<PAGE>
Registration No. 333-
As filed with the Securities and Exchange Commission on June 8, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
(Exact Name of Trust)
AMERICAN GENERAL LIFE INSURANCE COMPANY
(Exact Name of Depositor)
2727-A Allen Parkway
Houston, Texas 77019-2191
(Complete Address of Depositor's Principal Executive Offices)
Pauletta P. Cohn, Esq.
Associate General Counsel and Secretary
American General Life Companies
2727 Allen Parkway
Houston, Texas 77019-2191
(Name and Complete Address of Agent for Service)
Securities Being Offered: Flexible Premium Variable Life Insurance Policies.
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
AMERICAN GENERAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL-R
RECONCILIATION AND TIE BETWEEN ITEMS IN FORM
N-8B-2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)
CROSS REFERENCE SHEET
ITEM NO. OF FORM N-8B-2* PROSPECTUS CAPTION
- ------------------------ ------------------
1 Additional Information : Separate Account VL-R.
2 Additional Information: AGL.
3 Inapplicable.
4 Additional Information: Distribution of
Policies.
5, 6 Additional Information: Separate Account VL-R.
7 Inapplicable.**
8 Inapplicable.**
9 Additional Information: Legal Matters.
10(a) Additional Information: Your Beneficiary,
Assigning Your Policy.
10(b) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
10(c)(d) Basic Questions You May Have: How can I change
my Policy's insurance coverage? How can I access
my investment in a Policy? Can I choose the form
in which AGL pays out any proceeds from my
Policy? Additional Information: Payment of
Policy Proceeds.
10(e) Basic Questions You May Have: Must I invest any
minimal amount in a policy?
10(f) Additional Information: Voting Privileges.
10(g)(1), 10(g)(4),
10(h)(3), 10(h)(2) Basic Questions You May Have: To what extent
will AGL vary the terms and conditions of the
Policies in particular cases? Additional
Information: Voting Privileges; Additional
Rights That We Have.
10(g)(3), 10(g)(4), 10(h)(3),
10(h)(4) Inapplicable.**
10(i) Additional Information: Separate Account VL-R;
Tax Effects.
11 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
Additional Information: Separate Account VL-R.
12(a) Additional Information: Separate Account VL-R;
Front Cover.
12(b) Inapplicable.**
12(c), 12(d) Inapplicable.**
12(e) Inapplicable, because the Separate Account did
not commence operations until 1998.
13(a) Basic Questions You May Have: What charges will
AGL deduct from my investment in a Policy? What
charges and expenses will the Mutual Funds
deduct from the amounts I invest through my
Policy? Additional Information: More About
Policy Charges.
13(b) Illustrations of Hypothetical Policy Benefits.
13(c) Inapplicable.**
<PAGE>
13(d) Basic Questions You May Have: To what extent
will AGL vary the terms and conditions of the
Policy in particular cases?
13(e), 13(f), 13(g) None.
14 Basic Questions You May Have: How can I invest
money in a Policy?
15 Basic Questions You May Have: How can I invest
money in a Policy? How do I communicate with
AGL?
16 Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
ITEM NO. ADDITIONAL INFORMATION
- -------- ----------------------
17(a), 17(b) Captions referenced under Items 10(c), 10(d),
and 10(e).
17(c) Inapplicable.**
18(a) Captions referred to under Item 16.
18(b), 18(d) Inapplicable.**
18(c) Additional Information: Separate Account VL-R.
19 Additional Information: Separate Account VL-R;
Our Reports to Policy Owners.
20(a), 20(b), 20(c), 20(d),
20(e), 20(f) Inapplicable.**
21(a), 21(b) Basic Questions You May Have: How can I access
my investment in a Policy? Additional
Information: Payment of Policy Proceeds.
21(c) Inapplicable.**
22 Additional Information: Payment of Policy
Proceeds-Delay to Challenge Coverage.
23 Inapplicable.**
24 Basic Questions You May Have; Additional
Information.
25 Additional Information: AGL.
26 Inapplicable, because the Separate Account did
not commence operations until 1998.
27 Additional Information: AGL.
28 Additional Information: AGL's Management.
29 Additional Information: AGL.
30, 31, 32, 33, 34 Inapplicable, because the Separate Account did
not commence operations until 1998.
35 Inapplicable.**
36 Inapplicable.**
37 None.
38, 39 Additional Information: Distribution of the
Policies.
40 Inapplicable, because the Separate Account did
not commence operations until 1998.
41(a) Additional Information: Distribution of the
Policies.
41(b), 41(c) Inapplicable**
41,43 Inapplicable, because the Separate Account did
not commence operations or issue any securities
until 1998.
44(a)(1), 44(a)(2), 44(a)(3) Basic Questions You May Have: How will the value
of my investment in a Policy change over time?
44(a)(4) Additional Information: Tax Effects--Our taxes.
44(a)(5), 44(a)(6) Basic Questions You May Have: What charges will
AGL deduct from my investment in a Policy?
44(b) Inapplicable.**
44(c) Caption referenced in 13(d) above.
<PAGE>
45 Inapplicable, because the Separate Account did
not commence operations until 1998.
46(a) Captions referenced in 44(a) above.
46(b) Inapplicable.**
47, 48, 49 None.
50 Inapplicable.**
51 Inapplicable.**
52(a), 52(c) Basic Questions You May Have: To what extent can
AGL vary the terms and conditions of the Policy
in particular cases? Additional Information:
Additional Rights That We Have.
52(b), 52(d) None.
53(a) Additional Information: Tax Effects--Our taxes.
53(b), 54 Inapplicable.**
55 Illustrations of Hypothetical Policy Benefits.
56-59 Inapplicable.**
* Registrant includes this Reconciliation and Tie in its Registration
Statement in compliance with Instruction 4 as to the Prospectus as set out
in Form S-6. Separate Account VL-R (Account) has previously filed a notice
of registration as an investment company on Form N-8A under the Investment
Company Act of 1940 (Act), and a Form N-8B-2 Registration Statement.
Pursuant to Sections 8 and 30(b)(1) of the Act, Rule 30a-1 under the Act,
and Forms N-8B-2 and N-SAR under that Act, the Account will keep its
Form N-8B-2 Registration Statement current through the filing of periodic
reports required by the Securities and Exchange Commission (Commission).
** Not required pursuant to either Instruction 1(a) as to the Prospectus as
set out in Form S-6 or the administrative practice of the Commission and
its staff of adapting the disclosure requirements of the Commission's
registration statement forms in recognition of the differences between
variable life insurance policies and other periodic payment plan
certificates issued by investment companies and between separate accounts
organized as management companies and unit investment trusts.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT A FINAL PROSPECTUS IS
DELIVERED. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
CORPORATE AMERICA - VARIABLE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY (THE "POLICY") ISSUED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
HOME OFFICE:
(Express Delivery) (US Mail)
2727-A Allen Parkway Corporate Markets Group
Houston, Texas 77019-2191 P.O. Box 4647
PHONE: 1-888-222-4943 Houston, Texas 77210-4647
or: 1-713-831-6934
FAX: 1-713-831-4622
This booklet is called the "prospectus."
This Policy is available to individuals, corporations, and other
organizations. This Policy may be sold under certain arrangements that include
those in which a trustee or an employer, for example, purchases policies
covering a certain class of individuals. Other arrangements include those in
which an employer allows us to sell the Policy to its employees or retirees on
an individual basis.
Investment options. The AGL declared fixed interest account is the fixed
investment option for this Policy. You can also use AGL's Separate Account VL-R
("Separate Account") to invest in the following variable investment options.
You may change your selections from time to time:
<TABLE>
<S> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS, INC. AMERICAN GENERAL SERIES DREYFUS VARIABLE MFS VARIABLE INSURANCE
.AIM V.I. International PORTFOLIO COMPANY INVESTMENT FUND TRUST
Equity Fund .International Equities .Quality Bond Portfolio .MFS Emerging Growth
.AIM V.I. Value Fund Fund/1/ .Small Cap Portfolio Series
.MidCap Index Fund/1,2/
.Money Market Fund/1/
.Stock Index Fund/1,2/
A I M Advisors, Inc.* /1/The Variable Annuity Life Massachusetts Financial
Insurance Company* The Dreyfus Corporation* Services Company*
/2/Bankers Trust Company+
MORGAN STANLEY DEAN WITTER PUTNAM VARIABLE TRUST SAFECO RESOURCE VAN KAMPEN LIFE
UNIVERSAL FUNDS, INC. .Putnam VT Diversified SERIES TRUST INVESTMENT TRUST
.Equity Growth Portfolio/1/ Income Fund .Equity Portfolio .Strategic Stock Portfolio
.High Yield Portfolio/2/ .Putnam VT Growth .Growth Portfolio
and Income Fund
.Putnam VT International
/1/Morgan Stanley Dean Witter Growth and Income Fund
Investment Management Inc.* SAFECO Asset Management
/2/Miller Anderson & Sherrerd, LLP* Putnam Investment Company* Van Kampen Asset
Management, Inc.* Management Inc.*
</TABLE>
*The Investment Adviser of the investment option
+The Investment Sub-Adviser of the investment option
<PAGE>
SEPARATE PROSPECTUSES CONTAIN MORE INFORMATION ABOUT THE MUTUAL FUNDS ("FUNDS"
OR "MUTUAL FUNDS") IN WHICH WE INVEST THE ACCUMULATION VALUE THAT YOU ALLOCATE
TO ANY OF THE ABOVE-LISTED INVESTMENT OPTIONS (OTHER THAN OUR DECLARED FIXED
INTEREST OPTION). THE FORMAL NAME OF EACH SUCH FUND IS SET FORTH IN THE CHART
THAT APPEARS ABOVE. YOUR INVESTMENT RESULTS IN ANY SUCH OPTION WILL DEPEND ON
THOSE OF THE RELATED FUND. YOU SHOULD ALSO READ THE PROSPECTUS OF THE MUTUAL
FUND FOR ANY SUCH INVESTMENT OPTION YOU MAY BE INTERESTED IN. YOU CAN REQUEST
FREE COPIES OF ANY OR ALL OF THE MUTUAL FUND PROSPECTUSES FROM YOUR AGL
REPRESENTATIVE OR FROM US AT OUR HOME OFFICE LISTED ABOVE.
Other choices you have. During the insured person's lifetime, you may, within
limits, (1) change the amount of insurance, (2) borrow or withdraw amounts you
have invested, (3) choose when and how much you invest, and (4) choose whether
your accumulation value under your Policy, upon notification of the insured
person's death, will be added to the insurance proceeds we otherwise will pay to
the beneficiary.
Charges and expenses. We deduct charges and expenses from the amounts you
invest. These are described beginning on page ___.
Right to return. If for any reason you are not satisfied with your Policy, you
may return it to us and we will refund you the greater of (i) any premium
payments received by us or (ii) your accumulation value plus any charges that
have been deducted. To exercise your right to return your Policy, you must mail
it directly to the Home Office address shown on the first page of this
prospectus or return it to the AGL representative through whom you purchased the
Policy within 10 days after you receive it. In a few states, this period may be
longer. Because you have this right, we will invest your initial net premium
payment in the money market investment option from the date we receive your
premium payment until the first business day that is at least 15 days later.
Then we will automatically allocate your investment among the above-listed
investment options as you have chosen. Any additional premium we receive during
the 15-day period will also be invested in the money market division and
allocated to the investment options at the same time as your initial net
premium.
We have designed this prospectus to provide you with information that you
should have before investing in the Policy. Please read the prospectus
carefully and keep it for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE POLICY IS NOT AVAILABLE IN ALL STATES.
THE POLICY IS NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THE POLICY IS NOT A
DEPOSIT OR OTHER OBLIGATION OF ANY BANK AND IS NOT BANK GUARANTEED. THE POLICY
IS SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
THIS PROSPECTUS IS DATED _________, 1999.
2
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GUIDE TO THIS PROSPECTUS
This prospectus contains information that you should know before you purchase
a Corporate America - Variable policy ("Policy") or exercise any of your rights
or privileges under a Policy.
Basic Information. Here are the page numbers in this prospectus where you may
find answers to most of your questions:
PAGE TO
SEE IN THIS
PROSPECTUS
----------
BASIC QUESTIONS YOU MAY HAVE
- ----------------------------
. How can I invest money in a Policy?
. How will the value of my investment in a Policy change over time?
. What is the basic amount of insurance ("death benefit")
that AGL pays when the insured person dies?
. What charges will AGL deduct from my investment in a Policy?
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy?
. Must I invest any minimum amount in a Policy?
. How can I change my Policy's investment options?
. How can I change my Policy's insurance coverage?
. What additional rider benefits might I select?
. How can I access my investment in a Policy?
. Can I choose the form in which AGL pays out proceeds from my Policy?
. To what extent can AGL vary the terms and conditions of the Policy
in particular cases?
. How will my Policy be treated for income tax purposes?
. How do I communicate with AGL?
Illustrations of a hypothetical Policy. Starting on page __, we have included
some examples of how the values of a sample Policy would change over time, based
on certain assumptions we have made. Because your circumstances may vary
considerably from our assumptions, your AGL representative can also provide you
with a similar sample illustration that is more tailored to your own
circumstances and wishes.
Additional information. You may find the answers to any other questions you
have under "Additional Information" beginning on page __ or in the forms of our
Policy and riders. A table of contents for the "Additional Information" portion
of this prospectus also appears on page__. You can obtain copies of our Policy
form from (and direct any other questions to) your AGL representative or our
Home Office (shown on the first page of this prospectus).
Financial statements. We have included certain financial statements of AGL in
this prospectus. These begin on page Q-1.
Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the back of this prospectus. That index will
tell you on what page you can read more about many of the words and phrases that
we use.
3
<PAGE>
BASIC QUESTIONS YOU MAY HAVE
HOW CAN I INVEST MONEY IN A POLICY?
Premium payments. We call the investments you make in a Policy "premiums" or
"premium payments." The amount we require as your initial premium varies
depending on the specifics of your Policy and the insured person. We can refuse
to accept a subsequent premium payment that is less than $300. Otherwise, with a
few exceptions mentioned below, you can make premium payments at any time and in
any amount.
Limits on premium payments. Federal tax law limits your ability to make
certain very large amounts of premium payments (relative to the amount of your
Policy's insurance coverage) and may impose penalties on amounts you take out of
your Policy if you do not observe certain additional requirements. These tax
law requirements are summarized further under "Tax Effects" beginning on page
__. We will monitor your premium payments, however, to be sure that you do not
exceed permitted amounts or inadvertently incur any tax penalties. Also, in
certain circumstances, we may refuse to accept an additional premium if the
insured person does not provide us with adequate evidence that he/she continues
to meet our requirements for issuing insurance.
Ways to pay premiums. You can pay premiums by check or money order drawn on a
U.S. bank in U.S. dollars and made payable to "American General Life Insurance
Company," or "AGL." Premium payments after the initial premium payment must be
sent directly to our Home Office. We also accept premium payments by wire or by
exchange from another insurance company. You may obtain further information
about how to make premium payments by any of these methods from your AGL
representative or from our Home Office shown on the first page of this
prospectus.
Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value over a period of time. This
allows you to reduce the risk of investing most of your funds at a time when
prices are high. The success of this strategy depends on market trends and is
not guaranteed.
Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other investment options that you choose. You tell us whether you want these
transfers to be made monthly, quarterly, semi-annually or annually. We make the
transfers as of the end of the valuation period that contains the day of the
month that you select other than the 29th, 30th or 31st day of the month. The
term "valuation period" is described on page __. You must have at least $5,000
of accumulation value to start dollar cost averaging and each transfer under the
program must be at least $100. You cannot participate in dollar cost averaging
while also using automatic rebalancing (discussed below). Dollar cost averaging
ceases upon your request, or if your accumulation value in the money market
option becomes exhausted.
Automatic rebalancing. This feature automatically rebalances the proportion of
your accumulation value in each investment option under your Policy to
correspond to your then current premium allocation designation. You tell us
whether you want us to do the rebalancing quarterly, semi-annually or annually.
4
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The date automatic rebalancing occurs will be based on the date of issue of your
Policy. For example, if your Policy is dated January 17, and you have requested
automatic rebalancing on a quarterly basis, automatic rebalancing will start on
April 17, and will occur quarterly thereafter. Automatic rebalancing will occur
as of the end of the valuation period that contains the date of the month your
Policy was issued. You must have a total accumulation value of at least $5,000
to begin automatic rebalancing. You cannot participate in this program while
also participating in dollar cost averaging (discussed above). Rebalancing ends
upon your request.
HOW WILL THE VALUE OF MY INVESTMENT IN A POLICY CHANGE OVER TIME?
Your accumulation value. From each premium payment you make, we deduct the
charges that we describe on page__ under "Deductions from each premium
payment." We invest the rest in one or more of the investment options listed on
the first page of this prospectus. We call the amount that is at any time
invested under your Policy (including any loan collateral we are holding for
your Policy loans) your "accumulation value."
Your investment options. We invest the accumulation value that you have
allocated to any investment option (except our declared fixed interest option)
in shares of a Mutual Fund that follows investment practices, policies and
objectives that are appropriate to that option. Over time, your accumulation
value in any investment option will increase or decrease by the same amount as
if you had invested in the related Fund's shares directly (and reinvested all
dividends and distributions from the Fund in additional Fund shares); except
that your accumulation value will be reduced by certain charges that we deduct.
