and b) I am not subject to
backup withholding either because I have not been
notified that I am subject to backup withholding as
a result of a failure to report all interest and
dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
NOTE: YOU MUST STRIKE THROUGH ITEM (B) ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE
SUBJECT TO BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
18 SIGNATURES Dated at (City, State) _______ On this Date ______
NOTE: ACCUMULATION X ______________________ X _______________________
VALUES OF THE Signature of Annuitant Signature of Policy
PROPOSED POLICY ARE (Parent or Guardian if Owner if not
VARIABLE AND ARE NOT Juvenile) Annuitant, Parent, or
GUARANTEED AS TO FIXED Guardian (If a
DOLLAR AMOUNTS. Corporation or Trust,
show full name)
X__________________________________________________
Signature(s) and Title of Officer or Trustee(s)
- --------------------------------------------------------------------------------
19 REPRESENTATIVE'S/ Do you have any knowledge or reason to believe
AGENT'S that replacement of existing insurance or annuity
STATEMENT coverage may be involved?
[]Yes []No
I certify that: (1) the information provided by the
owner has been accurately recorded; (2) a current
prospectus and all supplements were delivered; and
(3) I have reasonable grounds to recommend the
purchase of the policy as suitable for the owner.
__________________________________________________
Signature of Registered Code FL Agents Only-
Representative/Agent Provide FL
License #
___________________________________________________
Representative/Agent Name Code
(Please Print)
___________________________________________________
Agency or Broker/Dealer (Please Print)
___________________________________________________
Broker/Dealer Review Principal Signature
- --------------------------------------------------------------------------------
<PAGE>
IMPORTANT INFORMATION
For Residents of the States of FL, KY, NJ, OH AND PA.
Please review the statements below as applicable.
NOTE FOR NEW JERSEY RESIDENTS: Any person who includes any false or misleading
information on an application for an insurance policy is subject to criminal and
civil penalties.
NOTE FOR KENTUCKY AND OHIO RESIDENTS: Any person who, with intent to defraud or
knowing that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty
of insurance fraud.
NOTE FOR PENNSYLVANIA RESIDENTS: Any person who knowingly and with intent to
defraud any insurance company or other person files an application for insurance
or statement of claim containing any materially false information or conceals
for the purpose of misleading, information concerning any fact material thereto
commits a fraudulent insurance act, which is @crime and subjects such person to
criminal and civil penalties.
NOTE FOR FLORIDA RESIDENTS: Any person who knowingly and with intent to injure,
defraud, or deceive any insurer files an application containing any false,
incomplete, or misleading information is guilty of a felony of the third degree.
- --------------------------------------------------------------------------------
* * * * IMPORTANT * * * *
The following notice is for all applicants to review.
PRE-DISPUTE ARBITRATION CLAUSE
1. Arbitration Disclosures
. Arbitration is final and binding on the parties.
. The parties are waiving their right to seek remedies in court, including
the right to a jury trial.
. The arbitrator's award is not required to include factual findings or
legal reasoning and any party's right to appeal or to seek modification of
rulings by the arbitrators is strictly limited.
. The panel of arbitrators will typically include a minority of arbitrators
who were or are affiliated with the securities industry.
2. Agreement to arbitrate controversies.
It is agreed that any controversy between us arising out of your business or
this agreement, shall be submitted to arbitration conducted before the
National Association of Securities Dealers, Inc. and in accordance with its
rules. Arbitration must be commenced by service upon the other party or a
written demand for arbitration or a written notice of intention to
arbitrate.
No person shall bring a putative or certified class action to arbitration,
not seek to enforce any pre-dispute arbitration agreement against any person
who has initiated in court a putative class action; or who is a member of a
putative class action who has not opted out of the class with respect to
any claims encompassed by the putative class action until: (i) the class
certification is denied, (ii) the class action is decertified; or (iii) the
customer is excluded from the class by the court. Such forbearance to
enforce an agreement to arbitrate shall not constitute a waiver of any
rights under this agreement except to the extent stated herein.
EX-99.B6a
Certificate of Incorporation of Ameritas Life Insurance Corp.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
AMENDED ARTICLES OF INCORPORATION
May 6, 1996
These Amended Articles of Incorporation supersede the Articles of Incorporation
of the Company adopted May 6, 1887 and all amendments thereto.
ARTICLE I
The name of the Company is and shall continue to be Ameritas Life Insurance
Corp. by which name, or by the name of Ameritas Financial Services or Bankers
Life Insurance Company of Nebraska, which it may in its discretion and where
permitted use as its style and mark, it shall conduct its business.
The principle place of business of the Company shall be at Lincoln, Lancaster
County, Nebraska.
The Company shall have perpetual existence.
The resident agent to the Company shall be Neal E. Tyner, the Chief Executive
Officer of the Company, whose address is the Company office located at 5900 O
Street, Lincoln, Nebraska.
The Company, which is a mutual life insurance company, has no capital stock and
no stockholders. The liability of the members shall be limited to the payment of
premiums upon their policies.
ARTICLE II
The nature of the business to be transacted and the objects and purposes,
promoted and carried on by the Company are:
(1) to carry on a life insurance business in all of its aspects,
issuing all forms of life insurance, endowment, annuity
and other contracts related to life insurance, whether
providing for fixed sums or variable benefits and all of the
activities related to such business;
(2) to carry on the accident and sickness insurance business
in all of its aspects, issuing contracts of insurance
providing reimbursement, indemnification, and other benefits
for hospital and medical expenses, disability from accident or
sickness, and all of the activities related to such business;
(3) to carry on the business of the reinsurance of risks and
contracts written by any other insurer in any line of
insurance authorized for the Company;
(4) to carry on to the full extent authorized by law for mutual
life insurance companies either directly or through affiliated
corporations the investment and financial management business
and the business of providing business services of all
appropriate sorts to others.
The Company, which is a mutual life insurance company, shall have all of the
powers of a general business corporation organized under the Nebraska Business
Corporation Act not prohibited by law for mutual life insurance companies, and
all of the powers necessary and convenient to carrying out the objects and
purposes of the Company.
<PAGE>
ARTICLE III
1. The business and prudential affairs of the Company shall be conducted by a
Board of Directors, selected from among the policyholders, in number not less
than nine nor more than twenty-one, divided into three classes as nearly equal
in number as may be, as the By-laws of the Company shall provide. At least three
Directors shall be residents of Nebraska. The term of office of each Director
shall be three years and until his successor shall be elected and qualified.
2. The Board of Directors shall exercise all of the corporate powers of the
Company except as otherwise provided by law and shall manage all the property,
business and affairs of the Company. A majority of the Board of Directors shall
constitute a quorum. The Board of Directors may provide for the appointment of
an Executive Committee from among its number and may, to the extent allowed by
law, delegate to such committee any or all of its powers and authority not
reserved or restricted by these articles. Such delegation of powers and
authority shall be set out in the By-laws of the Company.
3. The Board of Directors shall have full power from time to time to make,
alter, amend and rescind by-laws, rules and regulations for the conduct of the
business and affairs of the Company in conformity with the provisions of this
amended charter, and to employ or provide for the employment of such officers
and agents and appoint such committees as it may in its discretion find
appropriate for the conduct of such business and affairs.
4. The method of electing Directors to replace Directors whose terms are
expiring shall be as follows:
a) At each annual meeting of the policyholders, there shall be elected for
a term of three years a class of Directors to replace those whose terms
shall be expiring, and to elect a Director or Directors to fill any
vacancy existing for the unexpired term.
b) At least seven months before the day fixed for election of Directors,
the Board of Directors shall by a vote of a majority of its number
nominate a candidate for each office of Director to be filled at such
next ensuing election. The Directors shall file with the Director
of Insurance of the State of Nebraska, at Lincoln, Nebraska, a
certificate of such nominations giving the name, occupation and address
of each nominee. Any vacancy occurring among the nominees shall
be promptly filed by the Board of Directors and a similar certificate
filed.
c) Nominations for candidates to fill vacancies on the Board of Directors
may also be made by petition filed with the Secretary of the Company at
least five months prior to the meeting at which the election is to be
held. Each such petition shall carry, in addition to the name, address,
date of signing, and policy number of each signer, the name, address,
occupation and statement of qualifications of each nominee. The minimum
number of valid signatures required for nomination shall be three
percent of the total number of qualified voters. No signatures affixed
to the petition more than sixty days before the filing shall be
counted. Upon receipt of proper nomination by petition the Secretary
shall forward to the Director of Insurance of the State of Nebraska
notice of such nomination and shall include the names of such nominees
on the ballot with nominees of the Board of Directors with appropriate
designations.
d) The qualified voters of the Company shall consist of every policyholder
with one or more policies in force as of the date of his voting. For
the purposes of this section the term "policyholder" shall mean:(1) the
person insured under an individual policy of insurance issued by the
Company upon the application of such person, (2) the person who
effectuates any such policy naming another person as the insured,
(3) the payee under a pure endowment or annuity contract, (4) the
person, firm, corporation, trustee or other entity effectuating a
contract of group insurance or group annuity contract, except in each
case where the policy or contract names another as owner thereof, in
<PAGE>
which case such owner shall be deemed to be the policyholder. No other
person shall be deemed to be a policyholder for the purposes of this
section.
(e) Each qualified voter of the Company at such election shall be entitled
to cast one vote in person or by proxy. No appointment of a proxy
shall be valid unless in writing, dated and signed by a qualified
voter and filed with the Secretary of the Company not less than five
days before the election. Every proxy shall expire six months after
the date of its execution by the policyholder unless otherwise
provided in the policy application.
5. Any vacancy in the Board of Directors occurring during the term of any
Director may be filled by the Board of Directors for the unexpired term. Such a
selection shall be made by a majority vote of the full number of Directors.
6. Any vacancy in the Board of Directors occurring during the four months prior
to the next ensuing election may be filled by the Board of Directors for the
unexpired term plus the period between the next ensuing election and the
election at the succeeding annual meeting. Such a selection shall be made by a
majority vote of the full number of Directors. At the succeeding election there
shall be nominated a candidate for a term of two years, the balance of the
vacant term, in the same manner as a nomination for a three-year term.
ARTICLE IV
The Board of Directors shall annually elect either a Chairman of the Board or a
President (or both), either of whom may be designated by the Board of Directors
as the Chief Executive Officer, a Secretary, a Treasurer and such Vice
Presidents as may be provided for by the By-laws, and shall appoint or employ or
provide for the appointment or employment of such additional officers and
employees as they may determine to be desirable. One person may hold more than
one executive office at a time, except that the Chairman of the Board and the
President may not also hold the office of Secretary, Treasurer, or Vice
President.
ARTICLE V
Beginning in the year 1997, the annual meeting of the policyholders shall be
held at the Home Office of the company on such day and at such time of day as
may be determined by the Board of Directors, but in no event later than June 30
of each year. Special meetings of policyholders may be called at any time by the
Chief Executive Officer, and shall be called by him upon request from a majority
of the Board of Directors. Notice of every special meeting of policyholders
shall be mailed to each of the qualified voters as defined herein at his last
known address not less than ten (10) nor more than fifty (50) days prior to the
date set for the meeting. Such notice shall state the date and place of the
special meeting, as well as the purpose for which it is called.