We describe these charges beginning on page __ under "What charges will AGL
deduct from my investment in a Policy?"
You can review other important information about the Mutual Funds that you can
choose in the separate prospectuses for those Funds. This includes information
about the investment performance that each Fund's investment manager has
achieved. You can request additional free copies of these prospectuses from your
AGL representative or from our Home Office shown on the first page of this
prospectus.
We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets. We credit interest on
that accumulation value at a rate which we declare from time to time. We
guarantee that this will be at an effective annual rate of at least 4%.
Although this interest increases the amount of any accumulation value that you
have in our declared fixed interest account option, such accumulation value will
also be reduced by any charges that are allocated to this option under the
procedures described under "Allocation of charges." The "daily charge"
described on page ___ and the charges and expenses of the Mutual funds discussed
on page ___ below do not apply to our declared fixed interest account option.
The Policy is "non-participating." You will not be entitled to any dividends
from AGL.
5
<PAGE>
WHAT IS THE BASIC AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL PAYS WHEN THE
INSURED PERSON DIES?
Your specified amount of insurance. In your application to buy a Corporate
America - Variable Policy, you will tell us how much life insurance coverage you
want on the life of the insured person. We call this the "specified amount" of
insurance.
Your death benefit. The basic death benefit we will pay is reduced by any
outstanding Policy loans. You also choose whether the basic death benefit we
will pay is
. Option 1--The specified amount on the date of the insured person's death;
or
. Option 2--The specified amount on the date of the insured person's death
plus the Policy's accumulation value on the date of notification of death.
Under Option 2, your death benefit will tend to be higher than under Option 1.
However, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. Because of this, your accumulation value
will tend to be higher under Option 1 than under Option 2.
Any premiums received by us after the date of the insured person's death will
be returned and not included in your accumulation value.
Federal tax law requires a minimum death benefit in relation to cash value
for a Policy to qualify as life insurance. The death benefit of a Policy will
be increased if necessary to ensure that the Policy will continue to qualify as
life insurance. One of two tests under current federal tax law can be used to
determine if a Policy complies with the definition of life insurance in Section
7702 of the Internal Revenue Code of 1996, as amended (the "Code").
The "guideline premium test" limits the amount of premiums payable under a
Policy to a certain amount for an insured of a particular age and gender. The
test also applies a prescribed "corridor factor" to determine a minimum ratio of
death benefit to accumulation value. The corridor factor depends upon the
attained age of the insured. The corridor factor decreases slightly (or remains
the same at older and younger ages) from year to year as the attained age of the
insured increases. Below is a sample list of corridor factors for the guideline
premium test:
TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE
GUIDELINE PREMIUM TEST
INSURED
PERSON'S
AGE* 40 45 50 55 60 65 70 75 100
% 250% 215% 185% 150% 130% 120% 115% 105% 100%
6
<PAGE>
The "cash value accumulation test" also limits the amount of premiums payable
under a Policy to a prescribed amount, using a minimum ratio of death benefit to
a Policy's accumulation value, but employs as a standard a "net single premium"
computed in compliance with the Code. If the accumulation value of a Policy is
at any time greater than the net single premium at the insured's age and gender
for the proposed death benefit, the death benefit will be increased
automatically by multiplying the accumulation value by a "death benefit factor"
computed in compliance with the Code. The death benefit factor depends upon the
gender and the attained age of the insured. Below is a sample list of the cash
value accumulation test factors (for a male):
TABLE OF ALTERNATIVE BASIC DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE
CASH VALUE ACCUMULATION TEST
INSURED
PERSON'S
AGE* 40 45 50 55 60 65 70 75 100
% 344% 294% 252% 218% 191% 169% 152% 138% 104%
If the accumulation value is reduced (e.g., by partial surrenders, charges or
adverse investment performance) at a time when a minimum death benefit under
Section 7702 of the Code is in effect, such minimum death benefit will also be
reduced. You must elect either the guideline premium test or the cash value
accumulation test at issuance and once elected, the choice may not be changed.
WHAT CHARGES WILL AGL DEDUCT FROM MY INVESTMENT IN A POLICY?
Deductions from each premium payment. We deduct from each premium payment a
charge to cover costs associated with the issuance of the Policy, administrative
services we perform and a premium tax that is then applicable to us in your
state or other jurisdiction. The amount we deduct in policy year 1 through 7 is
9% up to the "target premium" and 5% on any premium amounts in excess of the
target premium. The amount we deduct in year 8 and thereafter is 5% of all
premium payments.
Flat Monthly Charge. We will deduct $7 per month from your accumulation
value to cover administrative services we perform. Also, we have the right to
raise this charge at any time to not more than $10 per month.
Daily charge. We make a daily deduction at an annual effective rate of .65%
of your accumulation value that is then being invested in any of the investment
options for the costs associated with the mortality and expense risks we assume
under the Policy. After a Policy has been in effect for 10 years, we will reduce
the rate of the charge to a maximum of .40%, and after 20 years, we will further
reduce the charge to a maximum of .15%. Because the Policy was first offered in
1999, however, this decrease has not yet occurred for any outstanding Policy.
The daily deduction charges are the maximums we may charge; we may charge less,
but we can never charge more.
Monthly insurance charge. Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy on
the date of the deduction and our "amount at risk" on that date. Our amount at
risk is the difference between (a) the death benefit that would be payable
before reduction by policy loans if the insured person died on that date and (b)
the then total accumulation
7
<PAGE>
value under the Policy. For an otherwise identical Policy, a greater amount at
risk results in a higher monthly insurance charge. The current monthly insurance
charge has been designed primarily to provide funds out of which we can make
payments of death benefits under the Policy as insured persons die.
For an otherwise identical Policy, a higher cost of insurance rate also
results in a higher monthly insurance charge. Our cost of insurance rates are
guaranteed not to exceed those that will be specified in your Policy.
In general, our cost of insurance rates increase with the insured person's
age. The longer you own your Policy, the higher the cost of insurance rate will
be. Also our cost of insurance rates will generally be lower if the insured
person is a female than if a male.
Similarly, our current cost of insurance rates are generally lower for non-
smokers than smokers. Insured persons who present particular health,
occupational or non-work related risks may be charged higher cost of insurance
rates and other additional charges based on the specified amount of insurance
coverage under their Policy.
We may offer the Policy on a guaranteed issue basis to certain groups or
classes based on our established guidelines, including face amount limitations.
Our cost of insurance rates will generally be higher for a guaranteed issue
Policy.
Our cost of insurance rates also are generally higher under a Policy that has
been in force for some period of time than they would be under an otherwise
identical Policy purchased more recently on the same insured person.
Transaction Fee. For each partial surrender you make, we may charge a $25
transaction fee to cover administrative services. This charge will be deducted
from the investment options in the same ratio as the requested transfer unless
you specify otherwise.
For a further discussion regarding the charges we will deduct from your
investment in a Policy, see "More About Policy Charges" on page ___.
Allocation of charges. You may choose the investment options from which we
deduct all monthly charges. If you do not choose or have enough accumulation
value in the investment options you selected, we will deduct these charges in
proportion to the amount of accumulation value you then have in each investment
option.
WHAT CHARGES AND EXPENSES WILL THE MUTUAL FUNDS DEDUCT FROM AMOUNTS I INVEST
THROUGH MY POLICY?
Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. These charges and
expenses are as follows:
8
<PAGE>
THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)
<TABLE>
<CAPTION>
FUND OTHER FUND TOTAL FUND
MANAGEMENT FEES OPERATING EXPENSES OPERATING EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
NAME OF FUND REIMBURSEMENT)(1)(2 ) REIMBURSEMENT)(1)(2) REIMBURSEMENT)(1)(2)
-------------- ---------------------- -------------------- ---------------------
<S> <C> <C> <C>
The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Value Fund 0.61% 0.05% 0.66%
The following funds of AMERICAN GENERAL
SERIES PORTFOLIO COMPANY:
International Equities Fund 0.35% 0.05% 0.40%
MidCap Index Fund 0.32% 0.04% 0.36%
Money Market Fund 0.50% 0.04% 0.54%
Stock Index Fund 0.27% 0.04% 0.31%
The following funds of DREYFUS VARIABLE
INVESTMENT FUND:
Quality Bond Portfolio 0.65% 0.08% 0.73%
Small Cap Portfolio 0.75% 0.02% 0.77%
The following series of MFS VARIABLE
INSURANCE TRUST:
MFS Emerging Growth Series 0.75% 0.10% 0.85%
The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Equity Growth Portfolio 0.09% 0.76% 0.85%
High Yield Portfolio 0.15% 0.65% 0.80%
The following portfolios of PUTNAM
VARIABLE TRUST: Class "IB" Funds
Putnam VT Diversified Income Fund 0.50% 0.19%/(3)/ 0.69%
Putnam VT Growth and Income Fund 0.35% 0.14%/(3)/ 0.49%
Putnam VT International Growth
and Income Fund 0.59% 0.25%/(3)/ 0.84%
The following portfolios of SAFECO
RESOURCES SERIES TRUST:
Equity Portfolio 0.74% 0.04% 0.78%
Growth Portfolio 0.74% 0.06% 0.80%
The following portfolio of VAN KAMPEN
LIFE INVESTMENT TRUST:
Strategic Stock Portfolio 0.00% 0.65% 0.65%
</TABLE>
/1/The Mutual Funds' advisers or administrators have entered into service
agreements with AGL. Under these arrangements, the advisers or administrators
pay fees to AGL for certain administrative services. The fees do not have a
direct relationship to the Mutual Funds' Annual Expenses. (See "Service
Agreements.")
9
<PAGE>
/2/Management fees and other expenses as shown for fiscal year 1998 would have
been the percentages shown below without certain voluntary expense
reimbursements from the investment adviser. Current and future fees and
expenses may vary from the fiscal year 1998 fees and expenses.
MANAGEMENT OTHER TOTAL
FEES EXPENSES ANNUAL EXPENSES
----------- --------- ----------------
Equity Growth Portfolio 0.55% 0.76% 1.31%
High Yield Portfolio 0.50% 0.65% 1.15%
Strategic Stock Portfolio 0.50% 0.75% 1.25%
/3/ Including 12b-1 fees of 0.11%
MUST I INVEST ANY MINIMUM AMOUNT IN A POLICY?
Planned periodic premiums. Page 3 of your Policy will specify a "Planned
Periodic Premium." This is the amount that you (within limits) choose to have us
bill you. Our current practice is to bill annually. However, payment of this
amount or any other specific amount of premiums is not mandatory. After payment
of your initial premium, you need only invest enough to ensure your Policy's
cash surrender value stays above zero. The less you invest, the more likely it
is that your Policy's cash surrender value could fall to zero, as a result of
the deductions we periodically make from your accumulation value.
Policy lapse and reinstatement. If your Policy's cash surrender value does
fall to zero, we will notify you and give you a grace period to pay at least the
amount we estimate is necessary to keep your Policy in force for a reasonable
time. If we do not receive your payment by the end of the grace period, your
Policy will end without value and all coverage under your Policy will cease.
Although you can apply to have your Policy "reinstated," you must do this within
5 years (or, if earlier, before the Policy's maturity date), and you must
present evidence that the insured person still meets our requirements for
issuing coverage. Also, you will have to pay certain extra amounts that we
require. In the Policy form itself, you will find additional information about
the values and terms of a Policy after it is reinstated.
HOW CAN I CHANGE MY POLICY'S INVESTMENT OPTIONS?
Future premium payments. You may at any time change the investment options in
which future premiums will be invested. Your allocation must, however, be in
whole percentages that total 100%.
Transfers of existing accumulation value. You may also transfer your existing
accumulation value from one investment option under the Policy to another. You
may make transfers at any time. Unless you are transferring the entire amount
you have in an investment option, each transfer must be at least $500. See
"Additional Rights That We Have" on page __.
Transaction Fee. We may charge a $25 transaction fee for each transfer you
make in excess of 12 per Policy year.
Market Timing. The Policy is not designed for professional market timing
organizations or other entities using programmed and frequent transfers. We may
not unilaterally terminate or discontinue transfer privileges. However, we
reserve the right to suspend such privileges for a reasonable period.
10
<PAGE>
HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?
Increase in coverage. You may at any time request an increase in the specified
amount of coverage under your Policy. You must, however, provide us with
satisfactory evidence that the insured person continues to meet our requirements
for issuing insurance coverage.
We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy. For example, the monthly insurance charge for the
increase will be based on the age and risk class of the insured person at the
time of the increase.
Decrease in coverage. After the first policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
If the insured is younger than 65, the death benefit may be reduced to no less
than $50,000, otherwise the minimum is $25,000 (or, if greater, the minimum
amount the tax law requires).
Change of death benefit option. You may at any time request us to change your
coverage from death benefit Option 1 to 2 or vice-versa.
. If you change from Option 1 to 2, we also automatically reduce your Policy's
specified amount of insurance by the amount of your Policy's accumulation
value (but not below zero) at the time of the change.
. If you change from Option 2 to 1, we automatically increase your Policy's
specified amount by the amount of your Policy's accumulation value.
Tax consequences of changes in insurance coverage. Please read "Tax Effects"
starting on page __ of this prospectus to learn about possible tax consequences
of changing your insurance coverage under your Policy.
WHAT ADDITIONAL RIDER BENEFITS MIGHT I SELECT?
You can request that your Policy include the additional rider benefits
described below. (These riders may not be available in all states.) For most
of the riders that you choose, a charge, which will be shown on page__ of your
Policy, will be deducted from your accumulation value on each monthly deduction
date. Eligibility for and changes in these benefits are subject to our rules
and procedures as in effect from time to time. More details are included in the
form of each rider, which we suggest that you review if you choose any of these
benefits.
. Flexible Term Rider, which provides a death benefit coverage in addition to
the base policy death benefit. Cost of Insurance charges are the same as for
the base policy.
. Interim Term Rider, which provides temporary coverage during the period prior
to issuance of the Policy.
. Return of Premium Rider, which provides increases in the death benefit equal
to the sum of all premiums paid for the policy, including premiums for any
riders, less:
11
<PAGE>
1) the total amount of all partial withdrawals from the policy's cash
surrender value; and
2) the amount of any policy loan, reduced by unearned loan interest, if
any.
Death Benefit Option 2 may not be selected with the Return of Premium Rider.
. Maturity Extension Rider, which permits you to extend the Policy's maturity
date beyond what it otherwise would be.
The death benefit after the original maturity date will be equal
to the accumulation value on the date of death. All accumulation
value that is in the separate account can remain there.
No additional premium payments, new loans, monthly insurance
charge, or changes in specified amount will be allowed after the
original maturity date. There is a flat monthly charge of no more
than $10 each month after the original maturity date. After this
rider is elected, it may not be revoked.
Extension of the maturity date beyond the insured person's age 100
may result in the current taxation of increases in your Policy's
accumulation value as a result of interest or investment
experience after that time. You should consult a qualified tax
adviser before making such an extension.
Tax consequences of additional rider benefits. Adding or deleting riders, or
increasing or decreasing coverage under existing riders can have tax
consequences. See "Tax Effects" starting on page __. You should consult a
qualified tax adviser.
HOW CAN I ACCESS MY INVESTMENT IN A POLICY?
Full surrender. You may at any time surrender your Policy in full. If you do,
we will pay you the accumulation value, less any Policy loans. We call this
amount your "cash surrender value."
Partial surrender. You may, at any time after the first Policy year, make a
partial surrender of your Policy's cash surrender value. A partial surrender
must be at least $500. If the Option 1 death benefit is then in effect, we will
also automatically reduce your Policy's specified amount of insurance by the
amount of your withdrawal and any related charges. We will not permit a partial
surrender if it would cause your Policy to fail to qualify as life insurance
under the tax laws or if it would cause your specified amount to fall below the
minimum allowed.
You may apply for a partial surrender without reducing your Policy's specified
amount of insurance if you meet certain requirements established by us,
including satisfactory evidence of insurability.
You may choose the investment option or options from which money that you
withdraw will be taken. Otherwise, we will allocate the withdrawal in the same
proportions as then apply for deducting monthly charges under your Policy or, if
that is not possible, in proportion to the amount of accumulation value you then
have in each investment option.
Exchange of Policy in Certain States. Certain states require that a policy
owner be given the right to exchange the Policy for a fixed benefit life
insurance policy, within either 18 or 24 months from the
12
<PAGE>
date of issue. This right is subject to various conditions imposed by the states
and us. In such states, this right has been more fully described in your Policy
or related endorsements to comply with the applicable state requirements.
Transaction Fee. We may charge a $25 transaction fee for each partial
surrender you make. This charge will be deducted from the investment options in
the same ratio as the requested transfer.
Policy loans. You may at any time borrow from us an amount equal to your
Policy's cash surrender value less the interest that will be payable on your
loan and on any existing policy loans through your next Policy anniversary.
This rule is not applicable in all states.
We remove from your investment options an amount equal to your loan and hold
that amount as collateral for the loan. We will credit your Policy with
interest on this collateral amount at an effective annual rate of 4% (rather
than any amount you could otherwise earn in one of our investment options), and
we will charge you interest on your loan at an effective annual rate of 4.75%
for the first 7 years, and 4.25% thereafter. Any amount not paid by its due
date will automatically be added to the loan balance as an additional loan.