ARTICLE VI
The Company may issue policies on either a participating or a non-participating
basis as the Board of Directors may determine and as clearly stated in each
policy. The Board of Directors shall annually determine the amount of divisible
surplus available for distribution thereof to the respective classes of
participating policies, and provide for payment thereof to the policyholder
either in cash or the application thereof in such manner as may be stipulated in
the policy contract.
<PAGE>
ARTICLE VII
Pursuant to the provisions of Nebraska Revised Statute, Section 21-2035, no
Outside Director of the company shall be liable to the company or its
policyholders for monetary damages for breach of fiduciary duty as a director
unless such breach of fiduciary duty as a director is a result of, (a) Any act
or omission not in good faith which involves intentional misconduct or a knowing
violation of the law; (b) Any transaction from which the outside director
derived an improper direct or indirect financial benefit; (c) Paying a dividend
or approving a stock repurchase which was in violation of the Nebraska Business
Corporation Act; (d) Any act or omission which violates a declaratory or
injunctive order obtained by the company or its policyholders; and (e) Any act
or omission occurring prior to the date this provision becomes effective. For
purposes of this article, Outside Directors shall be as defined in Nebraska
Revised Statute Section 21-2035.
ARTICLE VIII
These Articles may be amended at any annual meeting of the policyholders by a
vote of two-thirds of the qualified voters present and voting in person or by
proxy, or at a special meeting of the policyholders by a like vote, but no
amendment shall be acted upon at a special meeting unless the notice of such
meeting includes a copy of the proposed amendment.
* * * * * * *
I, Norman M. Krivosha, duly elected and qualified Secretary of Ameritas
Life Insurance Corp., Lincoln, Nebraska, hereby certify that the foregoing
Amended Articles of Incorporation is a true and exact copy of the Articles of
Incorporation duly adopted by the Board of Directors of Ameritas Life Insurance
Corp. on May 6, 1996, and approved by the Policyholders of Ameritas Life
Insurance Corp. on May 6, 1996, and that said Amended Articles of Incorporation
are in full force and effect.
IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused the
corporate seal of said corporation to be hereunto affixed this 7th day of
June, 1996.
/s/ Norman M. Krivosha
-----------------------------------------
Secretary
EX-99.B6b
Bylaws of Ameritas Life Insurance Corp.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
AMENDED BY-LAWS
May 1, 1995
ARTICLE I
Board of Directors
1. The Board of Directors shall consist of thirteen members divided
into three classes and elected by the Policyholders from their number as in the
Articles of Incorporation provided. No outside Director shall serve beyond the
last day of the month in which he or she shall reach his or her 70th birthday.
No inside Director shall serve after his or her retirement from active company
service provided however, if an inside Director is elected prior to his or her
retirement, he or she may continue to serve as a Director until the end of the
term for which he or she shall have been elected.
2. A majority of the Board shall constitute a quorum for the
transaction of business.
3. The Board of Directors shall meet as frequently as the dispatch of
business shall require and in any event at least four times in each calendar
year. The annual meeting of the Board of Directors shall be held in the Home
Office of the Company at 9:30 A.M. on the same day as the Annual Meeting of
Policyholders. Other meetings of the Board shall be at such time and place as
shall be fixed at each of its regular meetings for the next succeeding meeting,
and in the case of called meetings as stated in the notice of call of the
meeting.
4. Meetings of the Board of Directors other than the annual meeting may
be held upon the call of the President and shall be promptly called upon written
request by a majority of the Directors. The time and place of each such meeting
shall be stated in a written notice of call which shall be transmitted by the
Secretary through regular mail to each Director at his address on record with
the Secretary in sufficient time to permit convenient travel by usual means to
the place of the meeting. Call or notice of call or both may be waived by any
Director either before or after the meeting and attendance at any meeting by any
Director shall constitute a waiver by him of call and notice of call.
Members of the Board of Directors or of any committee appointed
by the Board may participate in a meeting other than the annual meeting by
means of conference telephone or similar communications equipment whereby all
members participating in the meeting hear each other, and participation
in such meeting in such manner shall constitute presence in person at such
meeting.
5. (a) Each Director shall be paid One Hundred Dollars ($100.00) for
attendance at the Annual Board Meeting.
(b) In addition to the compensation set forth in the above paragraph
(a), each Director, not regularly employed as a full-time employee by the
Company, shall be paid an annual compensation payable monthly as shall be
determined by the Board of Directors from time to time, as well as such
additional compensation for attending meetings of the Board of Directors or
meetings of committees as determined by the Board of Directors from time to time
as well as being reimbursed for reasonable expenses incurred in attending such
meetings.
<PAGE>
ARTICLE II
Officers
1. The staff of Executive Officers of the Company shall be:
a) A President
b) Such number of Vice Presidents and Second Vice Presidents as
the Board of Directors shall from time to time determine
c) A Secretary
d) A Treasurer
One person may hold more than one executive office at the same time,
except the President cannot also hold the office of Secretary, Treasurer or Vice
President.
2. At each annual meeting the Board of Directors shall elect the
Executive Officers named above and may elect any other officers including a
Chairman of the Board which it shall deem appropriate, assign the official
titles to each, fix and authorize payment of the compensation of each such
officer, and provide for the duties of such office.
3. The Officers elected by the Board shall hold their respective
positions from time of election until the next annual meeting of the Board of
Directors and until their successors are elected. Vacancies occurring among the
Executive Officers may be filled by action of the Board of Directors.
4. Any officer elected by the Board of Directors may be removed by it
at any time and his title, duties, and compensation adjusted upon affirmative
vote of a majority of the Board. A finding by the Board of Directors that any
officer is permanently disabled shall create a vacancy in the office held by
such officer.
5. The Executive Committee may at its discretion and consistent with
the Articles and By-Laws of the Company designated such administrative officers
as it may deem proper and delegate such duties, responsibilities and authority
to them as it may determine.
ARTICLE III
Committees
1. At each of its annual meetings, the Board of Directors shall elect
not less than three of its members to serve with the President as the Executive
Committee for the ensuing year and until their successors are elected and
qualified. Any vacancy in the Executive Committee occurring during the year may
be filled for the unexpired term by the Board of Directors. The Committee shall
meet at least once each calendar month except those months in which the Board of
Directors meets and at a time and place fixed by the Committee at a previous
meeting or in the notice of call of the meeting by the chairman of the
committee. Notice of call of meetings may be written or by telephone and shall
be given to each member in sufficient time to permit convenient travel by usual
means to the meeting. Call and notice of call of meetings may be waived before
or after the meeting and attendance at any meeting shall constitute a waiver of
call and notice of call thereof by the attending member. Three members of the
Executive Committee shall constitute a quorum for the transaction of business.
Except as limited by the laws of the State of Nebraska or the
provisions of the Articles of Incorporation, the Executive Committee shall
possess and exercise all of the powers of the Board of Directors in the interim
between meetings of the Board of Directors. The Executive Committee shall carry
into practical effect all orders and directions of the Board of Directors and
shall in such interim decide all questions of current business policy. The
Secretary shall promptly forward a copy of the minutes of each
<PAGE>
meeting of the Executive Committee to each Director. It may appoint, employ or
remove, or authorize the appointment, employment or removal of such supervisory
and administrative officers and employees as it shall deem necessary for the
conduct of the Company's business, including one or more Assistant Secretaries
and one or more Assistant Treasurers with full authority to perform the duties
of Secretary and Treasurer respectively and fix and authorize payment of the
compensation of such officers and employees. It may, at its discretion, adjust
the compensation of such officers and employees so appointed or employed.
2. At each of its annual meetings, the Board of Directors shall elect
not less than three of its members to serve with the President as the Finance
Committee for the ensuing year and until their successors are elected and
qualified. The Finance Committee shall be charged with the duty of investing or
lending funds of the Company, and also charged with the approval of banks,
banking institutions and other places of deposit of the funds and securities of
the Company. Any vacancy in the Finance Committee occurring during the year may
be filled by the Board of Directors for the unexpired term. Three members of the
Finance Committee shall constitute a quorum for the transaction of business.
3. At each of its annual meetings, the Board of Directors shall elect
not less than three of its members to serve as the Organization and Compensation
Committee of the Board. The Committee shall be responsible for reviewing the
organization and succession structure and compensation policies of the Company
and making recommendations to the Board for assigning titles and fixing
compensation of elected officers.
4. At each of its annual meetings, the Board of Directors shall elect
not less than three of its members to serve as an Audit Committee. The Committee
shall be responsible for recommending to the Board of Directors the selection of
independent auditors, reviewing of the scope and results of such audits, as well
as internal audits, and reviewing with independent auditors and internal
auditors the adequacy of the Company's accounting, financial, and operating
controls.
5. The Board of Directors may establish and discontinue standing
committees as it may from time to time consider necessary and proper delegating
to them such responsibilities and authority as it may deem appropriate, and
designate a chairman of each committee. The President shall be an ex officio
member of each standing committee with full voting rights.
6. The chairman of each committee other than the Executive Committee
shall appoint a committee secretary who shall keep minutes of the official votes
and acts of the committee and such other records of the committee's
deliberations and activities as the chairman shall direct. The committee
secretary shall keep one copy of such minutes and shall file a copy with the
Secretary of the Company and send a copy to each member of the Executive
Committee.
7. Vacancies in any standing committee other than the Executive and
Finance Committees may be filled by action of the Executive Committee.
ARTICLE IV
Duties of Officers
1. The Chairman of the Board if one is elected or the President if a
Chairman of the Board has not been elected or if both offices are held by the
same individual shall preside at all meetings of the Policyholders, the Board of
Directors, the Executive Committee and the Finance Committee. He shall, unless a
different officer be so designated by the Board of Directors, be the Chief
Executive Officer of the Company, and as such shall have the general direction
and supervision of the business affairs of the Company, subject to the direction
of the Board of Directors. He may delegate such duties and responsibilities and
authority to other officers as he may deem proper.
<PAGE>
2. The President shall have general control and management of the
business affairs of the Company subject to the direction of the Board of
Directors. He may delegate such duties and responsibilities and authority to
other officers as he may deem proper.
3. The Secretary shall give due notice of special meetings of
policyholders and shall keep accurate minutes and records of all meetings of
policyholders. He shall be secretary to the Board of Directors and the Executive
Committee and as such shall give due notice of meetings of each and shall keep
accurate minutes and records of the proceedings at all meetings of both. He
shall have general supervision over all corporate records of the Company and
shall perform such other duties as the Board of Directors or the Executive
Committee shall direct.
4. The Treasurer shall see that just and true cash, check, bank and
other proper financial records are kept, especially including records of all
moneys received, deposited, drawn and disbursed. He shall be generally in charge
of the safekeeping of the assets of the Company and shall perform such other
duties as the Board of Directors or the Executive Committee shall direct.
5. The powers, authority, duties and responsibilities of other
executive officers shall be delegated and defined by the Board of Directors, or
if no such delegation and definition be made, then by the President.