When a loan is made, we will cancel units from each applicable division of the
Separate Account and reduce the unloaned portion of the general account in the
ratio that the loan bears to the unloaned Accumulation Value of your Policy,
unless you specify otherwise in writing.
You may repay all or part of your loan at any time before the notification of
the death of the Insured while your Policy is in force. Each repayment must be
at least $100 or the entire loan balance, if less. You must designate any loan
repayment as such. Otherwise, we will treat it as a premium payment instead. We
will invest any additional loan repayments you make in the investment options
you request. In the absence of such a request we will invest the repayment in
the same proportion as you then have selected for premium payments that we
receive from you. Any unpaid loan will be deducted from the proceeds we pay
following notification of the insured person's death.
Maturity of your Policy. If the insured person is still living on the
"Maturity Date" shown on page __ of your Policy, we will automatically pay you
the cash surrender value of the Policy, and the Policy will end. The maturity
date is the Policy anniversary nearest the insured person's 100th birthday.
CAN I CHOOSE THE FORM IN WHICH AGL PAYS OUT THE PROCEEDS FROM MY POLICY?
Choosing a payment option. You may choose to receive the full proceeds from
the Policy as a single sum. This includes proceeds that become payable upon the
death of the insured person, full surrender or the maturity date. Alternatively,
you may elect that all or part of such proceeds be applied to one or more of the
following payment options:
. Option 1--Equal monthly payments for a specified period of time.
. Option 2--Equal monthly payments of a specified amount until all
amounts are paid out.
13
<PAGE>
. Option 3--Equal monthly payments for the payee's life, but with payments
guaranteed for a specified number of years. These payments are based on
annuity rates that are set forth in the Policy or, at the payee's request,
the annuity rates that we then are using.
. Option 4--Proceeds left to accumulate with interest.
Additional payment options may also be available with our consent. We have the
right to veto any payment option, if the payee is a corporation or other entity.
You can read more about each of these options in our Policy form and in the
separate form of payment contract that we issue when any such option takes
effect.
Within 60 days after notification of the insured person's death, any
beneficiary entitled to receive proceeds as a single sum may elect one or more
payment options.
Interest rates that we credit under each option will be at least 3%.
Change of payment option. You may change any payment option you have elected
at any time while the Policy is in force and before the start date of the
payment option.
Tax impact. If a payment option is chosen, you or your beneficiary may have
tax consequences. You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.
TO WHAT EXTENT CAN AGL VARY THE TERMS AND CONDITIONS OF THE POLICY IN PARTICULAR
CASES?
Listed below are some variations we may make in the terms of a Policy. Any
variations will be made only in accordance with uniform rules that we establish.
Policy purchased through "internal rollovers." We maintain published rules
that describe the procedures necessary to replace the other life insurance we
issue with a Policy. Not all types of other insurance we issue are eligible to
be replaced with a Policy. Our published rules may be changed from time to time,
but are evenly applied to all our customers.
State law requirements. AGL is subject to the insurance laws and regulations
in every jurisdiction in which the Corporate America - Variable Policy is sold.
As a result, various time periods and other terms and conditions described in
this prospectus may vary depending on where you reside. These variations will be
reflected in your Policy and related endorsements.
Variations in expenses or risks. AGL may vary the charges and other terms of
the Policy where special circumstances result in sales, administrative or other
expenses, mortality risks or other risks that are different from those normally
associated with the Policy.
HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?
Generally, death benefits paid under a Policy are not subject to income tax.
Earnings on your accumulation value are not subject to income tax as long as we
do not pay them out to you. If we do pay any amount of your Policy's
accumulation value upon surrender, partial surrender, or maturity of your
14
<PAGE>
Policy, all or part of that distribution may be treated as a return of the
premiums you paid, which is not subject to income tax.
Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law
calls a "modified endowment contract." In that case, the loan will be taxed to
the extent of gain. Furthermore, loans, partial surrenders and other
distributions from a modified endowment contract may require you to pay
additional taxes and penalties that otherwise would not apply.
For further information about the tax consequences of owning a Policy, please
read "Tax Effects" starting on page __.
HOW DO I COMMUNICATE WITH AGL?
When we refer to "you," we mean the person who is authorized to take any
action with respect to a Policy. Generally, this is the owner named in the
Policy. Where a Policy has more than one owner, each owner generally must join
in any requested action, except for transfers and changes in the allocation of
future premiums or changes among the investment options.
General. You should mail or express checks and money orders for premium
payments and loan repayments directly to our Home Office.
The following requests must be made in writing and signed by you:
. transfer of accumulation value;
. loan;
. full surrender;
. partial surrender;
. change of beneficiary or contingent beneficiary;
. change of allocation percentages for premium payments;
. loan repayments or charges;
. change of death benefit option or manner of death benefit payment;
. increase in specified insurance amount;
15
<PAGE>
. addition or cancellation of, or other action with respect to,
election of a payment option for Policy proceeds;
. tax withholding elections; and
. telephone transaction privileges.
You should mail or express these requests to our Home Office at the appropriate
address shown on the first page of this prospectus. You should also communicate
notice of the insured person's death, and related documentation, to our Home
Office.
We have special forms which should be used for loans, assignments, partial and
full surrenders, changes of owner or beneficiary, and all other contractual
changes. You will be asked to return your Policy when you request a full
surrender. You may obtain these forms from our Home Office or from your AGL
representative. Each communication must include your name, Policy number and, if
you are not the insured person, that person's name. We cannot process any
requested action that does not include all required information.
Telephone transactions. If you have a completed telephone authorization form
on file with us, you may make transfers, or change the allocation of future
premium payments or deduction of charges, by telephone, subject to the terms of
the form. We will honor telephone instructions from any person who provides the
correct information, so there is a risk of possible loss to you if unauthorized
persons use this service in your name. Our current procedure is that only the
owner or your AGL representative may make a transfer request by phone. We are
not liable for any acts or omissions based upon instructions that we reasonably
believe to be genuine. Our procedures include verification of the Policy number,
the identity of the caller, both the insured person's and owner's names, and a
form of personal identification from the caller. We will mail you a prompt
written confirmation of the transaction. If (a) many people seek to make
telephone requests at or about the same time, or (b) our recording equipment
malfunctions, it may be impossible for you to make a telephone request at the
time you wish. You should submit a written request if you cannot make a
telephone transfer. Also, if, due to malfunction or other circumstances, the
recording of your telephone request is incomplete or not fully comprehensible,
we will not process the transaction. The phone number for telephone requests is
1-888-222-4943.
ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS
To help explain how our Policy works, we have prepared the following tables:
PAGE TO
SEE IN THIS
TABLE PROSPECTUS
- ----- ----------
Guideline Premium Test, Death Benefit Option 1-Current Charges......... xx
Guaranteed Maximum Charges.......................................... xx
Cash Value Accumulation Test, Death Benefit Option 1 - Current Charges. xx
Guaranteed Maximum Charges.......................................... xx
The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under a sample Corporate America - Variable Policy
would change over time if the investment options had constant hypothetical gross
annual investment returns of 0%, 6% or 12% over
16
<PAGE>
the years covered by each table. The tables are for a 45 year-old male non-
tobacco user. Seven annual premium payments of $10,000 are assumed to be paid
for an initial $180,538 of specified amount of coverage as determined using the
Cash Value Accumulation Test death benefit compliance method and an initial
$281,220 of specified amount of coverage as determined using the Guideline
Premium Test. The illustrations assume no Policy loan has been taken.
Although the tables below do not include an example of a Policy with an Option
2 death benefit, such a Policy would have higher death benefits and lower cash
surrender values. The tables reflect a medically underwritten Policy. A
guaranteed issue Policy would have higher cost of insurance charges and lower
cash surrender values.
Separate tables are included to show both current and guaranteed maximum
charges.
. The charges assumed in the current charge tables include a daily charge
at an annual effective rate of .65% for the first 10 Policy years, .40%
for Policy years 11-20, and .15% thereafter, plus a flat monthly charge
of $7.00 and current monthly insurance charges.
. The guaranteed maximum charge table assumes that these charges include a
daily charge at an annual rate effective rate of .65% for the first 10
Policy years, .40% for Policy years 11-20, and .15% thereafter, plus a
flat monthly charge of $10.00 and guaranteed monthly insurance charges.
The charges assumed by both the current and guaranteed maximum charge tables
also include 0.67% for expenses of the Mutual Funds, which is the arithmetic
average of the advisory fees payable with respect to each Mutual Fund, after all
reimbursements, plus the arithmetic average of all other operating expenses of
each such Fund after all reimbursements, as reflected on pages __ and __ of this
prospectus.
Individual illustrations. On request, we will furnish you with a comparable
illustration based on your Policy's characteristics. If you request
illustrations more than once in any Policy year, we may charge $25 for the
illustration.
17
<PAGE>
CORPORATE AMERICA - VARIABLE
ANNUAL PREMIUM $10,000 INITIAL SPECIFIED AMOUNT $180,538
DEATH BENEFIT OPTION 1
CASH VALUE ACCUMULATION TEST
MALE AGE 45
PREFERRED - MEDICALLY UNDERWRITTEN
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 180,538 180,538 180,538 8,792 9,332 9,872 9,152 9,692 10,232
2 180,538 180,538 180,538 17,408 19,040 20,737 17,588 19,220 20,917
3 180,538 180,538 180,538 25,848 29,140 32,701 25,848 29,140 32,701
4 180,538 180,538 180,538 34,134 39,674 45,907 34,134 39,674 45,907
5 180,538 180,538 180,538 42,283 50,679 60,511 42,283 50,579 60,511
6 180,538 180,538 189,826 50,289 62,175 76,657 50,289 62,175 76,657
7 180,538 180,538 226,973 58,142 74,176 94,407 58,142 74,176 94,407
8 180,538 180,538 242,666 56,877 77,197 103,927 56,877 77,197 103,927
9 180,538 182,155 259,387 55,538 80,295 114,340 55,538 80,295 114,340
10 180,538 184,071 277,241 54,127 83,480 125,734 54,127 83,480 125,734
15 180,538 197,414 393,390 47,107 102,518 204,290 47,107 102,518 204,290
20 180,538 212,516 560,387 37,585 125,023 329,676 37,585 125,023 329,676
</TABLE>
THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.
18
<PAGE>
CORPORATE AMERICA - VARIABLE
ANNUAL PREMIUM $10,000 INITIAL SPECIFIED AMOUNT $180,538
DEATH BENEFIT OPTION 1
CASH VALUE ACCUMULATION TEST
MALE AGE 45
PREFERRED - MEDICALLY UNDERWRITTEN
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 180,538 180,538 180,538 8,085 8,603 9,121 8,445 8,963 9,481
2 180,538 180,538 180,538 16,039 17,587 19,200 16,219 17,767 19,380
3 180,538 180,538 180,538 23,865 26,976 30,345 23,865 26,976 30,345
4 180,538 180,538 180,538 31,567 36,794 42,684 31,567 36,794 42,684
5 180,538 180,538 180,538 39,145 47,066 56,357 39,145 47,066 56,357
6 180,538 180,538 180,538 46,603 57,822 71,525 46,603 57,822 71,525
7 180,538 180,538 212,039 53,938 69,088 88,196 53,938 69,088 88,196
8 180,538 180,538 225,213 52,100 71,298 96,452 52,100 71,298 96,452
9 180,538 180,538 239,217 50,175 73,546 105,488 50,175 73,546 105,488
10 180,538 180,538 254,101 48,146 75,827 115,240 48,156 75,827 115,240
15 180,538 180,538 347,929 36,557 88,838 180,682 36,557 88,838 180,682
20 180,538 180,538 476,687 19,539 103,079 280,435 19,539 103,079 280,435
</TABLE>
THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.
19
<PAGE>
CORPORATE AMERICA - VARIABLE
ANNUAL PREMIUM $10,000 INITIAL SPECIFIED AMOUNT $281,220
DEATH BENEFIT OPTION 1
GUIDELINE PREMIUM TEST
MALE AGE 45
PREFERRED - MEDICALLY UNDERWRITTEN
ASSUMING CURRENT CHARGES
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 281,220 281,220 281,220 8,730 9,268 9,807 9,090 9,628 10,167
2 281,220 281,220 281,220 17,246 18,868 20,556 17,426 19,048 20,736
3 281,220 281,220 281,220 25,539 28,807 32,343 25,539 28,807 32,343
4 281,220 281,220 281,220 33,643 39,133 45,312 33,643 39,133 45,312
5 281,220 281,220 281,220 41,580 49,888 59,620 41,580 49,888 59,620
6 281,220 281,220 281,220 49,336 61,077 75,399 49,336 61,077 75,399
7 281,220 281,220 281,220 56,882 72,698 92,793 56,882 72,698 92,793
8 281,220 281,220 281,220 55,290 75,293 101,954 55,290 75,293 101,954
9 281,220 281,220 281,220 53,555 77,781 111,998 53,555 77,781 111,998
10 281,220 281,220 281,220 51,683 80,441 123,044 51,683 80,441 123,044
15 281,220 281,220 281,220 41,749 95,380 201,382 41,749 95,380 201,382
20 281,220 281,220 406,724 27,287 111,041 333,380 27,287 111,041 333,380
</TABLE>
THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.
20
<PAGE>
CORPORATE AMERICA - VARIABLE
ANNUAL PREMIUM $10,000 INITIAL SPECIFIED AMOUNT $281,220
DEATH BENEFIT OPTION 1
GUIDELINE PREMIUM TEST
MALE AGE 45
PREFERRED - MEDICALLY UNDERWRITTEN
ASSUMING GUARANTEED CHARGES
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 281,220 281,220 281,220 7,629 8,133 8,637 7,989 8,493 8,997
2 281,220 281,220 281,220 15,095 16,584 18,136 15,275 16,764 18,316
3 281,220 281,220 281,220 22,395 25,370 28,594 22,395 25,370 28,594
4 281,220 281,220 281,220 29,533 34,509 40,123 29,533 34,509 40,123
5 281,220 281,220 281,220 36,503 44,016 52,842 36,503 44,016 52,842
6 281,220 281,220 281,220 43,305 53,912 66,891 43,305 53,912 66,891
7 281,220 281,220 281,220 49,927 64,210 82,419 49,927 64,210 82,419
8 281,220 281,220 281,220 47,311 65,325 89,449 47,311 65,325 89,449
9 281,220 281,220 281,220 44,532 66,334 97,141 44,532 66,334 97,141
10 281,220 281,220 281,220 41,562 67,211 105,566 41,562 67,211 105,566
15 281,220 281,220 281,220 23,532 69,802 164,369 23,532 69,802 164,369
20 0 281,220 323,874 0 64,749 265,471 0 64,749 265,471
</TABLE>
THE VALUES WILL CHANGE IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
THE INVESTMENT RESULTS ARE AN EXAMPLE ONLY AND ARE NOT A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN.
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ADDITIONAL INFORMATION
A general overview of the Policy appears at page 1 - __. The additional
information that follows gives more details, but generally does not repeat what
is set forth above.
PAGE TO
SEE IN THIS
CONTENTS OF ADDITIONAL INFORMATION PROSPECTUS
- ---------------------------------- -----------
AGL........................................................
Separate Account VL-R......................................
Tax Effects................................................
Voting Privileges..........................................
Your Beneficiary...........................................
Assigning Your Policy......................................
More About Policy Charges..................................
Effective Date of Policy and Related Transactions..........
Distribution of the Policy.................................
Payment of Policy Proceeds.................................
Adjustments to Death Benefit...............................
Additional Rights That We Have.............................
Performance Information....................................
Our Reports to Policy Owners...............................
AGL's Management...........................................
Principal Underwriter's Management.........................
Legal Matters..............................................
Independent Auditors.......................................
Actuarial Expert...........................................
Services Agreement.........................................
Certain Potential Conflicts................................
Year 2000 Considerations...................................
Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (page __, which
follows all of the financial pages). That index will tell you on what page you
can read more about many of the words and phrases that we use.
AGL
We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws of Texas. AGL is a successor in
interest to a company originally organized under the laws of Delaware on January
10, 1917. AGL is an indirect, wholly-owned subsidiary of American General
Corporation (formerly American General Insurance Company), a diversified
financial services holding company engaged primarily in the insurance business.
The commitments under the
22
<PAGE>
Policy are AGL's, and American General Corporation has no legal obligation to
back those commitments.
AGL is a member of the Insurance Marketplace Standards Association ("IMSA").
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. AGL's membership in IMSA applies only to AGL and not its
products.
SEPARATE ACCOUNT VL-R
We hold the Mutual Fund shares in which any of your accumulation value is
invested in Separate Account VL-R. Separate Account VL-R is a "separate
account," as defined by the SEC and is registered as a unit investment trust
with the SEC under the Investment Company Act of 1940, as amended. We created
the separate account on May 6, 1997 under Texas law.
For record keeping and financial reporting purposes, Separate Account VL-R is
divided into 24 separate "divisions," 17 of which correspond to one of the 17
available investment options. The remaining 7 divisions represent investment
options available under another variable life policy we offer. We hold the
Mutual Fund shares in which we invest your accumulation value for an investment
option in the division that corresponds to that investment option.