ARTICLE V
Indemnification and Nonliability
The Company shall indemnify any person who was, or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, officer or employee of
the Company or is or was serving at the request of the Company as a director,
officer or employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding to the full extent authorized
by the laws of Nebraska.
No person employed by Company at its Home Office in Lincoln,
Nebraska; serving as an officer of Company; or serving, at the request of
Company, as an officer or employee of one of Company's subsidiaries, shall be
personally liable to Company or any shareholders thereof for monetary damages
of any type which arise as a result of acts or omissions by the employee or
officer which are related to the employee's job responsibilities with Company,
which are done in good faith, and which do not involve intentional misconduct
or a knowing violation of the law.
ARTICLE VI
These By-Laws may be amended by the Board of Directors at any
regular meeting, but only by affirmative vote of a majority of the full Board.
* * * * * * * *
<PAGE>
I, Norman M. Krivosha, duly elected and qualified Secretary of Ameritas
Life Insurance Corp., Lincoln, Nebraska, hereby certify that the foregoing
Amended By-Laws, is a true and exact copy of the By-Laws duly adopted by the
Board of Directors of Ameritas Life Insurance Corp. on May 1, 1995, and that
said By-Laws are in full force and effect.
IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused
the corporate seal of said corporation to be hereunto affixed this 7th day of
June, 1996.
/s/ Norman M. Krivosha
_______________________________________
Secretary
EX-99.B8a
Participation Agreement
<PAGE>
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT made as of the 20th day of December, 1995, by and
between NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST ("TRUST"), a Delaware
business trust, ADVISERS MANAGERS TRUST ("Managers Trust"), a New York common
law trust, NEUBERGER & BERMAN MANAGEMENT INCORPORATED ("N&B MANAGEMENT"), a New
York corporation, and AMERITAS LIFE INSURANCE CORP. ("LIFE COMPANY"), a life
insurance company organized under the laws of the State of Nebraska.
WHEREAS, TRUST and MANAGERS TRUST are registered with the Securities
and Exchange Commission ("SEC") under the Investment Company Act of 1940, as
amended ("'40 Act") as open-end, diversified management investment companies;
and
WHEREAS, TRUST is organized as a series fund comprised of several
portfolios ("Portfolios"), the currently available of which are listed on
Appendix A hereto; and
WHEREAS, MANAGERS TRUST is organized as a series fund, comprised of
several portfolios ("Series"), the currently operational of which are listed on
Appendix A hereto; and
WHEREAS, each Portfolio of TRUST will invest all of its net investable
assets in a corresponding Series of MANAGERS TRUST; and
WHEREAS, TRUST was organized to act as the funding vehicle for certain
variable life insurance and/or variable annuity contracts ("Variable Contracts')
offered by life insurance companies through separate accounts of such life
insurance companies ('Participating Insurance Companies") and also offers its
shares to certain qualified pension and retirement plans; and
WHEREAS, TRUST has received an order from the SEC, dated May 5, 1995
(File No. 812-9164), granting Participating Insurance Companies and their
separate accounts exemptions from the provisions of Sections 9(a), 13(a),
15(a) and 15(b) of the '40 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Portfolios of the
TRUST to be sold to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life insurance companies
and certain qualified pension and retirement plans (the "Order"); and
WHEREAS, LIFE COMPANY has established or will establish one or more
separate accounts ("Separate Accounts") to offer Variable Contracts and is
desirous of having TRUST as one of the underlying funding vehicles for such
Variable Contracts; and
1
<PAGE>
WHEREAS, N&B MANAGEMENT is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 and as a broker-dealer under
the Securities Exchange Act of 1934, as amended; and
WHEREAS, N&B MANAGEMENT is the administrator and distributor of the
shares of each Portfolio of TRUST and investment manager of the corresponding
Series of MANAGERS TRUST; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the
aforementioned Variable Contracts and TRUST is authorized to sell such shares to
LIFE COMPANY at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, LIFE
COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT agree as follows:
Article I. SALE OF TRUST SHARES
--------------------
1.1 TRUST agrees to make available to the Separate Accounts of LIFE
COMPANY shares of the selected Portfolios as listed on Appendix B for investment
of purchase payments of Variable Contracts allocated to the designated Separate
Accounts as provided in TRUST's Prospectus.
1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected
Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily
basis at the net asset value next computed after receipt by TRUST or its
designee of the order for the shares of TRUST. For purposes of this Section 1.2,
LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE
COMPANY and receipt by such designee shall constitute receipt by TRUST; provided
that TRUST receives notice of such order by 9:30 a.m. New York time on the next
following Business Day. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which TRUST calculates its net asset
value pursuant to the rules of the SEC.
1.3 TRUST agrees to redeem for cash, on LIFE COMPANY's request, any
full or fractional shares of TRUST held by LIFE COMPANY, executing such requests
on a daily basis at the net asset value next computed after receipt by TRUST or
its designee of the request for redemption. For purposes of this Section 1.3,
LIFE COMPANY shall be the designee of TRUST for receipt of requests for
redemption from LIFE COMPANY and receipt by such designee shall constitute
receipt by TRUST; provided that TRUST receives notice of such request for
redemption by 9:30 a.m. New York time on the next following Business Day.
2
<PAGE>
1.4 TRUST shall furnish, on or before the ex-dividend date, notice to
LIFE COMPANY of any income dividends or capital gain distributions payable on
the shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all
such income dividends and capital gain distributions as are payable on a
Portfolio's shares in additional shares of the Portfolio. TRUST shall notify
LIFE COMPANY of the number of shares so issued as payment of such dividends and
distributions.
1.5 TRUST shall make the net asset value per share for the selected
Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably
practicable after the net asset value per share is calculated but shall use its
best efforts to make such net asset value available by 6:30 p.m. New York time.
However, if such net asset value is not available until after 9:00 P.M. New York
time, then Trust will agree to sell or redeem shares under Section 1.2, 1.3 or
1.6, if such orders are received by 1 0:00 A.M. New York time on the next
following Business Day. If TRUST provides LIFE COMPANY with materially incorrect
share net asset value information through no fault of LIFE COMPANY, LIFE COMPANY
on behalf of the Separate Accounts, shall be entitled to an adjustment to the
number of shares purchased or redeemed to reflect the correct share net asset
value. Any material error in the calculation of net asset value per share,
dividend or capital gain information shall be reported promptly upon discovery
to LIFE COMPANY.
1.6 At the end of each Business Day, LIFE COMPANY shall use the
information described in Section 1.5 to calculate Separate Account unit values
for the day. Using these unit values, LIFE COMPANY shall process each such
Business Day's Separate Account transactions based on requests and premiums
received by it by the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m. New York time) to determine the net dollar amount
of TRUST shares which shall be purchased or redeemed at that day's closing net
asset value per share. The net purchase or redemption orders so determined shall
be transmitted to TRUST by LIFE COMPANY by 9:30 a.m. New York Time on the
Business Day next following LIFE COMPANY's receipt of such requests and premiums
in accordance with the terms of Sections 1.2 and 1.3 hereof, except when TRUST
agrees to accept later orders as set forth in Section 1.5.
1.7 If LIFE COMPANY's order requests the purchase of TRUST shares, LIFE
COMPANY shall pay for such purchase by wiring federal funds to TRUST or its
designated custodial account on the day the order is transmitted by LIFE
COMPANY. If LIFE COMPANY's order requests a net redemption resulting in a
payment of redemption proceeds to LIFE COMPANY, TRUST shall wire the redemption
proceeds to LIFE COMPANY consistent with its normal practice by the next
Business Day, unless doing so would require TRUST to dispose of portfolio
securities or otherwise incur additional costs, but in such event, proceeds
shall be wired to LIFE COMPANY within three days and TRUST shall notify the
person designated in writing by LIFE COMPANY as the recipient for such notice of
such delay by 3:00 p.m. New York Time the same Business Day that LIFE COMPANY
transmits the redemption order to TRUST. If LIFE COMPANY's order
3
<PAGE>
requests the application of redemption proceeds from the redemption of shares to
the purchase of shares of another fund administered or distributed by N&B
MANAGEMENT, TRUST shall so apply such proceeds the same Business Day that LIFE
COMPANY transmits such order to TRUST.
1.8 TRUST agrees that all shares of the Portfolios of TRUST will be
sold only to Participating Insurance Companies which have agreed to participate
in TRUST to fund their Separate Accounts and/or to certain qualified pension and
other retirement plans, all in accordance with the requirements of Section
817(h) of the Internal Revenue Code of 1986, as amended ("Code") and Treasury
Regulation 1.817-5. Shares of the Portfolios of TRUST will not be sold directly
to the general public.
1.9 TRUST may refuse to sell shares of any Portfolio to any person, or
suspend or terminate the offering of the shares of any Portfolio if such action
is required by law or by regulatory authorities having jurisdiction or is, in
the sole discretion of the Board of Trustees of TRUST, acting in good faith and
in light of its fiduciary duties under federal and any applicable state laws,
deemed necessary and in the best interests of the shareholders of such
Portfolios.
Article II. REPRESENTATIONS AND WARRANTIES
------------------------------
2.1 LIFE COMPANY represents and warrants that it is an insurance
company duly organized and in good standing under the laws of Nebraska and that
it has legally and validly established each Separate Account as a segregated
asset account under such laws, and that Ameritas Investment Corp. the principal
underwriter for the Contracts, is registered as a broker-dealer under the
Securities Exchange Act of 1934.
2.2 LIFE COMPANY represents and warrants that it has registered or,
prior to any issuance or sale of the Variable Contracts, will register each
Separate Account as a unit investment trust ("UIT") in accordance with the
provisions of the '40 Act and cause each Separate Account to remain so
registered to serve as a segregated asset account for the Variable Contracts,
unless an exemption from registration is available.
2.3 LIFE COMPANY represents and warrants that the Variable Contracts
will be registered under the Securities Act of 1933 (the "'33 Act") unless an
exemption from registration is available prior to any issuance or sale of the
Variable Contracts and that the Variable Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and further that the sale of the Variable Contracts shall comply in all material
respects with state insurance law suitability requirements.
2.4 LIFE COMPANY represents and warrants that the Variable Contracts
are currently and at the time of issuance will be treated as life insurance,
endowment or annuity contracts under applicable provisions of the Code, that it
will maintain such
4
<PAGE>
treatment and that it will notify TRUST immediately upon having a reasonable
basis for believing that the Variable Contracts have ceased to be so treated or
that they might not be so treated in the future.
2.5 TRUST represents and warrants that the Portfolio shares offered and
sold pursuant to this Agreement will be registered under the '33 Act and sold in
accordance with all applicable federal and state laws, and TRUST shall be
registered under the '40 Act prior to and at the time of any issuance or sale of
such shares. TRUST shall amend its registration statement under the '33 Act and
the '40 Act from time to time as required in order to effect the continuous
offering of its shares. TRUST shall register and qualify its shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by TRUST.
2.6 TRUST represents and warrants that each Portfolio will comply with
the diversification requirements set forth in Section 817(h) of the Code, and
the rules and regulations thereunder, including without limitation Treasury
Regulation 1.817-5, and will notify LIFE COMPANY immediately upon having a
reasonable basis for believing any Portfolio has ceased to comply or might not
so comply and will immediately take all reasonable steps to adequately diversify
the Portfolio to achieve compliance within the grace period afforded by
Regulation 1.817-5.
2.7 TRUST represents and warrants that each Portfolio invested in by
the Separate Account is currently qualified as a "regulated investment company"
under Subchapter M of the Code, that it will make every effort to maintain such
qualification and will notify LIFE COMPANY immediately upon having a reasonable
basis for believing it has ceased to so qualify or might not so qualify in the
future.
Article III. PROSPECTUS AND PROXY STATEMENTS
-------------------------------
3.1 TRUST shall prepare and be responsible for filing with the SEC and
any state regulators requiring such filing all shareholder reports, notices,
proxy materials (or similar materials such as voting instruction solicitation
materials), prospectuses and statements of additional information of TRUST.
TRUST shall bear the costs of registration and qualification of shares of the
Portfolios, preparation and filing of the documents listed in this Section 3.1
and all taxes to which an issuer is subject on the issuance and transfer of its
shares.
3.2 TRUST will bear the printing costs (or duplicating costs with
respect to the statement of additional information) and mailing costs associated
with the delivery of the following TRUST (or individual Portfolio) documents,
and any supplements thereto, to existing Variable Contract owners of LIFE
COMPANY:
(i) prospectuses and statements of additional information;
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(ii) annual and semi-annual reports; and
(iii) proxy materials.
LIFE COMPANY will submit any bills for printing, duplicating
and/or mailing costs, relating to the TRUST documents described above, to TRUST
for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use
its best efforts to control these costs. LIFE COMPANY will provide TRUST on a
semi-annual basis, or more frequently as reasonably requested by TRUST, with a
current tabulation of the number of existing Variable Contract owners of LIFE
COMPANY whose Variable Contract values are invested in TRUST. This tabulation
will be sent to TRUST in the form of a letter signed by a duly authorized
officer of LIFE COMPANY attesting to the accuracy of the information contained
in the letter. If requested by LIFE COMPANY, the TRUST shall provide such
documentation (including a final copy of the TRUST's prospectus as set in type
or in camera-ready copy) and other assistance as is reasonably necessary in
order for LIFE COMPANY to print together in one document the current prospectus
for the Variable Contracts issued by LIFE COMPANY and the current prospectus for
the TRUST. Should LIFE COMPANY wish to print any of these documents in a format
different from that provided by TRUST, LIFE COMPANY shall provide Trust with
sixty (60) days' prior written notice and LIFE COMPANY shall bear the cost
associated with any format change.
3.3 TRUST will provide, at its expense, LIFE COMPANY with the following
TRUST (or individual Portfolio) documents, and any supplements thereto, with
respect to prospective Variable Contract owners of LIFE COMPANY:
(i) camera ready copy of the current prospectus for printing by
the LIFE COMPANY;
(ii) a copy of the statement of additional information suitable
for duplication;
(iii) camera ready copy of proxy material suitable for printing;
and
(iv) camera ready copy of the annual and semi-annual reports for
printing by the LIFE COMPANY.
3.4 TRUST will provide LIFE COMPANY with at least one complete copy of
all prospectuses, statements of additional information, annual and semi-annual
reports, proxy statements, exemptive applications and all amendments or
supplements to any of the above that relate to the Portfolios promptly after the
filing of each such document with the SEC or other regulatory authority. LIFE
COMPANY will provide TRUST with at least one complete copy of all prospectuses,
statements of additional information, annual and semi-annual reports, proxy
statements, exemptive applications and all amendments or supple-
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ments to any of the above that relate to a Separate Account promptly after the
filing of each such document with the SEC or other regulatory authority.
Article IV. SALES MATERIALS
---------------
4.1 (a) LIFE COMPANY will furnish, or will cause to be furnished, to
TRUST and N&B MANAGEMENT, each piece of sales literature or other promotional
material in which TRUST, MANAGERS TRUST or N&B MANAGEMENT is named, at least
fifteen (15) Business Days prior to its intended use. No such material will be
used if TRUST, MANAGERS TRUST or N&B MANAGEMENT objects to its use in writing
within ten (10) Business Days after receipt of such material.
(b) TRUST will provide LIFE COMPANY marketing support concerning
the Portfolios of the TRUST in order to support LIFE COMPANY sales
efforts with consumers, advisers, and representatives. The TRUST performance
will be provided monthly on a timely and reliable basis. LIFE COMPANY's
designated representative will have access to TRUST representatives during
normal business hours to answer specific questions regarding Portfolios of the
TRUST. The providing of all such information described in this Section 4.1 (b)
or the providing of answers to such questions by TRUST shall be without cost to
LIFE COMPANY.
4.2 TRUST and N&B MANAGEMENT will furnish, or will cause to be
furnished, to LIFE COMPANY, each piece of sales literature or other promotional
material in which LIFE COMPANY or its Separate Accounts are named, at least
fifteen (15) Business Days prior to its intended use. No such material will be
used if LIFE COMPANY objects to its use in writing within ten (10) Business Days
after receipt of such material.
4.3 TRUST and its affiliates and agents shall not give any information
or make any representations on behalf of LIFE COMPANY or concerning LIFE
COMPANY, the Separate Accounts, or the Variable Contracts issued by LIFE
COMPANY, other than the information or representations contained in a
registration statement or prospectus for such Variable Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports of the Separate Accounts or reports prepared for
distribution to owners of such Variable Contracts, or in sales literature or
other promotional material approved by LIFE COMPANY or its designee, except with
the written permission of LIFE COMPANY.
4.4 LIFE COMPANY and its affiliates and agents shall not give any
information or make any representations on behalf of TRUST or concerning TRUST
other than the information or representations contained in a registration
statement or prospectus for TRUST, as such registration statement and prospectus
may be amended or supplemented from time to time, or in sales literature or
other promotional material approved by TRUST or its designee, except with the
written permission of TRUST.
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4.5 For purposes of this Agreement, the phrase "sales literature or
other promotional material" or words of similar import include, without
limitation, advertisements (such as material published, or designed for use, in
a newspaper, magazine or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures or other
public media), sales literature (such as any written communication distributed
or made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar texts, or
reprints or excerpts of any other advertisement, sales literature, or published
article), educational or training materials or other communications distributed
or made generally available to some or all agents or employees, registration
statements, prospectuses, statements of additional information, shareholder
reports and proxy materials, and any other material constituting sales
literature or advertising under National Association of Securities Dealers, Inc.
rules, the '40 Act or the '33 Act.
Article V. POTENTIAL CONFLICTS
-------------------
5.1 The Board of Trustees of TRUST and MANAGERS TRUST (the "Boards")
will monitor TRUST and MANAGERS TRUST, respectively, (collectively the "Funds"),
for the existence of any material irreconcilable conflict between the interests
of the Variable Contract owners of Participating Insurance Company Separate
Accounts investing in the Funds. A material irreconcilable conflict may arise
for a variety of reasons, including: (a) state insurance regulatory authority
action; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling, or
any similar action by insurance, tax, or securities regulatory authorities; c)
an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of the Funds are being managed; (e) a difference
in voting instructions given by variable annuity and variable life insurance
contract owners or by contract owners of different Participating Insurance
Companies; or (f) a decision by a Participating Insurance Company to disregard
voting instructions of Variable Contract owners.
5.2 LIFE COMPANY will report any potential or existing conflicts to the
Boards. LIFE COMPANY will be responsible for assisting each appropriate Board in
carrying out its responsibilities under the Conditions set forth in the notice
issued by the SEC for the Funds on April 12, 1995 (the "Notice") (Investment
Company Act Release No. 21003), which LIFE COMPANY has reviewed, by providing
each appropriate Board with all information reasonably necessary for it to
consider any issues raised. This responsibility includes, but is not limited to,
an obligation by LIFE COMPANY to inform each appropriate Board whenever Variable
Contract owner voting instructions are disregarded by LIFE COMPANY. These
responsibilities will be carried out with a view only to the interests of the
Variable Contract owners.
5.3 If a majority of the Board of a Fund or a majority of its
disinterested trustees or directors, determines that a material irreconcilable
conflict exists, affecting the LIFE
8
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COMPANY, LIFE COMPANY at its expense and to the extent reasonably practicable
(as determined by a majority of disinterested trustees or directors), will take
any steps necessary to remedy or eliminate the irreconcilable material conflict,
including: (a) withdrawing the assets allocable to some or all of the Separate
Accounts from the Funds or any series thereof and reinvesting those assets in a
different investment medium, which may include another series of TRUST or
MANAGERS TRUST, or another investment company or submitting the question as to
whether such segregation should be implemented to a vote of all affected
Variable Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., Variable Contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected Variable Contract owners the option of making such a change; and (b)
establishing a new registered management investment company or managed separate
account. If a material irreconcilable conflict arises because of LIFE COMPANY's
decision to disregard Variable Contract owner voting instructions, and that
decision represents a minority position or would preclude a majority vote, LIFE
COMPANY may be required, at the election of the relevant Fund, to withdraw its
Separate Account's investment in such Fund, and no charge or penalty will be
imposed as a result of such withdrawal. The responsibility to take such remedial
action shall be carried out with a view only to the interests of the Variable
Contract owners.
For the purposes of this Section 5.3, a majority of the disinterested
members of the applicable Board shall determine whether or not any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the relevant Fund or N&B MANAGEMENT (or any other investment adviser of the
Funds) be required to establish a new funding medium for any Variable Contract.
Further, LIFE COMPANY shall not be required by this Section 5.3 to establish a
new funding medium for any Variable Contract if any offer to do so has been
declined by a vote of a majority of Variable Contract owners materially affected
by the irreconcilable material conflict.
5.4 Any Board's determination of the existence of an irreconcilable
material conflict and its implications shall be made known promptly and in
writing to LIFE COMPANY.
5.5 No less than annually, LIFE COMPANY shall submit to the Boards such
reports, materials or data as such Boards may reasonably request so that the
Boards may fully carry out the obligations imposed upon them by these
Conditions. Such reports, materials, and data shall be submitted more frequently
if deemed appropriate by the applicable Boards.
Article VI. VOTING
------
6.1 LIFE COMPANY will provide pass-through voting privileges to all
Variable Contract owners so long as the SEC continues to interpret the '40 Act
as requiring pass-through voting privileges for Variable Contract owners. This
condition will apply to UIT-
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Separate Accounts investing in TRUST and to managed separate accounts investing
in MANAGERS TRUST to the extent a vote is required with respect to matters
relating to MANAGERS TRUST. Accordingly, LIFE COMPANY, where applicable, will
vote shares of a Fund held in its Separate Accounts in a manner consistent with
voting instructions timely received from its Variable Contract owners. LIFE
COMPANY will be responsible for assuring that each of its Separate Accounts that
participates in any Fund calculates voting privileges in a manner consistent
with other participants as defined in the Conditions set forth in the Notice
("Participants"). The obligation to calculate voting privileges in a manner
consistent with all other Separate Accounts investing in a Fund will be a
contractual obligation of all Participants under the agreements governing
participation in the Funds. Each Participant will vote shares for which it has
not received timely voting instructions, as well as shares it owns, in the same
proportion as its votes those shares for which it has received voting
instructions.