The assets in Separate Account VL-R are our property. The assets in Separate
Account VL-R would be available only to satisfy the claims of owners of the
Policy, to the extent they have allocated their accumulation value to Separate
Account VL-R. Our other creditors could reach only those Separate Account VL-R
assets (if any) that are in excess of the amount of our reserves and other
contract liabilities under the Policy with respect to Separate Account VL-R.
TAX EFFECTS
This discussion is based on current federal income tax law and
interpretations. It assumes that the policy owner is a natural person who is a
U.S. citizen and resident. The tax effects on corporate taxpayers, non-U.S.
residents or non-U.S. citizens, may be different. This discussion is general in
nature, and should not be considered tax advice, for which you should consult a
qualified tax adviser.
We do not know the likelihood of continuation of the present federal income
tax laws or of the current interpretations by the Internal Revenue Service. For
instance, the United States Congress has in the past and may in the future
consider legislation that, if adopted, could significantly affect the tax
treatment of corporate-owned life insurance. For example, on February 1, 1999,
the Clinton Administration announced certain proposals to amend the United
States tax law, including a proposal to change the tax treatment of corporate-
owned life insurance.
If adopted, the Clinton Administration's proposal would limit the interest
deductions allowed to certain owners that are corporations or other business
entities and that own any life insurance policies, such as a Policy that is
issued after June 8, 1997. Under this proposal, a portion of the total
outstanding indebtedness of such an owner would be allocated to the unborrowed
cash surrender values under the owner's post-June 8, 1997 Policy, and no
deduction would be allowed for the interest on the portion of
23
<PAGE>
the owner's indebtedness that is so allocated. It is uncertain at this time
whether the Administration's proposal will be adopted. You should consult a tax
adviser for further information.
General. A Corporate America - Variable Policy will be treated as "life
insurance" for federal income tax purposes (a) if it meets the definition of
life insurance under Section 7702 of the Internal Revenue Code of 1986, as
amended (the "Code") and (b) for as long as the investments made by the
underlying Mutual Funds satisfy certain investment diversification requirements
under Section 817(h) of the Code. We believe that the Policy will meet these
requirements and that:
. the death benefit received by the beneficiary under your Policy will not be
subject to federal income tax; and
. increases in your Policy's accumulation value as a result of interest or
investment experience will not be subject to federal income tax unless and
until there is a distribution from your Policy, such as a surrender or a
partial surrender.
The federal income tax consequences of a distribution from your Policy can be
affected by whether your Policy is determined to be a "modified endowment
contract" (which is discussed below). In all cases, however, the character of
all income that is described below as taxable to the payee will be ordinary
income (as opposed to capital gain).
Testing for modified endowment contract status. Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. This is called the "seven-pay" test.
Whenever there is a "material change" under a policy, the policy will
generally be (a) treated as a new contract for purposes of determining whether
the policy is a modified endowment contract and (b) subjected to a new seven-pay
period and a new seven-pay limit. The new seven-pay limit would be determined by
taking into account, under a prescribed formula, the accumulation value of the
policy at the time of such change. A materially changed policy would be
considered a modified endowment contract if it failed to satisfy the new seven-
pay limit. A material change for these purposes could occur as a result of a
change in death benefit option. A material change will occur as a result of an
increase in your Policy's specified amount of coverage, and certain other
changes.
If your Policy's benefits are reduced during the first seven Policy years (or
within seven years after a material change), the calculated seven-pay premium
limit will be redetermined based on the reduced level of benefits and applied
retroactively for purposes of the seven-pay test. (Such a reduction in benefits
could include, for example, a decrease in the specified amount resulting from a
partial surrender). If the premiums previously paid are greater than the
recalculated seven-payment premium level limit, the Policy will become a
modified endowment contract. A life insurance policy that is received in
exchange for a modified endowment contract will also be considered a modified
endowment contract.
24
<PAGE>
Other effects of Policy changes. Changes made to your Policy (for example, a
decrease in benefits or a lapse or reinstatement of your Policy) may also have
other effects on your Policy. Such effects may include impacting the maximum
amount of premiums that can be paid under your Policy, as well as the maximum
amount of accumulation value that may be maintained under your Policy.
Taxation of pre-death distributions if your Policy is not a modified endowment
contract. As long as your Policy remains in force during the insured person's
lifetime, as a non-modified endowment contract, a Policy loan will be treated as
indebtedness, and no part of the loan proceeds will be subject to current
federal income tax. Interest on the loan generally will not be tax deductible.
After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your "basis" in your Policy. (Your basis generally will equal the premiums you
have paid, less the amount of any previous distributions from your Policy that
were not taxable.) During the first 15 Policy years, the proceeds from a partial
surrender could be subject to federal income tax, under a complex formula, to
the extent that your accumulation value exceeds your basis in your Policy.
On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your basis in the Policy, will be subject to federal income tax. In addition, if
a Policy ends after a grace period while there is a policy loan, the
cancellation of such loan and accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules. Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.
Taxation of pre-death distributions if your Policy is a modified endowment
contract. If your Policy is a modified endowment contract, any distribution from
your Policy during the insured person's lifetime will be taxed on an "income-
first" basis. Distributions for this purpose include a loan (including any
increase in the loan amount to pay interest on an existing loan or an assignment
or a pledge to secure a loan) or partial surrender. Any such distributions will
be considered taxable income to you to the extent your accumulation value
exceeds your basis in the Policy. For modified endowment contracts, your basis
is similar to the basis described above for other policies, except that it also
would be increased by the amount of any prior distribution under your Policy
that was considered taxable income to you. For purposes of determining the
taxable portion of any distribution, all modified endowment contracts issued by
the same insurer (or its affiliate) to the same owner (excluding certain
qualified plans) during any calendar year are aggregated. The Treasury
Department has authority to prescribe additional rules to prevent avoidance of
"income-first" taxation on distributions from modified endowment contracts.
A 10% penalty tax also will apply to the taxable portion of most distributions
from a policy that is a modified endowment contract. The penalty tax will not,
however, apply to distributions:
. to taxpayers 59 1/2 years of age or older;
. in the case of a disability (as defined in the Code); or
25
<PAGE>
. received as part of a series of substantially equal periodic annuity
payments for the life (or life expectancy) of the taxpayer or the joint
lives (or joint life expectancies) of the taxpayer and his or her
beneficiary.
If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your basis in the Policy, will be subject to federal
income tax and, unless an exception applies, the 10% penalty tax.
Distributions that occur during a Policy year in which your Policy becomes a
modified endowment contract, and during any subsequent Policy years, will be
taxed as described in the two preceding paragraphs. In addition, distributions
from a policy within two years before it becomes a modified endowment contract
also will be subject to tax in this manner. This means that a distribution made
from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract. The Treasury
Department has been authorized to prescribe rules which would treat similarly
other distributions made in anticipation of a policy becoming a modified
endowment contract.
Policy lapses and reinstatements. A Policy which has lapsed may have the tax
consequences described above, even though you may be able to reinstate that
Policy. For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.
Diversification. Under Section 817(h) of the Code, the Treasury Department has
issued regulations that implement investment diversification requirements. Our
failure to comply with these regulations would disqualify your Policy as a life
insurance policy under Section 7702 of the Code. If this were to occur, you
would be subject to federal income tax on the income under the Policy for the
period of the disqualification and for subsequent periods. Also, if the insured
died during such period of disqualification or subsequent periods, a portion of
the death benefit proceeds would be taxable to the beneficiary. Separate
Account VL-R, through the Mutual Funds, intends to comply with these
requirements. Although we do not have direct control over the investments or
activities of the Mutual Funds, we will enter into agreements with them
requiring the Mutual Funds to comply with the diversification requirements of
the Section 817(h) Treasury Regulations.
In connection with the issuance of then temporary diversification regulations,
the Treasury Department stated that it anticipated the issuance of guidelines
prescribing the circumstances in which the ability of a policy owner to direct
his or her investment to particular Mutual Funds within Separate Account VL-R
may cause the policy owner, rather than the insurance company, to be treated as
the owner of the assets in the account. If you were considered the owner of the
assets of Separate Account VL-R, income and gains from the account would be
included in your gross income for federal income tax purposes. Under current
law, however, we believe that AGL, and not the owner of a Policy, would be
considered the owner of the assets of Separate Account VL-R.
Estate and generation skipping taxes. If the insured person is the Policy's
owner, the death benefit under a Corporate America - Variable Policy will
generally be includable in the owner's estate for purposes of federal estate
tax. If the owner is not the insured person, under certain conditions, only an
26
<PAGE>
amount approximately equal to the cash surrender value of the Policy would be
includable. Federal estate tax is integrated with federal gift tax under a
unified rate schedule. In general, estates less than $650,000 (or larger amounts
specified in the Code to commence in certain future years) will not incur a
federal estate tax liability. In addition, an unlimited marital deduction may be
available for federal estate tax purposes.
As a general rule, if a "transfer" is made to a person two or more generations
younger than the Policy's owner, a generation skipping tax may be payable at
rates similar to the maximum estate tax rate in effect at the time. The
generation skipping tax provisions generally apply to "transfers" that would be
subject to the gift and estate tax rules. Individuals are generally allowed an
aggregate generation skipping tax exemption of $1 million. Because these rules
are complex, you should consult with a qualified tax adviser for specific
information, especially where benefits are passing to younger generations.
The particular situation of each policy owner, insured person or beneficiary
will determine how ownership or receipt of Policy proceeds will be treated for
purposes of federal estate and generation skipping taxes, as well as state and
local estate, inheritance and other taxes.
Pension and profit-sharing plans. If a life insurance policy is purchased by a
trust or other entity that forms part of a pension or profit-sharing plan
qualified under Section 401(a) of the Code for the benefit of participants
covered under the plan, the federal income tax treatment of such policies will
be somewhat different from that described above.
The reasonable net premium cost for such amount of insurance that is purchased
as part of a pension or profit-sharing plan is required to be included annually
in the plan participant's gross income. This cost (generally referred to as the
"P.S. 58" cost) is reported to the participant annually. If the plan participant
dies while covered by the plan and the policy proceeds are paid to the
participant's beneficiary, then the excess of the death benefit over the
policy's accumulation value will not be subject to federal income tax. However,
the policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the policy. The participant's cost basis
will generally include the costs of insurance previously reported as income to
the participant. Special rules may apply if the participant had borrowed from
the policy or was an owner-employee under the plan.
There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan. You should consult a qualified tax adviser.
Other employee benefit programs. Complex rules may also apply when a policy is
held by an employer or a trust, or acquired by an employee, in connection with
the provision of other employee benefits. These policy owners must consider
whether the policy was applied for by or issued to a person having an insurable
interest under applicable state law and with the insured person's consent. The
lack of an insurable interest or consent may, among other things, affect the
qualification of the policy as life insurance for federal income tax purposes
and the right of the beneficiary to receive a death benefit.
ERISA. Employers and employer-created trusts may be subject to reporting,
disclosure and fiduciary obligations under the Employee Retirement Income
Security Act of 1974, as amended. You should consult a qualified legal adviser.
27
<PAGE>
Our taxes. We report the operations of Separate Account VL-R in our federal
income tax return, but we currently pay no income tax on Separate Account VL-R's
investment income and capital gains, because these items are, for tax purposes,
reflected in our variable life insurance policy reserves. We currently make no
charge to any Separate Account VL-R division for taxes. We reserve the right to
make a charge in the future for taxes incurred; for example, a charge to
Separate Account VL-R for income taxes we incur that are allocable to the
Policy.
We may have to pay state, local or other taxes in addition to applicable taxes
based on premiums. At present, these taxes are not substantial. If they
increase, we may make charges for such taxes when they are attributable to
Separate Account VL-R or allocable to the Policy.
Certain Mutual Funds in which your accumulation value is invested may elect to
pass through to AGL taxes withheld by foreign taxing jurisdictions on foreign
source income. Such an election will result in additional taxable income and
income tax to AGL. The amount of additional income tax, however, may be more
than offset by credits for the foreign taxes withheld which are also passed
through. These credits may provide a benefit to AGL.
When we withhold income taxes. Generally, unless you provide us with an
election to the contrary before we make the distribution, we are required to
withhold income tax from any proceeds we distribute as part of a taxable
transaction under your Policy. In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory written notification that no such taxes are due.
Tax changes. The U.S. Congress frequently considers legislation that, if
enacted, could change the tax treatment of life insurance policies. In addition,
the Treasury Department may amend existing regulations, issue regulations on the
qualification of life insurance and modified endowment contracts, or adopt new
interpretations of existing law. State and local tax law or, if you are not a
U.S. citizen and resident, foreign tax law, may also affect the tax consequences
to you, the insured person or your beneficiary, and are subject to change. Any
changes in federal, state, local or foreign tax law or interpretation could have
a retroactive effect. We suggest you consult a qualified tax adviser.
VOTING PRIVILEGES
We are the legal owner of the Funds' shares held in Separate Account VL-R.
However, you may be asked to instruct us how to vote the Fund shares held in the
various Mutual Funds and attributable to your Policy at meetings of shareholders
of the Funds. The number of votes for which you may give directions will be
determined as of the record date for the meeting. The number of votes that you
may direct related to a particular Fund is equal to (a) your accumulation value
invested in that Fund divided by (b) the net asset value of one share of that
Fund. Fractional votes will be recognized.
We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account VL-R.
If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions. Should we determine that we
are no longer required to send the owner such materials, we will vote the shares
as we determine in our sole discretion.
28
<PAGE>
In certain cases, we may disregard instructions relating to changes in a
Fund's investment manager or its investment policies. We will advise you if we
do and explain the reasons in our next report to policy owners. AGL reserves the
right to modify these procedures in any manner that the laws in effect from time
to time allow.
YOUR BENEFICIARY
You name your beneficiary when you apply for a Policy. The beneficiary is
entitled to the insurance benefits of the Policy. You may change the beneficiary
during the insured person's lifetime. We also require the consent of any
irrevocably named beneficiary. A new beneficiary designation is effective as of
the date you sign it, but will not affect any payments we may make before we
receive it. If no beneficiary is living when the insured person dies, we will
pay the insurance proceeds to the owner or the owner's estate.
ASSIGNING YOUR POLICY
You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason. We will not be bound by an
assignment unless it is received in writing. You must provide us with two copies
of the assignment. We are not responsible for any payment we make or any action
taken before we receive a complete notice of the assignment in good order. We
are also not responsible for the validity of the assignment. An absolute
assignment is a change of ownership. Because there may be unfavorable tax
consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.
MORE ABOUT POLICY CHARGES
Purpose of our charges. The charges under the Policy are designed to cover, in
total, our direct and indirect costs of selling, administering and providing
benefits under the Policy. They are also designed, in total, to compensate us
for the risks we assume and services that we provide under the Policy. These
include:
. mortality risks (such as the risk that insured persons will, on average,
die before we expect, thereby increasing the amount of claims we must pay);
. investment risks (such as the risk that adverse investment performance will
make it more difficult for us to reduce the amount of our daily charge for
revenues below what we anticipate);
. sales risks (such as the risk that the number of Policy we sell and the
premiums we receive net of withdrawals, are less than we expect, thereby
depriving us of expected economies of scale);
. regulatory risks (such as the risk that tax or other regulations may be
changed in ways adverse to issuers of variable life insurance policies);
and
. expense risks (such as the risk that the costs of administrative services
that the Policy requires us to provide will exceed what we currently
project).
29
<PAGE>
If the charges that we collect from the Policy exceed our total costs in
connection with the Policy, we will earn a profit. Otherwise we will incur a
loss.
The current monthly insurance charge has been designed primarily to provide
funds out of which we can make payments of death benefits under the Policy as
insured persons die.
Any excess from the charges discussed above is primarily intended to:
. offset other expenses in connection with the Policy (such as the costs of
processing applications for Policy and other unreimbursed administrative
expenses, costs of paying marketing and distribution expenses for the
Policy, and costs of paying death claims if the mortality experience of
insured persons is worse than we expect);
. compensate us for the risk we assume under the Policy; or
. otherwise be retained by us as profit.
Although the paragraphs above describe the primary purposes for which charges
under the Policy have been designed, these purposes are subject to considerable
change over the life of a Policy. We can retain or use the revenues from any
charge or charge increase for any purpose.
Change of tobacco use. If the person insured under your Policy is a tobacco
user, you may apply to us for an improved risk class if the insured person meets
our then applicable requirements for demonstrating that he or she has stopped
tobacco use for a sufficient period.
Gender neutral Policy. Our cost of insurance charge rates for a unisex policy
will not be greater than the comparable male rates illustrated in this
prospectus.
Congress and the legislatures of various states have from time to time
considered legislation that would require insurance rates to be the same for
males and females of the same age, rating class and tobacco user status. In
addition, employers and employee organizations should consider, in consultation
with counsel, the impact of Title VII of the Civil Rights Act of 1964 on the
purchase of life insurance policies in connection with an employment-related
insurance or benefit plan. In a 1983 decision, the United States Supreme Court
held that, under Title VII, optional annuity benefits under a deferred
compensation plan could not vary on the basis of gender.
Cost of insurance rates. Because of specified amount increases, different cost
of insurance rates may apply to different increments of specified amount under
your Policy. If so, we attribute your accumulation value first to the oldest
increments of specified amount to compute our net amount at risk at each cost of
insurance rate. See "Monthly Insurance Charge" beginning on page __.