6.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the '40
Act or the rules thereunder with respect to mixed and shared funding on terms
and conditions materially different from any exemptions granted in the Order,
then TRUST, MANAGERS TRUST and/or the Participants, as appropriate, shall take
such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as
amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.
Article VII. INDEMNIFICATION
---------------
7.1 Indemnification by LIFE COMPANY. LIFE COMPANY agrees to indemnify
and hold harmless TRUST, MANAGERS TRUST, N&B MANAGEMENT and each of their
Trustees, directors, officers, employees and agents and each person, if any, who
controls TRUST or MANAGERS TRUST or N&B MANAGEMENT within the meaning of Section
15 of the '33 Act (collectively, the "Indemnified Parties" for purposes of this
Article VII) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of LIFE COMPANY, which
consent shall not be unreasonably withheld) or litigation (including legal and
other expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof or settlements
are related to the sale or acquisition of TRUST's shares or the Variable
Contracts and:
(a) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the Registration Statement or prospectus for the Variable
Contracts or contained in the Variable Contracts (or any
amendment or supplement to any of the foregoing), or arise out
of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the
10
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statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished to LIFE COMPANY by or on
behalf of TRUST for use in the registration statement or
prospectus for the Variable Contracts or in the Variable
Contracts or sales literature (or any amendment or supplement)
or otherwise for use in connection with the sale of the
Variable Contracts or TRUST shares; or
(b) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature of
TRUST not supplied by LIFE COMPANY, or persons under its
control) or wrongful conduct of LIFE COMPANY or persons under
its control, with respect to the sale or distribution of the
Variable Contracts or TRUST shares; or
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement,
prospectus, or sales literature of TRUST or any amendment
thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such statement or omission or such alleged
statement or omission was made in reliance upon and in
conformity with information furnished to TRUST by or on behalf
of LIFE COMPANY; or
(d) arise as a result of any failure by LIFE COMPANY to
substantially provide the services and furnish the materials
under the terms of this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by LIFE COMPANY in this
Agreement or arise out of or result from any other material
breach of this Agreement by LIFE COMPANY.
7.2 LIFE COMPANY shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
TRUST, whichever is applicable.
7.3 LIFE COMPANY shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified LIFE COMPANY in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been
11
<PAGE>
served upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but failure to notify
LIFE COMPANY of any such claim shall not relieve LIFE COMPANY from any liability
which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such
action is brought against an Indemnified Party, LIFE COMPANY shall be entitled
to participate at its own expense in the defense of such action. LIFE COMPANY
also shall be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from LIFE COMPANY to such party
of LIFE COMPANY's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
LIFE COMPANY will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
7.4 Indemnification by N&B MANAGEMENT. N&B MANAGEMENT agrees to
indemnify and hold harmless LIFE COMPANY and each of its directors, officers,
employees, and agents and each person, if any, who controls LIFE COMPANY within
the meaning of Section 15 of the '33 Act (collectively, the "Indemnified
Parties" for the purposes of this Article VII) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of N&B MANAGEMENT which consent shall not be unreasonably
withheld) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of TRUST's shares or the Variable Contracts and:
(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement or prospectus or sales literature of
TRUST(or any amendment or supplement to any of the foregoing),
or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall
not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to
N&B MANAGEMENT or TRUST by or on behalf of LIFE COMPANY for
use in the registration statement or prospectus for TRUST
or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Variable
contracts or TRUST shares; or
12
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(b) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Variable Contracts not supplied by N&B MANAGEMENT or persons
under its control) or wrongful conduct of TRUST or N&B
MANAGEMENT or persons under their control, with respect to the
sale or distribution of the Variable Contracts or TRUST
shares; or
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement,
prospectus, or sales literature covering the Variable
Contracts, or any amendment thereof or supplement thereto or
the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to
LIFE COMPANY for inclusion therein by or on behalf of TRUST;
or
(d) arise as a result of (i) a failure by TRUST to substantially
provide the services and furnish the materials under the terms
of this Agreement; or (ii) a failure by a Portfolio(s)
invested in by the Separate Account to comply with the
diversification requirements of Section 817(h) of the Code; or
(iii) a failure by a Portfolio(s) invested in by the Separate
Account to qualify as a "regulated investment company" under
Subchapter M of the Code; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by N&B MANAGEMENT in this
Agreement or arise out of or result from any other material
breach of this Agreement by N&B MANAGEMENT.
7.5 N&B MANAGEMENT shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
LIFE COMPANY.
7.6 N&B MANAGEMENT shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified N&B MANAGEMENT in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall
13
<PAGE>
have been served upon such Indemnified Party (or after such Indemnified Party
shall have received notice of such service on any designated agent), but failure
to notify N&B MANAGEMENT of any such claim shall not relieve N&B MANAGEMENT from
any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision.
In case any such action is brought against the Indemnified Parties, N&B
MANAGEMENT shall be entitled to participate at its own expense in the defense
thereof. N&B MANAGEMENT also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice from
N&B MANAGEMENT to such party of N&B MANAGEMENT'S election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and N&B MANAGEMENT will not be liable to such
party under this Agreement for any legal or other expenses subsequently incurred
by such party independently in connection with the defense thereof other than
reasonable costs of investigation.
Article VIII. TERM: TERMINATION
-----------------
8.1 This Agreement shall be effective as of the date hereof and shall
continue in force until terminated in accordance with the provisions herein.
8.2 This Agreement shall terminate in accordance with the following
provisions:
(a) At the option of LIFE COMPANY or TRUST at any time
from the date hereof upon 180 days' notice, unless a
shorter time is agreed to by the parties;
(b) At the option of LIFE COMPANY, if TRUST shares are
not reasonably available to meet the requirements of
the Variable Contracts as determined by LIFE COMPANY.
Prompt notice of election to terminate shall be
furnished by LIFE COMPANY, said termination to be
effective ten days after receipt of notice unless
TRUST makes available a sufficient number of shares
to reasonably meet the requirements of the Variable
Contracts within said ten-day period;
(c) At the option of LIFE COMPANY, upon the institution
of formal proceedings against TRUST by the SEC, or
any other regulatory body, the expected or
anticipated ruling, judgment or outcome of which
would, in LIFE COMPANY's reasonable judgment,
materially impair TRUST's ability to meet and perform
TRUST's obligations and duties hereunder. Prompt
notice of election to terminate shall be furnished by
LIFE COMPANY with said termination to be effective
upon receipt of notice;
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(d) At the option of TRUST, upon the institution of
formal proceedings against LIFE COMPANY by the SEC,
the National Association of Securities Dealers, Inc.,
or any other regulatory body, the expected or
anticipated ruling, judgment or outcome of which
would, in TRUST's reasonable judgment, materially
impair LIFE COMPANY's ability to meet and perform its
obligations and duties hereunder. Prompt notice of
election to terminate shall be furnished by TRUST
with said termination to be effective upon receipt of
notice;
(e) In the event TRUST's shares are not registered,
issued or sold in accordance with applicable state or
federal law, or such law precludes the use of such
shares as the underlying investment medium of
Variable Contracts issued or to be issued by LIFE
COMPANY. Termination shall be effective upon such
occurrence without notice;
(f) At the option of TRUST if the Variable Contracts
cease to qualify as annuity contracts or life
insurance contracts, as applicable, under the Code,
or if TRUST reasonably believes that the Variable
Contracts may fail to so qualify. Termination shall
be effective upon receipt of notice by LIFE COMPANY;
(g) At the option of LIFE COMPANY, upon TRUST's breach of
any material provision of this Agreement, which
breach has not been cured to the satisfaction of LIFE
COMPANY within ten days after written notice of such
breach is delivered to TRUST;
(h) At the option of TRUST, upon LIFE COMPANY's breach of
any material provision of this Agreement, which
breach has not been cured to the satisfaction of
TRUST within ten days after written notice of such
breach is delivered to LIFE COMPANY;
(i) At the option of TRUST, if the Variable Contracts are
not registered, issued or sold in accordance with
applicable federal and/or state law. Termination
shall be effective immediately upon such occurrence
without notice;
(j) In the event this Agreement is assigned without the
prior written consent of LIFE COMPANY, TRUST,
MANAGERS TRUST and N&B MANAGEMENT, termination shall
be effective immediately upon such occurrence without
notice.
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8.3 Notwithstanding any termination of this Agreement pursuant to
Section 8.2 hereof, LIFE COMPANY at its option may continue to purchase
additional TRUST shares, as provided below, pursuant to the terms and conditions
of this Agreement, for all Variable Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing Contracts").
Under such circumstances, only the owners of the Existing Contracts or LIFE
COMPANY, whichever shall have legal authority to do so, shall be permitted to
reallocated investments in TRUST, redeem investments in TRUST and/or invest in
TRUST upon the payment of additional premiums under the Existing Contracts.
Furthermore, the provisions of this Agreement shall remain in effect and
thereafter either the TRUST or LIFE COMPANY may terminate the Agreement, as so
continued pursuant to this Section 8.3, upon prior written notice to the other
party, such notice to be for a period that is reasonable under the circumstances
but, if given by the TRUST, shall not be effective prior to the LIFE COMPANY
obtaining any necessary approval from the SEC and/or state insurance authorities
to make substitutions for the shares held by the Separate Accounts. In such
event, LIFE COMPANY shall make A REASONABLE good faith effort to obtain in a
reasonable period of time such necessary approvals.
8.4 Except as necessary to implement Variable Contract owner initiated
transactions, or as required by state insurance laws or regulations, LIFE
COMPANY shall not redeem the shares attributable to the Variable Contracts (as
opposed to the shares attributable to LIFE COMPANY's assets held in the Separate
Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from
allocating payments to a Portfolio that was otherwise available under the
Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have
notified TRUST of its intention to do so.
Article IX. NOTICES
-------
Any notice hereunder shall be given by registered or certified mail
return receipt requested to the other party at the address of such party set
forth below or at such other address as such party may from time to time specify
in writing to the other party.
If to TRUST, MANAGERS TRUST or N&B MANAGEMENT:
Neuberger & Berman Management Incorporated
605 Third Avenue
New York, NY 10158-0006
Attention: Ellen Metzger, General Counsel
If to LIFE COMPANY:
Ameritas Life Insurance Corp.
One Ameritas Way
Lincoln, NE 68501
Attention: Norman M. Krivosha
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Notice shall be deemed given on the date of receipt by the addressee as
evidenced by the return receipt.
Article X. MISCELLANEOUS
-------------
10.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
10.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.3 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
10.4 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New York. It
shall also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the SEC granting exemptive
relief therefrom and the conditions of such orders.