Miscellaneous. Each of the distributors or advisers of the Mutual Funds listed
on page __ of this prospectus reimburses us, on a quarterly basis, for certain
administrative, Policy, and policy owner support expenses. These reimbursements
will be reasonable for the services performed and are not designed to result in
a profit. These reimbursements are paid by the distributors or the advisers, and
will not be paid by the Mutual Funds, the divisions or the owners. No payments
have yet been made under these arrangements, because the number of Policies
issued does not require a payment.
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<PAGE>
EFFECTIVE DATE OF POLICY AND RELATED TRANSACTIONS
Valuation dates, times, and periods. We generally compute values under a
Policy on each day that the New York Stock Exchange is open for business except,
with respect to any investment option, days on which the related Mutual Fund
does not value its shares. We call each such day a "valuation date."
We compute policy values as of 3:00 p.m., Central time, on each valuation
date. We call this our "close of business." We call the time from the close of
business on one valuation date to the close of business of the next valuation
date a "valuation period."
Date of receipt. Generally we consider that we have received a premium payment
or another communication from you on the day we actually receive it in full and
proper order at our Home Office. If we receive it after the close of business on
any valuation date, however, we consider that we have received it on the day
following that valuation date.
Commencement of insurance coverage. After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the insured person's insurance rate class should be. We will not pay a death
benefit under a Policy unless (a) it has been delivered to and accepted by the
owner and at least the initial premium has been paid, and (b) at the time of
such delivery and payment, there have been no adverse developments in the
insured person's health or risk of death.
Date of issue; Policy months and years. We prepare the Policy only after we
approve an application for a Policy and assign an appropriate insurance rate
class. The day we begin to deduct charges will appear on page__ (refers to
Policy page) of your Policy and is called the "date of issue." Policy months and
years are measured from the date of issue. To preserve a younger age at issue
for the insured person, we may assign a date of issue to a Policy that is up to
6 months earlier than otherwise would apply.
Monthly deduction days. Each charge that we deduct monthly is assessed against
your accumulation value at the close of business on the date of issue and at the
end of each subsequent valuation period that includes the first day of a Policy
month. We call these "monthly deduction days."
Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt in the Home Office of the necessary premium. In the case of a back-
dated Policy, we do not credit an investment return to the accumulation value
resulting from your initial premium payment until the date stated in (b) above.
Effective date of other premium payments and requests that you make. Premium
payments (after the first) and transactions made in response to your requests
and elections are generally effected at the end of the valuation period in which
we receive the payment, request or election and based on prices and values
computed as of that same time. Exceptions to this general rule are as follows:
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<PAGE>
. Increases or decreases you request in the specified amount of insurance,
and reinstatements of a Policy that has lapsed take effect on the Policy's
monthly deduction day on or next following our approval of the transaction;
. We may return premium payments if we determine that such premiums would
cause your Policy to become a modified endowment contract or to cease to
qualify as life insurance under federal income tax law or exceed the
maximum net amount at risk;
. If you exercise the right to return your Policy described on the first page
of this prospectus, your coverage will end when you mail us your Policy or
deliver it to your AGL representative; and
. If you pay a premium in connection with a request which requires our
approval, your payment will be applied when received rather than following
the effective date of the change requested so long as your coverage is in
force and the amount paid will not cause you to exceed premium limitations
under the Code. If we do not approve your request, no premium will be
refunded to you except to the extent necessary to cure any violation of the
maximum premium limitations under the Code. We will not apply this
procedure to premiums you pay in connection with reinstatement requests.
MORE ABOUT OUR DECLARED FIXED INTEREST ACCOUNT OPTION
Our general account. Our general account assets are all of our assets that we
do not hold in legally segregated separate accounts. Our general account
supports our obligations to you under your Policy's declared fixed interest
account option. Because of applicable exemptions, no interest in this option
has been registered under the Securities Act of 1933, as amended. Neither our
general account nor our declared fixed interest account is an investment company
under the Investment Company Act of 1940. We have been advised that the staff
of the SEC has not reviewed the disclosures that are included in this prospectus
for your information about our general account or our declared fixed interest
account option. Those disclosures, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.
How we declare interest. We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.
Under these procedures, it is likely that at any time different interest rates
will apply to different portions of your accumulation value, depending on when
each portion was allocated to our declared fixed interest account option. Any
charges, partial surrenders, or loans that we take from any accumulation value
that you have in our declared fixed interest account option will be taken from
each portion in reverse chronological order based on the date that accumulation
value was allocated to this option.
DISTRIBUTION OF THE POLICY
American General Securities Incorporated ("AGSI") is the principal underwriter
of the Policy. AGSI is a wholly-owned subsidiary of AGL. AGL, in turn, is a
wholly-owned subsidiary of American General Corporation. AGSI's principal
office is at 2727 Allen Parkway, Houston, Texas 77019. AGSI was organized as a
Texas corporation on March 8, 1983 and is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended ("1934 Act") and is a member of the
National Association of Securities
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Dealers, Inc. ("NASD"). AGSI is also the principal underwriter for AGL's
Separate Accounts A and D, and Separate Account E of American General Life
Insurance Company of New York, which is a wholly-owned subsidiary of AGL. These
separate accounts are registered investment companies. AGSI, as the principal
underwriter, is not paid any fees on the Policy.
We and AGSI have sales agreements with various broker-dealers under which the
Policy will be sold by registered representatives of the broker-dealers. These
registered representatives are also required to be authorized under applicable
state regulations as life insurance agents to sell variable life insurance. The
broker-dealers are ordinarily required to be registered with the SEC and must be
members of the NASD.
We pay compensation directly to broker-dealers for promotion and sales of the
Policy. AGSI also has its own registered representatives who will sell the
Policy, and we will pay compensation to AGSI for these sales. The compensation
payable to broker-dealers for the sales of the Policy may vary with the sales
agreement, but is generally not expected to exceed, for the Policy:
. in the first Policy year, 19% of the premiums paid up to the target amount
and 4% of the premiums in excess of the target amount;
. in Policy years 2-7, 7% of the premiums paid up to the target amount
and 4% of the premiums in excess of the target amount;
. in Policy years 8-15, 3% of the premiums paid up to the target amount,
2% of the premiums in excess of the target amount and 0.15% of the
Policy's accumulation value (reduced by any outstanding loans); and
. in Policy years 16 and thereafter, 2% of the premiums paid up to the
target amount, 2% of the premiums in excess of the target amount;
and 0.10% of the Policy's accumulation value (reduced by any
outstanding loans).
The maximum value of any alternative amounts we may pay for sales of the
Policy is expected to be equivalent over time to the amounts described above.
For example, we may pay a broker-dealer compensation in a lump sum which will
not exceed the aggregate compensation described above.
We pay a comparable amount of compensation to the broker-dealers with respect
to any increase in the specified amount of coverage that you request. In
addition, we may pay the broker-dealers expense allowances, bonuses, wholesaler
fees and training allowances.
We pay the compensation directly to AGSI or any other selling broker-dealer
firm. We pay the compensation from our own resources which does not result in
any additional charge to you that is not described on page __ of the prospectus.
Each broker-dealer firm, in turn, may compensate its registered representative
or employee who acts as agent in selling you a Policy.
PAYMENT OF POLICY PROCEEDS
General. We will pay any death benefit, maturity benefit, cash surrender value
or loan proceeds within seven days after we receive the last required form or
request (and any other documents that may be required for payment of a death
benefit). If we do not have information about the desired manner of payment
within
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60 days after the date of notification of the insured person's death, we will
pay the proceeds as a single sum, normally within seven days thereafter.
Delay for check clearance. We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a premium payment
made by check for a reasonable period of time (not to exceed 15 days) to allow
the check to clear the banking system.
Delay of Separate Account VL-R proceeds. We reserve the right to defer payment
of any death benefit, loan or other distribution that comes from that portion of
your accumulation value that is allocated to Separate Account VL-R, if:
. the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is
restricted;
. an emergency exists, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to
fairly determine the accumulation value; or
. the SEC by order permits the delay for the protection of owners.
Transfers and allocations of accumulation value among the investment options may
also be postponed under these circumstances. If we need to defer calculation of
Separate Account VL-R values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.
Delay to challenge coverage. We may challenge the validity of your insurance
Policy based on any material misstatements in your application and any
application for a change in coverage. However,
. We cannot challenge the Policy after it has been in effect, during the
insured person's lifetime, for two years from the date the Policy
was issued or restored after termination. (Some states may require
that we measure this time in some other way.)
. We cannot challenge any Policy change that requires evidence of
insurability (such as an increase in specified amount) after the
change has been in effect for two years during the insured person's
lifetime.
ADJUSTMENTS TO DEATH BENEFIT
Suicide. If the insured person commits suicide within two years after the date
on which the Policy was issued, the death benefit will be limited to the total
of all premiums that have been paid to the time of death minus any outstanding
Policy loans and any partial surrenders. If the insured person commits suicide
within two years after the effective date of an increase in specified amount
that you requested, we will pay the death benefit based on the specified amount
which was in effect before the increase, plus the monthly insurance deductions
for the increase. Some states require that we compute differently these periods
for non-contestability following a suicide.
Wrong age or gender. If the age or gender of the insured person was misstated
on your application for a Policy (or for any increase in benefits), we will
adjust any death benefit to be what the monthly insurance charge deducted for
the current month would have purchased based on the correct information.
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Death during grace period. If the insured person dies during the Policy's
grace period, we will deduct any overdue monthly charges from the insurance
proceeds.
ADDITIONAL RIGHTS THAT WE HAVE
We have the right at any time to:
. transfer the entire balance in an investment option in accordance with
any transfer request you make that would reduce your accumulation
value for that option to below $500;
. transfer the entire balance in proportion to any other investment
options you then are using, if the accumulation value in an
investment option is below $500 for any other reason;
. change the underlying Mutual Fund that any investment option uses or
make any new Mutual Fund available to you;
. add or delete investment options, combine two or more investment
options, or withdraw assets relating to Corporate America - Variable
from one investment option and put them into another;
. make any changes required to comply with the requirements of any
investment option;
. operate Separate Account VL-R, or one or more investment options, in
any other form the law allows, including a form that allows us to
make direct investments. Separate Account VL-R may be charged an
advisory fee if its investments are made directly rather than
through another investment company. In that case, we may make any
legal investments we wish; or
. make other changes in the Policy that in our judgment are necessary or
appropriate to ensure that the Policy continues to qualify for tax
treatment as life insurance, or that do not reduce any cash surrender
value, death benefit, accumulation value, or other accrued rights or
benefits.
You will be notified as required by law if there are any material changes in
the underlying investments of an investment option that you are using. We intend
to comply with all applicable laws in making any changes and, if necessary, we
will seek policy owner approval.
PERFORMANCE INFORMATION
From time to time, we may quote performance information for the divisions of
Separate Account VL-R in advertisements, sales literature, or reports to owners
or prospective investors.
We may quote performance information in any manner permitted under applicable
law. We may, for example, present such information as a change in a hypothetical
owner's cash value or death benefit. We also may present the yield or total
return of the division based on a hypothetical investment in a Policy. The
performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Funds in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium charge, and we
generally expect to exclude costs of insurance charges because of the individual
nature of these charges.
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<PAGE>
We may compare a division's performance to that of other variable life
separate accounts or investment products, as well as to generally accepted
indices or analyses, such as those provided by research firms and rating
services. In addition, we may use performance ratings that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week, Fortune, Financial Planning and The Wall Street Journal. We also may
advertise ratings of AGL's financial strength or claims-paying ability as
determined by firms that analyze and rate insurance companies and by nationally
recognized statistical rating organizations.
Performance information for any division reflects the performance of a
hypothetical Policy and are not illustrative of how actual investment
performance would affect the benefits under your Policy. You should not consider
such performance information to be an estimate or guarantee of future
performance.
OUR REPORTS TO POLICY OWNERS
Shortly after the end of each Policy year, we will mail you a report that
includes information about your Policy's current death benefit, accumulation
value, cash surrender value and policy loans. We will send you notices to
confirm premium payments, transfers and certain other Policy transactions. We
will mail to you at your last known address of record, these and any other
reports and communications required by law. You should give us prompt written
notice of any address change.
AGL'S MANAGEMENT
The directors, executive officers, and (to the extent responsible for variable
life operations) the other principal officers of AGL are listed below.
NAME BUSINESS EXPERIENCE WITHIN PAST FIVE YEARS
- ---- ------------------------------------------
Rodney O. Martin, Jr. Senior Chairman of the Board of American General Life
Insurance Company since April, 1999 and a Director since
August 1996. President and CEO (August 1996-July 1998).
President of American General Life Insurance Company of
New York (November 1995-August 1996). Vice President
Agencies, with Connecticut Mutual Life Insurance Company
(1990-1995).
Jon P. Newton Director and Vice Chairman of American General Life
Insurance Company since February 1996. Director of
American General Corporation since October 1995 and Vice
Chairman since April 1997; Vice Chairman and General
Counsel (October 1995-April 1997). Director of other
American General Corporation affiliates since October
1994. Prior thereto, Partner with Clark, Thomas, Winter
& Newton, Austin, Texas (February 1979-February 1993).
Directorships with Houston Museum of Natural Science
Board of Trustees since 1997; University of Texas Law
School Foundation Board of Trustees, Austin, Texas since
1997; University of Texas-Houston Health Science Center
Development Board, Houston, Texas since 1996; Texas
Commerce Bancshares, Houston, Texas (1985-1993); Texas
Commerce Bank, Austin, Texas (1979-1993); Lomas
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Financial Corporation, Dallas, Texas (1983-1993); Vista
Properties, Inc., Dallas, Texas (1992-1993).
Donald W. Britton [Director and Vice Chairman of the Board of American
General Life Insurance Company since April, 1999.]
Ronald H. Ridlehuber Director, President and Chief Executive Officer of
American General Life Insurance Company since July,
1998. Senior Vice President and Chief Marketing Officer
of Jefferson-Pilot Life Insurance Company in Greensboro,
North Carolina (1993-1998). Before 1993 held various
positions with Southland Life Insurance Company in
Dallas, Texas and Atlanta, Georgia including Vice
President, Sales.
David A. Fravel Director and Senior Vice President of American General
Life Insurance Company since November 1996. Elected
Executive Vice President in April, 1998. Senior Vice
President Massachusetts Mutual, Springfield, Missouri
(March 1996-June 1996); Vice President, New Business,
Connecticut Mutual Life, Hartford, Connecticut (December
1978-March 1996).
Robert F. Herbert, Jr. Director, Senior Vice President and Treasurer of
American General Life Insurance Company since May 1996,
and Controller and Actuary from June 1988 to May 1996.
Royce G. Imhoff, II Director, Senior Vice President and Chief Marketing
Officer for American General Life Insurance Company
since November 1997, Vice President (August 1996-August
1997), and Regional Director (1992-1996).
John V. LaGrasse Director, Senior Vice President and Chief Systems
Officer of American General Life Insurance Company since
August 1996. Elected Executive Vice President in July,
1998. Prior thereto, Director of Citicorp Insurance
Services, Inc., Dover, Delaware (1986-1996).
Gary D. Reddick Executive Vice President of American General Life
Insurance Company since April 1998 and Director since
October 1998. Vice Chairman since July 1997 and
Executive Vice President-Administration of The Franklin
Life Insurance Company since February 1995. Senior Vice
President-Administration of American General Corporation
(October 1994-February 1995). Senior Vice President for
American General Life Insurance Company (September 1986-
October 1994).
David J. Dietz Senior Vice President-Corporate Markets Group of
American General Life Insurance Company since January,
1999. President and Chief Executive Officer-Individual
Insurance Operations of The United States Life Insurance
Company in the City of New York since September, 1997.
President of Prudential Select Life, Newark, New Jersey
(August 1990-September 1997).
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Wayne A. Barnard Senior Vice President and Chief Actuary of American
General Life Insurance Company since November 1997 and
Vice President since February, 1991 and Chief Actuary
since February, 1993.
Rebecca G. Campbell In December 1998 named as Senior Vice President-
Organization Development and Change Management for
American General Life Insurance Company. Various
positions with American General Life Insurance Company
since 1983, including Director of Human Resources in
1993 and Vice President - Human Resources in 1996.
Ross D. Friend In July 1998 named as Senior Vice President and Chief
Compliance Officer of American General Life Insurance
Company. Senior Vice President and General Counsel of
The Franklin Life Insurance Company, Springfield,
Illinois (August 1996-July 1998). Attorney-in-Charge
for The Prudential Insurance Company, Jacksonville,
Florida (July 1995-August 1996). Chief Legal Officer
for Confederation Life Insurance, Atlanta, Georgia
(1982-June 1995).
William Guterding Senior Vice President of American General Life Insurance
Company since April 1999. Senior Vice President and
Chief Underwriting Officer of The United States Life
Insurance Company in the City of New York since October,
1980.
F. Paul Kovach, Jr. Senior Vice President-Broker Dealers and FIMG for
American General Life Insurance Company since August
1997. Since October 1994, President and Director of
American General Securities Incorporated. Vice President
of Chubb Securities Corporation, Concord, New Hampshire,
(February 1990-October 1994).