10.5 The parties agree that the assets and liabilities of each Series
are separate and distinct from the assets and liabilities of each other Series.
No Series shall be liable or shall be charged for any debt, obligation or
liability of any other Series. No Trustee, officer or agent shall be personally
liable for such debt, obligation or liability of any Series or Portfolio and no
Portfolio or other investor, other than the Portfolio or other investors
investing in the Series which incurs a debt, obligation or liability, shall be
liable therefor.
10.6 Each party shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
National Association of Securities Dealers, Inc. and state insurance regulators)
and shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
10.7 The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
17
<PAGE>
10.8 No provision of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by TRUST,
MANAGERS TRUST, N&B MANAGEMENT and the LIFE COMPANY.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Fund Participation Agreement as of the date and year
first above written.
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
By: /s/ Stanley Egener
------------------------
Name: Stanley Egener
Title: Chairman
ADVISERS MANAGERS TRUST
By: /s/ Stanley Egener
-----------------------
Name: Stanley Egener
Title: Chairman
NEUBERGER & BERMAN
MANAGEMENT INCORPORATED
By: /s/ Michael Weiner
-------------------------
Name: Michael Weiner
Title: Sr. Vice President & Treasurer
AMERITAS LIFE INSURANCE CORP.
By: /s/ Richard Vautravers
--------------------------
Name: Richard Vautravers
Title: Vice President, Ameritas Low-Load
<PAGE>
APPENDIX A
Neuberger & Berman Advisers Corresponding Series of
Management Trust and its Series (Portfolios) Advisers Managers Trust (Series)
- -------------------------------------------- ---------------------------------
Balanced Portfolio AMT Balanced Investments
Government Income Portfolio AMT Government Income Investments
Growth Portfolio AMT Growth Investments
Limited Maturity Bond Portfolio AMT Limited Maturity Bond
Investments
Liquid Asset Portfolio AMT Liquid Asset Investments
Partners Portfolio AMT Partners Investments
<PAGE>
APPENDIX B
Separate Accounts Selected Portfolios
- ----------------- -------------------
Ameritas Life Insurance Corp Balanced Portfolio
Separate Account LLVL
Growth Portfolio
Limited Maturity Bond Portfolio
Partners Portfolio
EX-99.B8b
Proposed Participation Agreement
<PAGE>
PARTICIPATION AGREEMENT
-----------------------
Among
VANGUARD VARIABLE INSURANCE FUND
--------------------------------
AND
---
THE VANGUARD GROUP, INC.
------------------------
and
AMERITAS LIFE INSURANCE CORP.
-----------------------------
THIS AGREEMENT, made and entered into as of this _______ day of
__________, 1996 by and among AMERITAS LIFE INSURANCE CORP., (hereinafter the
"Company"), a Nebraska corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule C hereto as may be
amended from time to time (each such account hereinafter referred to as the
"Account"), and The Vanguard Group, Inc. ("Sponsor"), Vanguard Variable
Insurance Fund, a business fund organized under the laws of the Commonwealth of
Pennsylvania (hereinafter the "Fund").
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
substantially similar to this Agreement (hereinafter "Participation Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended, ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 Act"); and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company on the date shown for such Account on Schedule C hereto, to set aside
and invest assets attributable to the aforesaid variable life and annuity
contracts; and
WHEREAS, the Company has registered or will register each account as a
unit investment Trust under the 1940 Act; and
1
<PAGE>
WHEREAS, Vanguard Marketing Corporation (Consultant), a wholly owned
subsidiary of Sponsor is registered as a broker dealer with the Securities &
Exchange Commission under the Securities Exchange Act of 1934, as amended,
(hereinafter the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Sponsor is authorized to sell such shares to the
Accounts at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Sponsor agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Sponsor agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company shall
be the designee of the Fund for receipt of such orders from each Account and
receipt by such designee shall constitute receipt by the Fund; provided that in
the normal course of business the Fund receives notice of such order by 8:30
a.m. New York time on the next following Business Day. The Fund may, at its
discretion, accept orders to purchase until 3:00 p.m. New York time. "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Fund calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission.
1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Trustees") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Trustees
acting in good faith and in light of their fiduciary duties under Federal and
any applicable state laws, or regulations necessary in the best interests of the
shareholders of such Portfolio.
2
<PAGE>
1.3. The Fund and the Sponsor agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts. No
shares of any Portfolio will be sold to the general public.
1.4. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.4, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that in the normal course of business
the Fund receives notice of such request for redemption by 8:30 a.m. New York
time on the next following Business Day. The Fund may, at its discretion, accept
orders to redeem until 3:00 p.m. New York time.
1.5. The Company agrees to purchase and redeem the shares of each
Portfolio offered by the then current prospectus of the Fund and in accordance
with the provisions of such prospectus. The Company agrees that all net amounts
available under the variable life and variable annuity contracts with the form
number(s) which are listed on Schedule A attached hereto and incorporated herein
by this reference, as such Schedule A may be amended from time to time hereafter
by mutual written agreement of all the parties hereto (the "Contracts"), shall
be invested in the Fund, in such other funds advised by the Adviser as may be
mutually agreed to in writing by the parties hereto, or in the Company's general
account, provided that such amounts may also be invested in investment companies
other than the Fund.
1.6. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. The Fund shall pay for Fund shares redeemed on the next
business day after the order to redeem is made in accordance with the provisions
of Section 1.4 hereof. Payment shall be in federal funds transmitted by wire.
For purposes of Section 2.8 and 2.9, upon receipt by the Fund or the Company of
the federal funds so wired, such funds shall cease to be the responsibility of,
respectively, the Company or the Fund and shall become the responsibility of
respectively the Fund or the Company. It is agreed that the Company and the Fund
may net the money wire transfers necessary to effect its orders to purchase and
redeem units.
1.7. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.
1.8. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the company of any income, dividends or
capital gain distributions payable on
3
<PAGE>
the Funds' shares. The Company hereby elects to receive all such income,
dividends, and capital gain distributions as are payable on the Portfolio shares
in additional shares of that Portfolio. The Company reserves the right to revoke
this election and to receive all such income dividends and capital gain
distributions in cash. The Fund shall notify the Company of the number of shares
so issued as payment of such dividends and distributions.
1.9. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:15 p.m. New
York time. In the event that the Fund shall fail to make available to the
Company the net asset value per share for each portfolio by 6:15 p.m. New York
time, on any particular day, then in that event, the Sponsor and the Fund agree
to extend to the Company a time to receive from the Company notice to purchase
or redeem shares of the fund as provided in Section 1.1 and 1.4 above for a
period of time beyond 8:30 a.m. New York time equal to the time which expired
after 6:15 p.m. New York time on the previous day.
1.10. The Fund will be managed in such a manner as to comply with
Section 8.17(h) of the Internal Revenue Code of 1986, as amended, and Treasury
Regulation 1.817-5, relating to the diversification requirements for Variable
Annuity Endowment for life insurance contracts and any amendments or other
modifications to such Sections or Regulations. In the event the Fund becomes
aware that any portfolio of the Fund has failed to comply with such Code or
Regulation, it will take all necessary steps (a) to notify the Company of such
failure, and (b) to adequately diversify the portfolio so as to achieve
compliance.
ARTICLE II. Representations and Warranties
------------------------------
2.1. The Company represents and warrants that the Contracts are or will
be registered under the 933 Act: that the Contracts will be sold without the
imposition of a sales load, contingent deferred sales charge, or surrender
charge; that if Company anticipates imposing a premium load deducted to
reimburse them for the cost of deferring the tax deduction of policy acquisition
costs, they will have received an appropriate exemptive order from the
Commission before imposing such charge, provided however, that the partial
withdrawal charge imposed by the Company to compensate it for the administrative
costs involved in effecting the withdrawal, as described in the Company's
prospectus, shall be permitted; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and that the sale of the Contracts shall comply in all material respects with
state insurance
4
<PAGE>
suitability requirements. The Company further represents and warrants that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under Section 44-402.01
of the Nebraska Insurance Code and has registered or, prior to any issuance or
sale of the Contracts, will register each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Nebraska and all
applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification under Subchapter M or any successor or similar provision and that
it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.
2.4. The Company represents that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable provisions of
the Code and that it will make every effort to maintain such treatment and that
it will notify the Fund and the Sponsor immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.
2.5. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are, and shall at all times, remain in compliance with the laws of the
State of Nebraska and the Fund and the Sponsor represent that their respective
operations are, and shall at all times, remain in material compliance with the
laws of the State of Nebraska to the extent required to perform this Agreement.
2.6. The Sponsor represents and warrants that Consultant is in good
standing with the NASD and is registered as a broker-dealer with the SEC. The
Sponsor further represents that Consultant will
5
<PAGE>
sell and distribute the Fund shares in accordance with the laws of the State of
Nebraska and all applicable state and federal securities laws, including without
limitation the 1933 Act, the 1934 Act, and the 1940 Act.
2.7. The Fund represents that it is lawfully organized and validly
existing under the laws of the State of New York and that it does and will
comply in all material respects with the 1940 Act.
2.8. The Fund and Sponsor represent and warrant that all of its
Trustees, directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimum coverage as required currently by Regulation 270.17g-1 of the 1940 Act
or related provisions as may be promulgated from time to time. The aforesaid
bond shall include coverage for larceny and embezzlement and shall be issued by
a reputable bonding company.
2.9. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by Regulation 270.17g-1 of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.
ARTICLE III. Prospectuses and Proxy Statements: Voting
-----------------------------------------
3.1. The Sponsor will bear the printing costs, (or duplicating costs
with respect to the Statement of Additional Information) and mailing costs
associated with the delivery of the following Fund documents and any supplement
thereto to existing variable contract owners of Company:
(1) statements of additional information;
(2) annual and semi-annual reports;
(3) proxy materials
Company will submit any bills for printing, duplicating or mailing
costs relating to the Fund documents described above to the Sponsor for
reimbursement by the Sponsor. Company shall monitor such costs and shall use its
best efforts to control these costs. Company will provide the Sponsor on a
semi-annual basis or more frequently as reasonably requested by the Sponsor the
current tabulation of
6
<PAGE>
the number of existing variable contract owners of Company whose variable
contract values are invested in the Fund.
3.2. Sponsor will provide to Company for respective variable contract
owners of Company the following Fund documents and any supplement thereto:
(1) camera ready copy (PMT's) of the current prospectus for printing by
the Company;
(2) a copy of the Statement of Additional Information suitable for
duplication;
(3) camera ready copy (PMT's) of proxy materials suitable for
printing; and
(4) annual and semi-annual reports in camera ready form
3.3. If and to the extent required by law the Company shall:
(i)solicit voting instructions from contract owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such portfolio
for which instructions have been received; so long as and to
the extent that the Securities and Exchange Commission continues
to interpret the 1940 Act to require pass-through voting
privileges for variable contract owners. The Company reserves
the right to vote Fund shares held in any segregated asset
account in its own right, to the extent permitted by law. The
Company shall be responsible for assuring that each of its
separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth
on Schedule B attached hereto and incorporated herein by this
reference.