Simon J. Leech In July 1997 named as Senior Vice President-Houston
Service Center for American General Life Insurance
Company. Various positions with American General Life
Insurance Company since 1981, including Director of POS
in 1993, and Vice President-Policy Administration in
1995.
Brian D. Murphy In April 1998 named as Senior Vice President-Insurance
Operations of American General Life Insurance Company.
Vice President-Sales, Phoenix Home Life, Hartford, CT
(January 1997-April 1998). Vice President of
Underwriting and Issue, Phoenix Home Life (July 1994-
January 1997). Various positions with Mutual of New
York, Syracuse, NY, including Agent, Agency Manager,
Marketing Life and Disability Income Underwriting
Management, (1978-July 1994).
JoAnn Waddell In October 1998 named as Senior Vice President-Human
Resources for American General Life Insurance Company.
Vice President-Human Resources for American General
Corporation (1995-October 1998) and Director,
Corporate Personnel of American General Corporation
(1993-1995).
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Don M. Ward In February 1998 named as Senior Vice President-Variable
Products-Marketing of American General Life Insurance
Company. Vice President of Pacific Life Insurance
Company, Newport Beach, CA (1991-February 1998).
Thomas M. Zurek In December 1998 named as Senior Vice President and
General Counsel of American General Life Insurance
Company. In April 1999 named Director of American
General Life Insurance Company. In February 1998 named
as Senior Vice President and Deputy General Counsel of
American General Corporation. Attorney Shareholder with
Nyemaster, Goode, Voigts, West, Hansell & O'Brien, Des
Moines, Iowa (June 1992 -February 1998).
The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Newton, Ridlehuber, Fravel,
LaGrasse, Martin, Reddick, Britton and Zurek and Ms. Campbell is 2929 Allen
Parkway, the street number for Messrs. Kovach, Ward and Friend is 2727 Allen
Parkway and the street number for Messrs. Dietz and Guterding is 125 Maiden
Lane, New York, New York.
PRINCIPAL UNDERWRITER'S MANAGEMENT
The directors and principal officers of the principal underwriter are:
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- ----------------- -----------------------
F. Paul Kovach, Jr. Director and Chairman,
American General Securities Incorporated President and Chief Executive
Officer
2727 Allen Parkway
Houston, TX 77019
Royce G. Imhoff, II Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019
Rodney O. Martin, Jr. Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019
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John A. Kalbaugh Vice President -
American General Life Companies Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019
Robert M. Roth Vice President -
American General Securities Incorporated Administration and Compliance,
2727 Allen Parkway Treasurer and Secretary
Houston, TX 77019
Pauletta P. Cohn Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX 77019
Robert F. Herbert Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019
K. David Nunley Assistant Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
LEGAL MATTERS
We are not involved in any legal proceedings that would be considered material
with respect to a policy owner's interest in Separate Account VL-R. Pauletta P.
Cohn, Esquire, Associate General Counsel of the American General Life Companies,
an affiliate of AGL, has opined as to the validity of the Policy.
INDEPENDENT AUDITORS
The financial statements of AGL included in this prospectus have been audited
by Ernst & Young LLP, independent auditors, as set forth in their reports
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the reports of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at One Houston Center, 1221 McKinney, Suite 2400,
Houston, Texas 77010-2007.
ACTUARIAL EXPERT
Actuarial matters have been examined by Wayne A. Barnard, who is Senior Vice
President and Chief Actuary of AGL. His opinion on actuarial matters is filed as
an exhibit to the registration statement we have filed with the SEC in
connection with the Policy.
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<PAGE>
SERVICES AGREEMENT
American General Life Companies ("AGLC") is party to an existing general
services agreement with AGL. AGLC, an affiliate of AGL, is a corporation
incorporated in Delaware on November 24, 1997. Pursuant to this agreement, AGLC
provides services to AGL, including most of the administrative, data processing,
systems, customer services, product development, actuarial, auditing, accounting
and legal services for AGL and the Corporate America - Variable Policy.
CERTAIN POTENTIAL CONFLICTS
The Mutual Funds sell shares to separate accounts of insurance companies, both
affiliated and not affiliated with AGL. We currently do not foresee any
disadvantages to you arising out of such sales. Differences in treatment under
tax and other laws, as well as other considerations, could cause the interests
of various owners to conflict. For example, violation of the federal tax laws by
one separate account investing in the Funds could cause the contracts funded
through another separate account to lose their tax-deferred status, unless
remedial action were taken. However, each Mutual Fund has advised us that its
board of trustees (or directors) intends to monitor events to identify any
material irreconcilable conflicts that possibly may arise and to determine what
action, if any, should be taken in response. If we believe that a Fund's
response to any such event insufficiently protects our policy owners, we will
see to it that appropriate action is taken to do so. If it becomes necessary for
any separate account to replace shares of any Mutual Fund in which it invests,
that Fund may have to liquidate securities in its portfolio on a disadvantageous
basis.
YEAR 2000 CONSIDERATIONS
Internal Systems. AGL's ultimate parent, American General Corporation ("AGC"),
has numerous technology systems that are managed on a decentralized basis.
AGC's Year 2000 readiness efforts are being undertaken by its key business units
with centralized oversight. Each business unit, including AGL, has developed
and is implementing a plan to minimize the risk of a significant negative impact
on its operations.
While the specifics of the plans vary, the plans include the following
activities: (1) perform an inventory of our information technology and non-
information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century as they do currently; and (5) return
the systems to operations. As of December 31, 1998, substantially all of our
critical systems are Year 2000 ready and have been returned to operations.
However, activities (3) through (5) for certain systems are ongoing, with vendor
upgrades expected to be received during the first half of 1999.
Third Party Relationships. We have relationships with various third parties
who must also be Year 2000 ready. These third parties provide (or receive)
resources and services to (or from) AGL and include organizations with which we
exchange information. Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors; customers;
distribution channels; and joint venture partners. Third parties differ from
internal systems in that we exercise less, or no, control over Year 2000
readiness. We
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<PAGE>
developed a plan to assess and attempt to reduce the risks associated with the
potential failure of third parties to achieve Year 2000 readiness. The plan
includes the following activities: (1) identify and classify third party
dependencies; (2) research, analyze, and document Year 2000 readiness for
critical third parties; and (3) test critical hardware and software products and
electronic interfaces. As of December 31, 1998, AGC has identified and assessed
approximately 700 critical third party dependencies, including those relating to
AGL. A more detailed evaluation will be completed during first quarter 1999 as
part of our contingency planning efforts. Due to the various stages of third
parties' Year 2000 readiness, our testing activities will extend through 1999.
Contingency Plans. AGL and its affiliates have commenced contingency planning
to reduce the risk of Year 2000-related business failures. The contingency
plans, which address both internal systems and third party relationships,
include the following activities: (1) evaluate the consequences of failure of
business processes with significant exposure to Year 2000 risk; (2) determine
the probability of a Year 2000-related failure for those processes that have a
high consequence of failure; (3) develop an action plan to complete contingency
plans for those processes that rank high in consequence and probability of
failure; and (4) complete the applicable action plans. We are currently
developing contingency plans and expect to substantially complete all
contingency planning activities during the second quarter of 1999.
Risks and Uncertainties. Based on our plans to make internal systems ready
for Year 2000, to deal with third party relationships, and to develop
contingency actions, we believe that we will experience at most isolated and
minor disruptions of business processes following the turn of the century. Such
disruptions are not expected to have a material effect on AGL's future results
of operations, liquidity, or financial condition. However, due to the size and
complexity of this project, risks and uncertainties exist, and we cannot predict
a most reasonably likely worst case scenario. If conversion of our internal
systems is not completed on a timely basis (due to non-performance by
significant third-party vendors, lack of qualified personnel to perform the Year
2000 work, or other unforeseen circumstances in completing our plans), or if
critical third parties fail to achieve Year 2000 readiness on a timely basis,
the Year 2000 issues could have a material adverse impact on our operations
following the turn of the century.
Costs. Through December 31, 1998, AGL has incurred, and anticipates that it
will continue to incur, costs for internal staff, third-party vendors, and other
expenses to achieve Year 2000 readiness. The cost of activities related to Year
2000 readiness has not had a material adverse effect on our results of
operations or financial condition. In addition, we have elected to accelerate
the planned replacement of certain systems as part of the Year 2000 plans.
Costs of the replacement systems are not passed to Divisions of the Separate
Account.
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FINANCIAL STATEMENTS
[ The financial statements of AGL contained in this prospectus should be
considered to bear only upon the ability of AGL to meet its obligations under
the Corporate America - Variable Policy. They should not be considered as
bearing upon the investment experience of Separate Account VL-R. The financial
statements of Separate Account VL-R are not included in this prospectus because
none of the 17 Divisions were available under the Corporate America - Variable
policies as of ________, 1999. ]
PAGE TO
CONSOLIDATED FINANCIAL STATEMENTS OF SEE IN THIS
AMERICAN GENERAL LIFE INSURANCE COMPANY PROSPECTUS
- --------------------------------------- -----------
Unaudited consolidated Balance Sheets as of ____________, 1999...... Q-1
Unaudited consolidated Income Statements as of ____________, 1999... Q-2
Report of Ernst & Young, LLP Independent Auditors................... F-1
Consolidated Balance Sheets as of December 31, 1998 and 1997........ F-2
Consolidated Income Statements for the years ended
December 31, 1998, 1997 and 1996............................... F-3
Consolidated Statements of Comprehensive Income
for the years ended December 31, 1998, 1997, and 1996........... F-4
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996........................ F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996......................... F-6
Notes to Consolidated Financial Statements.......................... F-7
[FINANCIAL STATEMENTS TO BE FILED BY PRE-EFFECTIVE AMENDMENT.]
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INDEX OF WORDS AND PHRASES
This index should help you to locate more information about some of the
terms and phrases used in this prospectus.
PAGE TO
SEE IN THIS
DEFINED TERM PROSPECTUS
- ------------ ----------
accumulation value
AGLC
AGL
amount at risk
automatic rebalancing
basis
beneficiary
cash surrender value
close of business
Code
Corporate America - Variable
cost of insurance rates
daily charge
date of issue
death benefit
dollar cost averaging
full surrender
Fund
investment option
lapse
loan, loan interest
maturity, maturity date
modified endowment contract
monthly deduction day
monthly insurance charge
Mutual Fund
option 1, 2
partial surrender
payment option
planned periodic premium
Policy
Policy loan
Policy month, year
preferred loan interest
premium payments
premiums
prospectus
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PAGE TO
SEE IN THIS
DEFINED TERM PROSPECTUS
- ------------ ----------
reinstate, reinstatement
SEC
separate account
Separate Account VL-R
seven-pay test
specified amount
surrender
telephone transactions
transfers
valuation date, period
We have filed a registration statement relating to Separate Account VL-R and
the Policy with the SEC. The registration statement, which is required by the
Securities Act of 1933, includes additional information that is not required in
this prospectus. If you would like the additional information, you may obtain it
from the SEC's Website at http://www.sec.gov or main office in Washington, D.C.
You will have to pay a fee for the material.
You should rely only on the information contained in this prospectus or sales
materials we have approved. We have not authorized anyone to provide you with
information that is different. The policies are not available in all states.
This prospectus is not an offer in any state to any person if the offer would be
unlawful.
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PART II
(OTHER INFORMATION)
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
American General Life Insurance Company's Bylaws provide in Article VII,
Section 1 for indemnification of directors, officers and employees of the
Company.
Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF
1940
American General Life Insurance Company hereby represents that the fees and
charges deducted under the Policy, in the aggregate, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and risks
assumed by American General Life Insurance Company.
II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
The facing sheet.
Cross-Reference Table.
Prospectus, consisting of __ pages of text.
The undertaking to file reports.
The Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.
Written Consents of the following persons:
(a) Pauletta P. Cohn, Associate General Counsel of
American General Life Companies
(b) American General Life Insurance Company's actuary
(c) Independent Auditors
Independent Auditors
The following exhibits:
1. Exhibits required by Article IX, paragraph A of Form N-8B-2:
(1)(a) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of Separate
Account VL-R. (3)
(1)(b) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of variable life
insurance standards of suitability and conduct. (1)
(2) Not applicable.
(3)(a) Amended and Restated Distribution Agreement between American
General Securities Incorporated and American General Life
Insurance Company effective October 15, 1998. (4)
(3)(b) Form of Selling Group Agreement. (6)
(3)(c) Schedule of Commissions (incorporated by reference from the text
included under the heading "Distribution of the Policies" in the
prospectus that is filed as part of this amended Registration
Statement).
(4) Not applicable.
(5) Specimen form of the "Corporate America" Variable Universal Life
Insurance Policy (Policy Form No. 99301). (Filed herewith)
(6)(a) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31, 1991. (2)
II-2
<PAGE>
(6)(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992. (3)
(6)(c) Amendment to the Amended and Restated Articles of Incorporation
of American General Life Insurance Company, effective July 13,
1995. (5)
(7) Not applicable.
(8)(a)(i) Form of Participation Agreement by and Among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., American General
Life Insurance Company, on Behalf of Itself and its Separate
Accounts, and American General Securities Incorporated. (6)
(8)(a)(ii) Amendment One to Participation Agreement by and among AIM
Variable Insurance Funds, Inc., A I M Distributors, Inc.,
American General Life Insurance Company, on Behalf of Itself and
its Separate Accounts, and American General Securities
Incorporated dated as of January 1, 1999. (8)
(8)(b)(i) Form of Participation Agreement by and between The Variable
Annuity Life Insurance Company and American General Life
Insurance Company. (6)
(8)(b)(ii) Amendment One to Participation Agreement by and between The
Variable Annuity Life Insurance Company and American General
Life Insurance Company dated as of July 21, 1998. (8)
(8)(c)(i) Form of Participation Agreement Between American General Life
Insurance Company and Dreyfus Variable Investment Fund, The
Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus Life
and Annuity Index Fund, Inc. (6)
(8)(c)(ii) Amendment One to Participation Agreement by and among American
General Life Insurance Company, Dreyfus Variable Investment
Fund, The Dreyfus Socially Responsible Growth Fund, Inc. and
Dreyfus Life and Annuity Index Fund, Inc. dated December 1,
1998. (8)
(8)(d)(i) Form of Participation Agreement Among MFS Variable Insurance
Trust, American General Life Insurance Company and Massachusetts
Financial Services Company. (6)
(8)(d)(ii) Amendment One to Participation Agreement by and among MFS
Variable Insurance Trust, American General Life Insurance
Company and Massachusetts Financial Services Company dated
December 1, 1998. (8)
(8)(e)(i) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated,
Morgan Stanley Universal Funds, Inc., Morgan Stanley Asset
Management Inc., and Miller Anderson & Sherrerd LLP. (9)
II-3
<PAGE>
(8)(e)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (6)
(8)(e)(iii) Amended Number 2 to Participation Agreement Among Morgan
Stanley Dean Witter Universal Funds, Inc., Van Kampen
Distributors, Inc., Morgan Stanley Dean Witter Investment
Management Inc., Miller Anderson & Sherrerd, LLP, American
General Life Insurance Company, and American General Securities
Incorporated. (6)
(8)(e)(iv) Amendment Three to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (5)
(8)(e)(v) Amendment Four to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (8)
(8)(f) Form of Participation Agreement Among Putnam Variable Trust,
Putnam Mutual Funds Corp., and American General Life Insurance
Company. (6)
(8)(g)(i) Form of Participation Agreement Among American General Life
Insurance Company, American General Securities Incorporated,
SAFECO Resources Series Trust, and Safeco Securities, Inc. (6)
(8)(g)(ii) Amendment One by and among American General Life Insurance
Company, American General Securities Incorporated and SAFECO
Resources Series Trust dated as of December 1, 1998. (8)
(8)(h)(i) Amended and Restated Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Van Kampen American Capital Life
Investment Trust, Van Kampen American Capital Asset Management,
Inc., and Van Kampen American Capital Distributors, Inc. (9)
(8)(h)(ii) Amendment One to Amended and Restated Participation Agreement by
and among American General Life Insurance Company, American
General Securities Incorporated, Van Kampen American Capital Life
Investment Trust, Van Kampen American Capital Asset Management,
Inc., and Van Kampen American Capital Distributors, Inc. (8)
(8)(h)(iii) Form of Amendment Number 2 to Amended and Restated Participation
Agreement among Van Kampen Life Investment Trust, Van Kampen
Distributors, Inc., Van Kampen Asset Management, Inc., American
General Life Insurance Company, and American General Securities
Incorporated. (6)
II-4
<PAGE>
8(h)(iv) Amendment Three to Amended and Restated Participation
Agreement by and among American General Life Insurance Company,
American General Securities Incorporated, Van Kampen Life
Investment Trust, Van Kampen Asset Management, Inc., and Van
Kampen Distributors, Inc. (9)
(8)(i) Form of Administrative Services Agreement between AGL and fund
distributor. (5)
(8)(j) Form of Administrative Services Agreement between American
General Life Insurance Company, Miller Anderson & Sherrard LLP
and Morgan Stanley Dean Witter Investment Management Inc. (8)
8(k) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company. (8)
8(l) Form of Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset Management
Inc. (8)
8(m) Form of services agreement dated July 31, 1975, (limited to
introduction and first two recitals, and sections 1-3) among
various affiliates of American General Corporation, including
American General Life Insurance Company and American General Life
Companies. (7)
8(n) Administrative Services Agreement dated as of June 1, 1998,
between American General Life Insurance Company and AIM Advisors,
Inc. (4)
8(o) Administrative Services Agreement dated as of August 11, 1998,
between American General Life Insurance Company and The Dreyfus
Corporation, as amended by that Amendment to Agreement dated as
effective as of December 1, 1998. (4)
(9) Not applicable.