3.4. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the Funds described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of Trustees and
with whatever rules the Commission and/or the state of organization may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Sponsor is named, at the
7
<PAGE>
earliest practical stage of its development and at least concurrent with its
submission to the NASD. No such material shall be used if the Fund or its
designee makes a material objection to such use within three Business Days after
receipt of such material.
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Sponsor, except with the permission of the Fund or the
Sponsor or its designee.
4.3. The Fund, Sponsor, or its designee shall furnish, or shall cause
to be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company or its separate account(s),
is named at the earliest practical stage of development and at least concurrent
with its submission to the NASD. No such material shall be used if the Company
or its designee makes a material objection to such use within three Business
Days after receipt of such material.
4.4. The Fund and the Sponsor shall not give any information or make
any representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than he information or representations contained
in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials
originated by the Fund or Sponsor, applications for exemptions, requests for
no-action letters, and all amendments to any of the above, that relate to the
Fund or its shares, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting
8
<PAGE>
instructions, sales literature and other promotional materials, and all
amendments to any of the above, that relate to the Contracts or each Account.
4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboard, motion pictures, or other public media), sales
literature (i.e. any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund and Sponsor shall pay no fee or other compensation to the
Company under this agreement. No portion of the Fund's contribution to Sponsor
for distribution expenses will be paid to the Company, nor will such Company
receive any other payments from either Sponsor or the Fund. Sponsor further
agrees that during the term of this agreement it will not pay to any company
having a same or similar participation agreement with Sponsor any fees,
expenses, or allowances.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal and state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and reports to contract owners (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by any federal or state law, all taxes on the issuance of
transfer of the Fund's shares.
5.3 The Company shall bear the cost of printing the prospectus and all
of the fund documents which are to be used in sales solicitations or shall bear
its proportionate share of such costs if the policy and all Fund prospectuses
are bound into a single document. In the event that the Fund terminates this
Contract under 10.1(a) or the Company terminates the Contract under 10.1(b),
(d), (f), (g), (h), (k) the
9
<PAGE>
Fund will: (i) reimburse the Company for the Company's cost in connection with
distributing prospectuses, periodic reports, and any other information or
documents to policyholders of Contracts in effect on the effective date of the
termination as set out in Article 10.4; (ii) pay the cost of printing,
distribution and tabulation of proxy solicitation to policyowners of Contracts
in effect on the effective date of the termination as set out in Article 10.4.
5.4. Fund or Sponsor will provide to Company marketing support
concerning the portfolios of the Fund in order to support company sales efforts
with consumers, advisers, and representatives. The Fund performance will be
provided monthly on a timely and reliable basis. Material will be made available
quarterly providing market overviews from the Fund manager. Brochures describing
the sponsor will be made available for distribution to advisers and consumers
upon request by Company. Company's designated Home Office representative will
have access to Fund representatives during normal business hours to answer
specific questions regarding portfolios of the Fund. The providing of all such
information described in this Paragraph 5.4 or the providing of answers to such
questions by Fund or Sponsor shall be without cost to the Company.
ARTICLE VI. Diversification
---------------
6.1. The Fund will at all times invest money from the Contracts in such
a manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations.
ARTICLE VII. Potential Conflicts
-------------------
7.1. The Board of Trustees of the Fund (the "Board") will monitor the
Fund for the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretive letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an
10
<PAGE>
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an it determines that an irreconcilable material
conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority of
its disinterested Trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but no limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement; provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must
take place within six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six month period the
Sponsor and Fund shall continue to accept and implement orders by the Company
for the purchase (and redemption) of shares of the Fund.
11
<PAGE>
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement within
six months after the Board informs the Company in writing that it has determined
that such decision has created an irreconcilable material conflict; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Sponsor and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions-substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
ARTICLE VIII. Indemnification By The Company
------------------------------
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8.1. Indemnification by The Company
------------------------------
8.1(a). The Company agrees to indemnify and hold harmless the Fund and
each of its Trustees and officers, the Sponsor, and each person if any, who
controls the Fund within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation (including
legal and other expenses), to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses including time spent or
expenses incurred in correcting such loss or claim (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
(i)arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement or prospectus for the Contracts or
contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Company by or
on behalf of the Fund for use in the Registration Statement or
prospectus for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use
in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature of the
Fund not supplied by the Company, or persons under its control)
or wrongful conduct of the Company or persons under its control,
with respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund or any
amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements
13
<PAGE>
therein not misleading if such a statement or omission was made
in reliance upon information furnished to the Fund by or on
behalf of the Company: or (iv) arise as a result of any failure
by the Company to provide the services and furnish the materials
under the terms of this Agreement; or (v) arise out of or result
from any material breach of any representation and/or warranty
made by the Company in this Agreement or arise out of or result
from any other material breach of this Agreement by the Company,
as limited by and in accordance with the provisions of
Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In any case such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation. -
8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.
14
<PAGE>
8.2. Indemnification By the Sponsor
------------------------------
8.2(a). The Sponsor agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Sponsor) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses including time spent or expenses incurred in correcting such loss or
claims (or actions in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or result by reason of Sponsor of
the Fund providing Company incorrect net asset values for any Contract,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished to the Sponsor or Fund by or on behalf of the
Company for use in the Registration Statement or prospectus for the
Fund or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund
shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature for the Contracts not
supplied by the Sponsor or persons under its control) or wrongful
conduct of the Fund, or Sponsor or persons under their control,
with respect to the sale or distribution of the Contracts or Fund
shares; or
(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement, prospectus,
or sales literature covering the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
15
<PAGE>
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
to the Company by or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified in
Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Sponsor or the Fund in this
Agreement or arise out of our result from any other material breach of
this Agreement by the Sponsor; as limited by and in accordance with
the provisions of Sections 8.2(b) and 8.2(c)hereof.
8.2(b). The Sponsor shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company or the Account, whichever is applicable.
8.2(c). The Sponsor shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Sponsor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Sponsor of any
such claim shall not relieve the Sponsor from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this Indemnification provision. In case any such action is brought
against the Indemnified Parties, the Sponsor will be entitled to participate, at
its own expense, in the defense thereof. The Sponsor also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Sponsor to such party of the Sponsor's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Sponsor will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by
16
<PAGE>
such party independently in connection with the defense thereof other than
reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Sponsor of the
Commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.
ARTICLE IX. Applicable Law
--------------
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Nebraska.
9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE X. Termination
-----------
10.1. This Agreement shall terminate:
(a) at the option of any party upon 180 days advance written
notice to the other parties; provided, however such notice
shall not be given earlier than one year following the date of
this Agreement; or (b) at the option of the Company to the
extent that shares of Portfolios are not available to meet the
requirements of the Contracts as agreed to hereunder, provided
however, that such termination shall apply only to the
Portfolio(s) not available. Prompt notice of the election to
terminate for such cause shall be furnished by the Company; or
(c) at the option of the Fund in the event that formal
administrative proceedings are instituted against the Company
by the National Association of Securities Dealers, Inc.
("NASD"), the Securities and Exchange Commission, the
Insurance Commissioner or any other regulatory body regarding
the Company's duties under this Agreement or related to the
sale of the Contracts, with respect to the operation of any
Account, or the purchase of the Fund shares, provided,
however, that the Fund determines in its sole
17
<PAGE>
judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the
ability of the Company to perform its obligations under this
Agreement; or
d) at the option of the Company in the event that formal
administrative proceedings are instituted against
the Fund or Sponsor by the NASD, the Securities and Exchange
Commission any state securities or insurance department or any
other regulatory body, provided, however, that the Company
determines in its sole judgment exercised in good faith, that
any such administrative proceedings will have a
material adverse effect upon the ability of the Fund or
Sponsor to perform its obligations under this Agreement; or
(e) with respect to any Account, upon requisite vote of the
Contract owners having an interest in such Account (or any
subaccount) to substitute the shares of another investment
company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts for which those
Portfolio shares had been selected to serve as the underlying
investment media. The Company will give 30 days' prior written
notice to the Fund of the date of any proposed vote to replace
the Fund's shares; or
(f) at the option of the Company, in the event any of the
Fund's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes
the use of such shares as the underlying investment media of
the Contracts issued or to be issued by the Company; or
(g) at the option of the Company, if the Fund ceases to
qualify as a Regulated Investment Company under Subchapter
M of the Code or under any successor or similar provision, or
if the Company reasonably believes that the Fund may fail to
so qualify; or
(h) at the option of the Company, if the Fund fails to meet
the diversification requirements specified in Article VI
hereof; or
(I) at the option of the Fund or the Sponsor, if (1) the Fund
or the Sponsor, shall determine, in its sole judgment
reasonably exercised in good faith, that the Company has
suffered a material adverse change in its business or
financial condition or is the subject of material adverse
publicity and such material adverse change or material adverse
publicity will have a material adverse impact upon the
business and operations of the Fund or the Sponsor, (2) the
Fund or the Sponsor shall notify the Company in writing
of such determination and its intent to terminate this
Agreement, and (3) after considering the actions taken by the
Company and any other changes in circumstances
18
<PAGE>
since the giving of such notice, such determination of the
Fund or the Sponsor shall continue to apply on the thirtieth
(30th) day following the giving of such notice, which
thirtieth day shall be the effective date of termination; or
(j) at the option of the Company, if (1) the Company shall
determine, in its sole judgment reasonably exercised in good
faith, that either the Fund or the Sponsor has suffered a
material adverse change in its business or financial condition
or is the subject of material adverse publicity
and such material adverse change or material adverse publicity
will have a material adverse impact upon the business and
operations of the Company, (2) the Company shall notify the
Fund and the Sponsor in writing of such determination and its
intent to terminate the Agreement, and (3) after considering
the actions taken by the Fund and/or the Sponsor and any other
changes in circumstances since the giving of such notice, such
determination shall continue to apply on the thirtieth (30th)
day following the giving of such notice, which thirtieth day
shall be the effective date of termination; or
(k) at the option of the Fund or Sponsor, if there is a change
of control of Company or Company's ultimate controlling person
(for purposes of this Section 10.1(k) control and changes in
control shall be determined as that term is defined in
Nebraska Rev. Statute Section 44- 2121(2); if Fund or Sponsor
shall elect to terminate this agreement, pursuant to the
provisions of Section 10.1(k), such termination shall become
effective only after the Fund or Sponsor shall give prior
written notice to the Company one hundred eighty (180) days
prior to the date upon which such agreement shall terminate);
or
(l)(1) at the option of the Fund or Sponsor if there is
any material suspension or withdrawal or any revision downward
of the Company's published rating below "A" by Best Insurance
Reports or if the Company's rating by Standard & Poor's
published claims rating is lower than "A" or if at such time
the Company is rated by Duff & Phelps and has ratings lower
than "A", provided however, that the Company is not obligated
to be rated by anyone other than A.M. Best Insurance Reports
and the discontinuation at the Company's choice of ratings by
either Standard & Poor's or Duff & Phelps shall not entitle
the Fund or Sponsor to exercise its option under this sub-
paragraph, (2) if the Fund or Sponsor elect to exercise its
option under its Section 10.1(1), the Fund or Sponsor shall
notify the Company in writing of such determination and its
intent to terminate the Agreement, and (3) after considering
the actions taken by the Company
19
<PAGE>
and any changes in circumstances since the giving of such
notice, such determination shall continue to apply on the
thirtieth (30th) day following the giving of such notice,
which thirtieth day shall be the effective date of
termination.
10.2. This Agreement shall terminate automatically in the event of
the assignment by any party unless made with the written consent each of the
other parties provided, however, an assignment by Company to a wholly-owned
subsidiary of Company shall not be deemed an assignment for the purposes of this
paragraph and shall not require consent of the other parties.
10.3. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1 (a) may be exercised for any
reason or for no reason.
10.4. Notice Requirement. No termination of this Agreement shall be
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to terminate
which notice shall set forth the basis for such termination. Furthermore,
(a) In the event that any termination is based upon the provisions of
Article VII, or the provision of Section 10.1(a), 10.1(I), 10.1(j) or
10.1(k) of this Agreement, such prior written notice shall be given in
advance of the effective date of termination as required by such
provisions; and
(b) in the event that any termination is based upon the provisions of
Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice
shall be given at least ninety (90) days before the effective date
of termination.
10.5. Effect of Termination.
Notwithstanding any termination of this Agreement, the Fund and the
Sponsor shall at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the Existing Contracts shall be permitted to
reallocate investments in the Fund, redeem investments in the Fund and/or invest
in the Fund upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 10.5 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.
10.6. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a
20
<PAGE>
"Legally Required Redemption"). Upon request, they will promptly furnish to the
Fund and the Sponsor the opinion of counsel for the Company (which counsel shall
be reasonably satisfactory to the Fund and the Sponsor) to the effect that any
redemption pursuant to clause (ii) above is a Legally Required Redemption.
Furthermore, except in cases where permitted under the terms of the Contracts,
the Company shall not prevent Contract Owners from allocating payments to a
Portfolio that was otherwise available under the Contracts without first giving
the Fund or the Sponsor 90 days notice of its intention to do so.
ARTICLE XI. Notices.
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
If to the Sponsor:
If to the Company:
Ameritas Life Insurance Corp.
5900 "O" Street, P. 0. Box 81889
Lincoln, NE 68501-1889
Attn: Mr. Richard Vautravers
ARTICLE XII. Miscellaneous
-------------
12.1. All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Trustees, shareholders, officers, or agents assume any personal
liability for obligations entered into on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this
21
<PAGE>
Agreement, shall not disclose, disseminate or utilize such names and addresses
and other confidential information until such time as it may come into the
public domain without the express written consent of the affected party.
12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise effect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
12.5. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
12.7. The Fund and Sponsor agree that to the extent any advisory or
other fees received by the Fund, or the Sponsor are determined to be unlawful in
legal or administrative proceedings under 1973 NAIC Model variable life
insurance regulation in the States of California, Colorado, Maryland or
Michigan, the Sponsor shall indemnify and reimburse the Company for any out of
pocket expenses and actual damages the Company has incurred as a result of any
such proceeding; provided however that the provisions of Section 8.2(b) and
8.2(c) of this Agreement shall apply to such indemnification and reimbursement
obligation. Such indemnification and reimbursement obligation shall be in
addition to any other indemnification and reimbursement obligations of the Fund
and/or the Sponsor under this Agreement.
12.8. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
12.9. The parties specifically agree that this Contract is not an
exclusive Contract between the parties.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
22
<PAGE>
Company:
AMERITAS LIFE INSURANCE CORP.
By its authorized office,
SEAL By: ___________________________________
Title: ________________________________
Date: _________________________________
Sponsor:
THE VANGUARD GROUP, INC.
SEAL By: ___________________________________
Title: ________________________________
Date: _________________________________
Fund:
VANGUARD VARIABLE INSURANCE FUND
SEAL By: ___________________________________
Title: ________________________________
Date: _________________________________
23
<PAGE>
Schedule A
----------
Contracts
1. Contract Form ______________
24
<PAGE>
SCHEDULE B
PROXY VOTING PROCEDURE
The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Sponsor, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.
1. The number of proxy proposals is given to the Company by the Sponsor as
early as possible before the date set by the Fund for the shareholder
meeting (the "Record Date") to facilitate the establishment of
tabulation procedures. At this time the Sponsor will inform the Company
of the Record, Mailing and Meeting dates. This will be done verbally
approximately two months before meeting.
2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and number
of units/shares which are attributed to each contract
owner/policyholder (the "Customer") as of the Record Date. Allowance
should be made for account adjustments made after this date that could
affect the status of the Customers' accounts as of the Record Date.
Note: The number of voting instruction cards is determined by the
activities described in Step #2. The Company will use its best
efforts to call in the number of Customers to the Fund, as
soon as possible, but no later than two weeks after the Record
Date.
3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of a proxy
statement. Sponsor will provide at least one copy of the last Annual
Report to the Company.
4. The Voting Instruction Cards ("Cards" or "Card") are produced by the
Company with information supplied by the Trust. A format of the Card
will be provided to the Trust for approval. The cost for producing the
Card and for the Cards themselves will be paid for by the Fund. Once
approved, final cards will be sent by the Company. (This and related
steps may occur later in the chronological process due to possible
uncertainties relating to the proposals.)
5. Company will, at its expense, print account information on the Cards.
6. Allow approximately 2-4 business days for printing information on the
Cards. Information commonly found on the Cards includes:
a. Name (legal name as found on account registration)
b. Address -
c. Fund or account number
d. Coding to state number of shares/units (depends upon tabulation
process used by the computer system, i.e. whether or not system
knows number or shares held just by "reading" the account
number.)
e. Individual Card number for use in tracking and verification of
votes (this will be the policy number).
25
<PAGE>
Note: When the Cards are printed by the Fund, each Card is numbered
individually to guard against potential Card/vote duplication.
7. The Notice of Proxy and the Proxy Statement (one document) are produced
by the Company with information supplied by the legal department of the
Sponsor. Contents of envelope sent to Customers by Company will
include:
a. Voting Instruction Card
b. Proxy notice and statement (one document)
c. Return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
8. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness
and completeness. Copy of this approval sent to the Fund's legal
department.
9. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended, but
not necessary, to receive a proper response percentage.)
Solicitation time is calculated as days from (but not including)
the meeting, counting backwards.
** If the Customers were actually the shareholders, at least 50% of
the outstanding shares must be represented and 66 2/3% of that
50% must have voted affirmatively on the proposals to have an
effective vote. However, since the Company is the shareholder,
the Customers' votes
26
<PAGE>
will (except in certain limited circumstances) be used to
dictate how the Company will vote.
10. Collection and tabulation of Cards begins. Tabulation usually takes
place in another department or another vendor depending on process
used. An often used procedure is to sort Cards on arrival into vote
categories of all yes, no, or mixed replies, and to begin data entry.
* Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal
procedure and has not been required in the past.
11. Signatures on Card check against legal name on account registration
which was printed on the Card.
* This verifies whether an individual has signed correctly for self
with the same name as is on the account registration.
For example:
If the account registration is under "Bertram C. Jones, Trustee."
then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.
12. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to Customer with an explanatory
letter, a new Card and return envelope. The mutilated or illegible Card
is disregarded and considered to be not received for purposes of vote
tabulation. Any Cards that have "kicked out" (e.g. mutilated,
illegible) of the procedure are "hand verified." i.e., examined as to
why they did not complete the system. Any questions on those Cards are
usually remedied individually.
13. There are various control procedures used to ensure proper tabulation
of votes and accuracy of that tabulation. The most prevalent is to sort
the Cards as they first arrive into categories depending upon their
vote; an estimate of how the vote is progressing may be calculated. If
the initial estimates and the actual vote do not coincide, then an
internal audit of that vote should occur. This may entail a recount.
14. The actual tabulation of votes is done in units and in shares. (It is
very important that the Fund receives the tabulations stated in terms
of a percentage and the number of shares.)
------
15. Final tabulation in shares is verbally given by the Company to the
Legal Department on the morning
27
<PAGE>
of the meeting by 10:00 a.m. New York time.
16. Vote is verified by the Company and is sent to the Fund's legal
department.
17. Company then votes its proxy in accordance with the votes received from
the Customers the morning of the meeting (except in limited
circumstances as may be otherwise required by law). A letter
documenting the Company's vote is supplied by the Fund's legal
department and is sent to officer of company for his signature. This
letter is normally sent after the meeting has taken place.
18. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, the Fund will
be permitted reasonable access to such Cards.
19. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
20. During tabulation procedures, the Fund and Company determine if a
resolicitation is required and what form that resolicitation should
take, whether it should be by mailing, or by recorded telephone line. A
resolicitation is considered when the vote response is slow and it
appears that not enough votes would be received by the meeting date.
The meeting could be adjourned to leave enough time for the
resolicitation.
A determination is made by the Company and the Fund to find the most
cost effective candidates for resolicitation. These are Customers who
have not yet voted, but whose balances are large enough to bring in the
required vote with minimal costs.
a. By mail: The Fund's legal department amends the voting
instruction cards, if necessary, and writes a resolicitation
letter. The Fund supplies these to the Company. The Company
generates a mailing list etc., as per step 2 onward.
b. By phone: Rarely used. This must be done on a recorded line. The
Fund will supply the necessary procedures and script if a phone-
resolicitation were to be required.
28
EX-99.B9
Opinion and Consent of Norman M. Krivosha
<PAGE>
June 6, 1996
Ameritas Life Insurance Corp.
5900 "O" Street
Lincoln, Nebraska 68501
Gentlemen:
With reference to Registration Statement on Form N-4 filed by Ameritas Life
Insurance Corp. and Ameritas Life Insurance Corp. Separate Account LLVA with the
Securities & Exchange Commission covering flexible premium variable 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. Ameritas Life Insurance Corp. is duly organized and validly existing
under the laws of the State of Nebraska and has been duly authorized
by the Insurance Department of the State of Nebraska to issue variable
annuity policies.
2. Ameritas Life Insurance Corp. Separate Account LLVA is a duly
authorized and existing separate account established pursuant to the
provisions of Sections 44-310.06 (subsequently repealed) and/or
44-402.01 of the Statutes of the State of Nebraska.
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 Ameritas Life
Insurance Corp.
I hereby consent to the filing of this opinion as an exhibit to said Form N-4
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement.
Sincerely,
/s/ Norman M. Krivosha
Norman Krivosha
Executive Vice President, Secretary
and Corporate General Counsel
EX-99.10a
Independent Auditors' Consent
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Ameritas Life Insurance
Corp. Separate Account LLVA on Form N-4 of our report dated February 1, 1996 on
the financial statements of Ameritas Life Insurance Corp. appearing in the
Statement of Additional Information, which is a part of such Registration
Statement, and to the related reference to us under the heading "Experts."
DELOITTE & TOUCHE LLP
Lincoln, Nebraska
June 5, 1996