(10)(a) Specimen form of application for life insurance issued by AGL.(1)
(10)(b) Master Application. (10)
(10)(c) Service Request Form for Home Office. (6)
(10)(d) Consent to insure. (10)
(10)(e) Contingent Guaranteed Issue and Simplified Issue Application.(10)
(10)(f) Fully Underwritten Application. (10)
(10)(g) Variable Supplement. (10)
(10)(h) 1035 Exchange Absolute Assignment. (10)
II-5
<PAGE>
Other Exhibits
2(a) Opinion and Consent of Pauletta P. Cohn, Associate General
Counsel. (10)
2(b) Opinion and Consent of AGL's actuary. (10)
3 Not applicable.
4 Not applicable.
5 Financial Data Schedule. (Not applicable)
6 Consent of Independent Auditors. (10)
7 Powers of Attorney. (Filed with Signature Pages)
27 Financial Data Schedule. (Inapplicable, because no financial
statements of the Separate Account are being filed herewith)
/1/ Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement (File No. 333-42567) of American General Life Insurance
Company Separate Account VL-R on December 18, 1997.
/2/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of AGL on
October 16, 1991.
/3/ Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of AGL on April 30, 1992.
/4/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-70667) of American General Life Insurance
Company Separate Account D on January 15, 1999.
/5/ Incorporated by reference to the filing of Pre-Effective Amendment No. 3 of
the Form S-6 Registration Statement (File No. 333-53909) of American General
Life Insurance Company Separate Account VL-R on August 19, 1998.
/6/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R on March 23, 1998.
/7/ Incorporated by reference to the filing of Pre-Effective Amendment No. 23
to the Form N-4 Registration Statement of American General Life Insurance
Company's Separate Account A (File No. 33-44745) on April 24, 1998.
II-6
<PAGE>
/8/ Incorporated by reference to the filing of the Pre-Effective Amendment No. 1
to Form N-4 Registration Statement (File No. 333-70667) of American General Life
Insurance Company Separate Account D on March 18, 1999.
/9/ Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's
Form N-4 Registration Statement (File No. 33-43390) filed on April 30, 1997.
/10/ To be filed by amendment.
II-7
<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below hereby appoints Thomas M. Zurek,
Robert F. Herbert, Jr. and Pauletta P. Cohn and each of them, any one of whom
may act without the joinder of the others, as his/her attorney-in-fact to sign
on his/her behalf and in the capacity stated below and to file all amendments to
this amended Registration Statement, which amendment or amendments may make such
changes and additions to this amended Registration Statement as such attorney-
in-fact may deem necessary or appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
American General Life Insurance Company Separate Account VL-R, has duly caused
this amended registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Houston, and State of Texas, on the 7th day of
June, 1999.
AMERICAN GENERAL LIFE INSURANCE
COMPANY SEPARATE ACCOUNT VL-R
(Registrant)
BY: AMERICAN GENERAL LIFE
INSURANCE COMPANY
(On behalf of the Registrant and itself)
BY: /s/ ROBERT F. HERBERT, JR.
--------------------------
Robert F. Herbert, Jr.
Senior Vice President
[SEAL]
ATTEST: /s/ PAULETTA P. COHN
----------------------------
Secretary
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ RONALD H. RIDLEHUBER Principal Executive Officer June 7, 1999
- ------------------------ and Director
(Ronald H. Ridlehuber)
/s/ ROBERT F. HERBERT, JR. Principal Financial and June 7, 1999
- -------------------------- Accounting Officer
(Robert F. Herbert, Jr.) and Director
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ DONALD W. BRITTON Director June 7, 1999
- ---------------------
(Donald W. Britton)
/s/ DAVID A. FRAVEL Director June 7, 1999
- -------------------------
(David A. Fravel)
/s/ ROYCE G. IMHOFF, II Director June 7, 1999
- -------------------------
(Royce G. Imhoff, II)
/s/ JOHN V. LAGRASSE Director June 7, 1999
- ------------------------
(John V. LaGrasse)
/s/ RODNEY O. MARTIN, JR. Director June 7, 1999
- -------------------------
(Rodney O. Martin, Jr.)
/s/ JON P. NEWTON Director June 7, 1999
- ----------------------------
(Jon P. Newton)
/s/ GARY D. REDDICK Director June 7, 1999
- -------------------------
(Gary D. Reddick)
/s/ THOMAS M. ZUREK Director June 7, 1999
- ------------------------
(Thomas M. Zurek)
<PAGE>
EXHIBIT INDEX
The following exhibits:
1. Exhibits required by Article IX, paragraph A of Form N-8B-2:
(1)(a) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of Separate
Account VL-R. (3)
(1)(b) Resolutions of Board of Directors of American General Life
Insurance Company authorizing the establishment of variable life
insurance standards of suitability and conduct. (1)
(2) Not applicable.
(3)(a) Amended and Restated Distribution Agreement between American
General Securities Incorporated and American General Life
Insurance Company effective October 15, 1998. (4)
(3)(b) Form of Selling Group Agreement. (6)
(3)(c) Schedule of Commissions (incorporated by reference from the text
included under the heading "Distribution of the Policies" in the
prospectus that is filed as part of this amended Registration
Statement).
(4) Not applicable.
(5) Specimen form of the "Corporate America" Variable Universal Life
Insurance Policy (Policy Form No. 99301). (Filed herewith)
(6)(a) Amended and Restated Articles of Incorporation of American
General Life Insurance Company, effective December 31, 1991. (2)
(6)(b) Bylaws of American General Life Insurance Company, adopted
January 22, 1992. (3)
(6)(c) Amendment to the Amended and Restated Articles of Incorporation
of American General Life Insurance Company, effective July 13,
1995. (5)
(7) Not applicable.
(8)(a)(i) Form of Participation Agreement by and Among AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., American General
Life Insurance Company, on Behalf of Itself and its Separate
Accounts, and American General Securities Incorporated. (6)
(8)(a)(ii) Amendment One to Participation Agreement by and among AIM
Variable Insurance Funds, Inc., A I M Distributors, Inc.,
American General Life Insurance Company, on Behalf of Itself and
its Separate Accounts, and American General Securities
Incorporated dated as of January 1, 1999. (8)
E-1
<PAGE>
(8)(b)(i) Form of Participation Agreement by and between The Variable
Annuity Life Insurance Company and American General Life
Insurance Company. (6)
(8)(b)(ii) Amendment One to Participation Agreement by and between The
Variable Annuity Life Insurance Company and American General Life
Insurance Company dated as of July 21, 1998. (8)
(8)(c)(i) Form of Participation Agreement Between American General
Life Insurance Company and Dreyfus Variable Investment Fund, The
Dreyfus Socially Responsible Growth Fund, Inc. and Dreyfus Life
and Annuity Index Fund, Inc. (6)
(8)(c)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, Dreyfus Variable
Investment Fund, The Dreyfus Socially Responsible Growth Fund,
Inc. and Dreyfus Life and Annuity Index Fund, Inc. dated December
1, 1998. (8)
(8)(d)(i) Form of Participation Agreement Among MFS Variable Insurance
Trust, American General Life Insurance Company and Massachusetts
Financial Services Company. (6)
(8)(d)(ii) Amendment One to Participation Agreement by and among MFS
Variable Insurance Trust, American General Life Insurance Company
and Massachusetts Financial Services Company dated December 1,
1998. (8)
(8)(e)(i) Participation Agreement by and among American General Life
Insurance Company, American General Securities Incorporated,
Morgan Stanley Universal Funds, Inc., Morgan Stanley Asset
Management Inc., and Miller Anderson & Sherrerd LLP. (9)
(8)(e)(ii) Amendment One to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (6)
(8)(e)(iii) Amended Number 2 to Participation Agreement Among Morgan
Stanley Dean Witter Universal Funds, Inc., Van Kampen
Distributors, Inc., Morgan Stanley Dean Witter Investment
Management Inc., Miller Anderson & Sherrerd, LLP, American
General Life Insurance Company, and American General Securities
Incorporated. (6)
(8)(e)(iv) Amendment Three to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (5)
E-2
<PAGE>
(8)(e)(v) Amendment Four to Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Morgan Stanley Universal Funds, Inc.,
Morgan Stanley Asset Management Inc., and Miller Anderson &
Sherrerd LLP. (8)
(8)(f) Form of Participation Agreement Among Putnam Variable Trust,
Putnam Mutual Funds Corp., and American General Life Insurance
Company. (6)
(8)(g)(i) Form of Participation Agreement Among American General Life
Insurance Company, American General Securities Incorporated,
SAFECO Resources Series Trust, and Safeco Securities, Inc. (6)
(8)(g)(ii) Amendment One by and among American General Life Insurance
Company, American General Securities Incorporated and SAFECO
Resources Series Trust dated as of December 1, 1998. (8)
(8)(h)(i) Amended and Restated Participation Agreement by and among
American General Life Insurance Company, American General
Securities Incorporated, Van Kampen American Capital Life
Investment Trust, Van Kampen American Capital Asset Management,
Inc., and Van Kampen American Capital Distributors, Inc. (9)
(8)(h)(ii) Amendment One to Amended and Restated Participation Agreement by
and among American General Life Insurance Company, American
General Securities Incorporated, Van Kampen American Capital Life
Investment Trust, Van Kampen American Capital Asset Management,
Inc., and Van Kampen American Capital Distributors, Inc. (8)
(8)(h)(iii) Form of Amendment Number 2 to Amended and Restated Participation
Agreement among Van Kampen Life Investment Trust, Van Kampen
Distributors, Inc., Van Kampen Asset Management, Inc., American
General Life Insurance Company, and American General Securities
Incorporated. (6)
8(h)(iv) Amendment Three to Amended and Restated Participation Agreement
by and among American General Life Insurance Company, American
General Securities Incorporated, Van Kampen Life Investment
Trust, Van Kampen Asset Management, Inc., and Van Kampen
Distributors, Inc. (9)
(8)(i) Form of Administrative Services Agreement between AGL and fund
distributor. (5)
(8)(j) Form of Administrative Services Agreement between American
General Life Insurance Company, Miller Anderson & Sherrard LLP
and Morgan Stanley Dean Witter Investment Management Inc. (8)
8(k) Form of Administrative Services Agreement between American
General Life Insurance Company and SAFECO Asset Management
Company. (8)
E-3
<PAGE>
8(l) Form of Administrative Services Agreement between American
General Life Insurance Company and Van Kampen Asset Management
Inc. (8)
8(m) Form of services agreement dated July 31, 1975, (limited to
introduction and first two recitals, and sections 1-3) among
various affiliates of American General Corporation, including
American General Life Insurance Company and American General Life
Companies. (7)
8(n) Administrative Services Agreement dated as of June 1, 1998,
between American General Life Insurance Company and AIM Advisors,
Inc. (4)
8(o) Administrative Services Agreement dated as of August 11, 1998,
between American General Life Insurance Company and The Dreyfus
Corporation, as amended by that Amendment to Agreement dated as
effective as of December 1, 1998. (4)
(9) Not applicable.
(10)(a) Specimen form of application for life insurance issued by AGL.(1)
(10)(b) Master Application. (10)
(10)(c) Service Request Form for Home Office. (6)
(10)(d) Consent to insure. (10)
(10)(e) Contingent Guaranteed Issue and Simplified Issue Application.(10)
(10)(f) Fully Underwritten Application. (10)
(10)(g) Variable Supplement. (10)
(10)(h) 1035 Exchange Absolute Assignment. (10)
Other Exhibits of American General Life Companies
2(a) Opinion and Consent of Pauletta P. Cohn, Associate General
Counsel. (10)
2(b) Opinion and Consent of AGL's actuary. (10)
3 Not applicable.
4 Not applicable.
5 Financial Data Schedule. (Not applicable)
6 Consent of Independent Auditors. (10)
7 Powers of Attorney. (Filed with Signature Pages)
E-4
<PAGE>
27 Financial Data Schedule. (Inapplicable, because no financial
statements of the Separate Account are being filed herewith)
/1/ Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement (File No. 333-42567) of American General Life Insurance
Company Separate Account VL-R on December 18, 1997.
/2/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 33-43390) of Separate Account D of AGL on
October 16, 1991.
/3/ Incorporated herein by reference to the filing of Post-Effective Amendment
No. 1 of the Form N-4 Registration Statement (File No. 33-43390) of Separate
Account D of AGL on April 30, 1992.
/4/ Incorporated herein by reference to the initial filing of the Form N-4
Registration Statement (File No. 333-70667) of American General Life Insurance
Company Separate Account D on January 15, 1999.
/5/ Incorporated by reference to the filing of Pre-Effective Amendment No. 3 of
the Form S-6 Registration Statement (File No. 333-53909) of American General
Life Insurance Company Separate Account VL-R on August 19, 1998.
/6/ Incorporated by reference to the filing of Pre-Effective Amendment No. 1 of
the Form S-6 Registration Statement (File No. 333-42567) of American General
Life Insurance Company Separate Account VL-R on March 23, 1998.
/7/ Incorporated by reference to the filing of Pre-Effective Amendment No. 23
to the Form N-4 Registration Statement of American General Life Insurance
Company's Separate Account A (File No. 33-44745) on April 24, 1998.
/8/ Incorporated by reference to the filing of the Pre-Effective Amendment No. 1
to Form N-4 Registration Statement (File No. 333-70667) of American General Life
Insurance Company Separate Account D on March 18, 1999.
/9/ Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's
Form N-4 Registration Statement (File No. 33-43390) filed on April 30, 1997.
/10/ To be filed by amendment.
E-5
<PAGE>
EXHIBIT 5
AMERICAN GENERAL LIFE
INSURANCE COMPANY
Home Office:
Houston, Texas
2727-A Allen Parkway JOHN DOE
P.O. Box 4647 POLICY NUMBER: 0000000000
Houston, Texas 77210-4647 A STOCK COMPANY
A Subsidiary of American General Corporation
(888) 222-4943
WE WILL PAY THE DEATH BENEFIT PROCEEDS to the Beneficiary if the Insured dies
prior to the Maturity Date and while this policy is in force. Payment will be
made after We receive due proof of the Insured's death, and will be subject to
the terms of this policy. The method for determining the amount payable is
stated in the Death Benefit Proceeds provision.
WE WILL PAY THE CASH SURRENDER VALUE of this policy to the Owner on the Maturity
Date if the Insured is living on that date.
THE AMOUNT OR DURATION OF THE DEATH BENEFIT PROCEEDS AND THE ACCUMULATION VALUES
PROVIDED BY THIS POLICY WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. ACCUMULATION
VALUES MAY INCREASE OR DECREASE.
The consideration for this policy is the application and payment of the first
premium. The first premium must be paid on or before delivery of this policy.
This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES are
flexible and will be based on the amount and frequency of premiums paid and the
investment results of the Separate Account. NONPARTICIPATING - NOT ELIGIBLE FOR
DIVIDENDS.
NOTICE OF TEN DAY RIGHT TO EXAMINE POLICY
YOU MAY RETURN THIS POLICY WITHIN 10 DAYS AFTER DELIVERY IF YOU ARE NOT
SATISFIED WITH IT FOR ANY REASON. THE POLICY MAY BE RETURNED TO US OR TO THE
REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED. UPON SURRENDER OF THIS
POLICY WITHIN THE 10 DAY PERIOD, IT WILL BE DEEMED VOID FROM THE DATE OF ISSUE,
AND WE WILL REFUND THE GREATER OF: (1) ANY PREMIUMS RECEIVED BY US; OR (2) YOUR
ACCUMULATION VALUE PLUS ANY CHARGES THAT HAVE BEEN DEDUCTED.
SIGNED AT THE HOME OFFICE ON THE DATE OF ISSUE.
President Secretary
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
READ YOUR POLICY CAREFULLY
99301
<PAGE>
INDEX
Annual Report 22
Automatic Rebalancing 16
Beneficiary and Proceeds 18
Cash Surrender Value 12
Changing Your Insurance Policy 7
Change of Ownership or Beneficiary 19
Changing the Death Benefit Option 7
Changing the Specified Amount 7
Contract 5
Cost of Insurance Rate Table 22
Date of Issue 3,5
Death Benefit and Death Benefit Options 6
Death Benefit Corridor Rates 24-26
Dollar Cost Averaging 16
General Account 10
General Provisions 21
Grace Period 14
Incontestability 21
Investment Advisor or Investment Objective, Change of 9
Investments of the Separate Account 8
Maturity Date 3
Monthly Administration Fee 12
Owner 5
Payment Options 19
Policy Loans 17
Policy Values 10
Premium Class 2
Premium Expense Charge 6
Premium Payments 5
Reinstatement 23
Separate Account 8
Surrender, Full and Partial 14
Suspension and Deferral of Payments Provision 16
Transfer Provisions 15
Valuation of Assets 9
Valuation of Dates 9
Valuation Units 9
When This Policy Terminates 23
COMPANY REFERENCE. We, Our, Us, or Company means American General Life
Insurance Company.
YOU, YOUR. The words You or Your mean the Owner of this policy.
HOME OFFICE. Our office at 2727-A Allen Parkway, Houston, Texas 77019; Mailing
Address P. O. Box 4647, Houston, Texas 77210-4647.
WRITTEN, IN WRITING. A written request or notice in acceptable form and
content, which is signed and dated, and received at Our Home Office.
PREMIUM CLASS. The Premium Class of this policy is shown on the Policy Schedule
as one or a combination of the following terms:
GUARANTEED ISSUE. The term "Guaranteed Issue" means the cost of insurance is
based on the Insured qualifying for simplified underwriting.
PREFERRED. The term "Preferred" means the cost of insurance is based on the
Insured being a non-user of tobacco.
STANDARD. The term "Standard" means the cost of insurance is based on the
Insured being a tobacco user.
SPECIAL. The term "Special"means an extra premium is being charged due to the
Insured's health, occupation or avocation.
NOTICE
This Policy Is A Legal Contract Between
The Policy Owner And the Company.
99301 Page 2
<PAGE>
POLICY SCHEDULE
BASIC POLICY MONTHLY COST YEARS PAYABLE
VARIABLE LIFE SEE PAGE 27 65
ADDITIONAL BENEFITS PROVIDED BY RIDERS
NONE
PREMIUM CLASS: PREFERRED
INITIAL PREMIUM: $1,000.00
PLANNED PERIODIC PREMIUM: 1,000.00 PAYABLE ANNUALLY
MONTHLY DEDUCTION DAY: 1ST DAY OF EACH MONTH
TARGET PREMIUM $1,000.00
MINIMUM PARTIAL SURRENDER $ 500.00
MINIMUM VALUE THAT MAY BE RETAINED IN A
DIVISION AFTER A PARTIAL SURRENDER OR
TRANSFER $ 500.00
MINIMUM DEATH BENEFIT AMOUNT (AFTER A
DECREASE IN SPECIFIED AMOUNT)
PRIOR TO POLICY ANNIVERSARY NEAREST AGE 65: $ 50,000
THEREAFTER $ 25,000
DEATH BENEFIT COMPLIANCE TEST CASH VALUE
COVERAGE MAY EXPIRE PRIOR TO THE MATURITY DATE SHOWN WHERE EITHER NO PREMIUMS
ARE PAID FOLLOWING PAYMENT OF THE INITIAL PREMIUM, OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.
INSURED: JOHN DOE POLICY NUMBER: 123456789
INSURANCE AGE: 35 DATE OF ISSUE: JULY 1, 1999
INITIAL SPECIFIED AMOUNT: $50,000 MATURITY DATE: JULY 1, 2064
DEATH BENEFIT OPTION: 1 THIS IS A (SEX DISTINCT) POLICY
THIS IS A (STATE NAME) POLICY
99301 Page 3
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POLICY SCHEDULE CONTINUED - POLICY NUMBER 123456789
CHARGES DEDUCTED FROM THE SEPARATE ACCOUNT
MORTALITY AND EXPENSE CHARGES:
DEDUCTIONS FROM THE SEPARATE ACCOUNT WILL BE MADE AT AN ANNUAL RATE NOT TO
EXCEED THE RATES STATED BELOW. THE ACTUAL DEDUCTION WILL BE MADE ON A DAILY
BASIS. THE CURRENT RATE ON A DAILY BASIS DURING THE FIRST 10 YEARS IS
0.001781%.
POLICY YEARS CURRENT ANNUAL GUARANTEED ANNUAL
RATE RATE
1-10 [0.65%] 0.65%
11-20 [0.40%] 0.40%
THEREAFTER [0.15%] 0.15%
EXPENSE CHARGES:
PREMIUM EXPENSE CHARGE:
(ADJUSTABLE PREMIUM EXPENSE CHARGE PERCENTAGE)
<TABLE>
<CAPTION>
CURRENT PERCENTAGES GUARANTEED MAXIMUM PERCENTAGES
FOR AMOUNTS EQUAL FOR AMOUNTS FOR AMOUNTS EQUAL FOR AMOUNTS
TO OR LESS THAN THE GREATER THAN THE TO OR LESS THAN THE GREATER THAN THE
TARGET PREMIUM TARGET PREMIUM TARGET PREMIUM TARGET PREMIUM
<S> <C> <C> <C> <C>
YEARS 1 - 7 [9%] [5%] 9% 5%
THEREAFTER [5%] [5%] 5% 5%
</TABLE>
MONTHLY ADMINISTRATION FEE: CURRENT GUARANTEED
[$7.00] $10.00
BASIC POLICY CHARGES AND FEES
COST OF INSURANCE CHARGES. GUARANTEED MAXIMUM COST OF INSURANCE RATES PER
$1,000 OF NET AMOUNT AT RISK ARE SHOWN ON PAGE 27.
99301 Page 4
<PAGE>
CONTRACT. Your policy is a legal contract that You have entered into with Us.
You have paid the first premium and have submitted an application, a copy of
which is attached. In return, We promise to provide the insurance coverage
described in this policy.
The entire contract consists of:
1. The basic policy;
2. The riders that add benefits to the basic policy, if any;
3. Endorsements, if any; and
4. The attached copy of Your application, and any amendments or supplemental
applications.
DATE OF ISSUE. The Date of Issue of this policy is the date from which the
first policy charges are due. The Date of Issue is also the date from which all
policy years, anniversaries, and monthly deduction dates are determined.
OWNER. The Owner is as stated in the application unless later changed. During
the Insured's lifetime, the Owner may exercise every right the policy confers or
We allow (subject to the rights of any assignee of record, and to any
endorsement on this policy limiting such rights). You may have multiple Owners
of the policy. In that case, the authorizations of all Owners are required for
all policy changes except for transfers, premium allocations and deduction
allocations. We will accept the authorization of one Owner for transfers and
changes in premium and deduction allocations. The Owner and the Insured may be
the same person but do not have to be. If an Owner dies while the policy is in
force and the Insured is living, ownership rights pass on to a successor owner,
if any, or to the estate of the Owner.
PREMIUM PAYMENTS
All premiums after the first are payable in advance. Premium payments are
flexible. This means You may choose the amount and frequency of payments.
The actual amount and frequency of premium payments will affect the Accumulation
Value and the amount and duration of insurance. Please refer to the Policy
Values Provision for a detailed explanation.
PLANNED PERIODIC PREMIUMS. The amount and frequency of the Planned Periodic
Premiums You selected are shown on the Policy Schedule. You may request a change
in the amount and frequency. We may limit the amount of any increase. (See
"Maximum Premium").
UNSCHEDULED ADDITIONAL PREMIUMS. You may pay additional premiums at any time
before the Maturity Date shown on the Policy Schedule. We may limit the number
and amount of additional premiums. (See "Maximum Premium").
MAXIMUM PREMIUM. We reserve the right to refund any premium that would cause
this policy to fail to qualify as life insurance under the Death Benefit
Compliance Test selected, and under applicable tax laws. The test selected is
shown on the Policy Schedule.
99301 Page 5
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PREMIUM EXPENSE CHARGE. The Premium Expense Charge is calculated by multiplying
the premium paid by the Premium Expense Charge Percentage. Premium Expense
Charge Percentages differ according to policy year and whether or not the
premium paid is in excess of the Target Premium. The Target Premium is shown on
the Policy Schedule. The Premium Expense Charge Percentage is adjustable, but
will never be more than the guaranteed Premium Expense Charge Percentage shown
on the Policy Schedule.
NET PREMIUM. The term Net Premium as used in this policy means "The premium
paid less the Premium Expense Charge" except as follows: No Premium Expense
Charge will be deducted if the source of the premium is one of the following:
(1) Cash Surrender Values applied from another policy issued by the Company
(internal rollover); or (2) The amount of any term conversion credit.
ALLOCATION OF PREMIUMS. The initial allocation of Net Premiums is shown in the
application for this policy and will remain in effect until changed by Written
notice from the Owner. The percentage allocation for future Net Premiums may be
changed at any time by Written Notice.
The initial Net Premium will be allocated to the Money Market Division on the
later of the following dates:
1. The Date of Issue; or
2. The date all requirements needed to place the policy in force have been
satisfied, including underwriting approval and receipt in the Home Office of
the necessary premium.
The initial Net Premium will remain in the Money Market Division until the first
Valuation Date following the 15th day after it was applied. Any additional Net
Premiums received prior to the first Valuation Date which follows the 15th day
after the initial Net Premium was applied will be allocated to the Money Market
Division until such Valuation Date. At that time, We will transfer the
Accumulation Value to the selected Investment Option(s). Each premium received
after such Valuation Date will be reduced by the Premium Expense Charge and
applied directly to the elected Investment Option(s) as of the Business Day
received.
Changes in the allocation will be effective on the date we receive the Owner's
notice. The allocation may be 100% to any available Division or may be divided
among these options in whole percentage points totaling 100%. We reserve the
right to limit the number of Divisions which You may select.
WHERE TO PAY. You may make Your payments to Us at Our Home Office or to an
authorized agent. A receipt signed by an officer of the Company will be
furnished upon request.
DEATH BENEFIT AND DEATH BENEFIT OPTIONS
DEATH BENEFIT PROCEEDS. If the Insured dies prior to the Maturity Date and
while this policy is in force, We will pay the Death Benefit Proceeds to the
Beneficiary. The Death Benefit Proceeds will be subject to:
1. The Death Benefit Option in effect on the date of death; and
2. Any increases or decreases made to the Specified Amount. The Initial
Specified Amount is shown on the Policy Schedule.
Guidelines for changing the Death Benefit Option or the Specified Amount will be
found in the section entitled "Changing Your Insurance Policy".
99301 Page 6
<PAGE>
Any premium received after the date of death will be refunded and will not be
included in the Accumulated Value for purposes of calculating the Death Benefit
Amount.
The Death Benefit Proceeds will be the Death Benefit Amount, after reversing any
premium received after the date of death, less any outstanding policy loan and
will be subject to the other provisions of the Beneficiary and Proceeds section.
DEATH BENEFIT COMPLIANCE TEST. Death benefit compliance tests are used to
determine if a policy will qualify as life insurance under applicable tax laws.
There are two compliance tests which may be used: The Guideline Premium Test and
the Cash Value Accumulation Test. The test which You selected when this policy
was issued is shown on the Policy Schedule. The death benefit compliance test
may not be changed after the Date of Issue.
DEATH BENEFIT OPTION. The Death Benefit Option which You have chosen is shown
on the Policy Schedule as either Option 1 or Option 2.
OPTION 1. If You have chosen Option 1, the Death Benefit Amount will be the
greater of:
1. The Specified Amount on the date of death; or
2. The Accumulation Value as of the Business Day notification of death is
received In Writing, multiplied by the Death Benefit Corridor Rate (as shown
in the table for the Death Benefit Compliance Test which You selected) for
the Insured's age nearest birthday on the date We receive notification.
OPTION 2. If You have chosen Option 2, the Death Benefit Amount will be the
greater of:
1. The Specified Amount as of the date of death plus the Accumulation Value as
of the Business Day notification of death is received In Writing; or
2. The Accumulation Value as of the Business Day notification of death is
received In Writing, multiplied by the Death Benefit Corridor Rate (as shown
in the table for the Death Benefit Compliance Test which You selected) for
the Insured's age nearest birthday on the date We receive notification.
CHANGING YOUR INSURANCE POLICY
You may request a change in the Specified Amount or Death Benefit Option at any
time except that a decrease in the Specified Amount may not become effective
prior to the end of the first policy year. Your request must be submitted to Our
Home Office In Writing in a form acceptable to Us.
INCREASING THE SPECIFIED AMOUNT. We will require a supplemental application and
evidence of insurability satisfactory to Us for any increase in the Specified
Amount. An increase will be effective on the monthly deduction day on or next
following the date the application for increase is approved by Us. The
effective date will appear in an endorsement to this policy.
DECREASING THE SPECIFIED AMOUNT. Any decrease will go into effect on the
monthly deduction day following the day We receive the request. The Death
Benefit Amount remaining in effect after any decrease cannot be less than the
greater of:
1. The Minimum Death Benefit Amount shown on the Policy Schedule; or
2. Any Death Benefit Amount required to qualify this policy as life insurance
under applicable tax laws.
99301 Page 7
<PAGE>
Any such decrease will be applied in the following order:
1. Against the Specified Amount provided by the most recent increase;
2. Against the next most recent increases successively;
3. Against the Specified Amount provided under the original application.
CHANGING THE DEATH BENEFIT OPTION. You may request a change in the Death
Benefit Option You have chosen.
1. If You request a change from Option 1 to Option 2: The new Specified Amount
will be the Specified Amount, prior to change, less the Accumulation Value
as of the effective date of the change, but not less than zero.
2. If You request a change from Option 2 to Option 1: The new Specified Amount
will be the Death Benefit Amount as of the effective date of the change.
We will not require evidence of insurability for a change in the Death Benefit
Option. The change will go into effect on the Monthly Deduction Day following
the date We receive Your Written request for change.
CHANGING THE TERMS OF YOUR POLICY. Any change in Your policy must be approved
by one of Our senior officers. No agent has the authority to make any changes
or waive any of the terms of Your policy.
SEPARATE ACCOUNT PROVISIONS
SEPARATE ACCOUNT. Separate Account VL-R is a segregated investment account
established by the Company under Texas law to separate the assets funding the
variable benefits for the class of policies to which this policy belongs from
the other assets of the Company. That portion of the assets of the Separate
Account equal to the reserves and other policy liabilities with respect to the
Separate Account shall not be chargeable with liabilities arising out of any
other business We may conduct. Income, gains and losses, whether or not
realized from assets allocable to the Separate Account, are credited to or
charged against such Account without regard to Our other income, gains or
losses.
INVESTMENTS OF THE SEPARATE ACCOUNT. The Separate Account is segmented into
Divisions. Each Division invests in a single Investment Option. Net Premiums
will be applied to the Separate Account and allocated to one or more Divisions.
The assets of the Separate Account are invested in the Investment Option(s)
listed on the application for this policy. From time to time, We may add
additional Divisions. We may also discontinue offering one or more Divisions as
provided in the Rights Reserved by Us provision. Any change in investment
selection shall be pursuant to a duly executed change form filed with Our Home
Office. Transfers may be made to the additional Divisions subject to the rules
stated in the Transfer Provision section and any new rules or limitations which
may apply to such additional Divisions.
If shares of any of the Investment Options become unavailable for investment by
the Separate Account, or the Company's Board of Directors deems further
investment in these shares is inappropriate, the Company may limit further
investment in the shares or may substitute shares of another Investment Option
for shares already purchased under this policy as provided in the Rights
Reserved by Us provision.
99301 Page 8
<PAGE>
VALUATION OF ASSETS. The assets of the Separate Account are valued as of each
Valuation Date at their fair market value in accordance with Our established
procedures. The Separate Account Value as of any Valuation Date prior to the
Maturity Date is the sum of Your account values in each Division of the Separate
Account as of that date.
VALUATION UNITS. In order to determine policy values in the Divisions, We use
Valuation Units which are calculated separately for each Division. The
Valuation Unit value for each Division will vary to reflect the investment
experience of the applicable Investment Option. The Valuation Unit for a
Division will be determined on each Valuation Date for the Division by
multiplying the Valuation Unit value for the Division on the preceding Valuation
Date by the Net Investment Factor for that Division for the current Valuation
Date.
The Net Investment Factor for each Division is determined by dividing (1) by (2)
and subtracting (3), where:
1. is the net asset value per share of the applicable Investment Option as of
the current Valuation Date (plus any per share amount of any dividend or
capital gains distribution paid by the Investment Option since the last
Valuation Date); and
2. is the net asset value per share of the shares held in the Division as
determined at the end of the previous valuation period; and
3. is a factor representing the Mortality and Expense Charge.
The net asset value of an Investment Option's shares held in each division shall
be the value reported to Us by that Investment Option.
VALUATION DATES. Valuation of the various Divisions will occur on each Business
Day during each month. If the underlying Investment Option is unable to value
or determine the Division's investment in an Investment Option due to any of the
reasons stated in the Suspension and Deferral of Payments Provision, the
Valuation Date for the Division with respect to the unvalued portion shall be
the first Business Day that the assets can be valued or determined.
BUSINESS DAY. A business day is each day that the New York Stock Exchange is
open for business. For the purpose of collecting daily charges, a business day
immediately preceded by one or more non-business calendar days will include
those non-business days as a part of that business day. For example, a business
day which falls on a Monday will consist of a Monday and the immediately
preceding Saturday and Sunday.
MINIMUM BALANCE. The minimum value that may be retained in a Division after a
partial surrender or transfer is shown on the Policy Schedule. If a partial
surrender causes the balance in any Division to drop below such minimum amount,
the Company reserves the right to transfer the remaining balance to the Money
Market Division. If a transfer causes the balance in any Division to drop below
the minimum amount, the Company reserves the right to transfer the remaining
balance in proportion to the transfer request.
CHANGE OF INVESTMENT ADVISOR OR INVESTMENT OBJECTIVE. Unless otherwise required
by law or regulation, the investment advisor or any investment objective may not
be changed without Our consent. If required, approval of or change of any
investment objective will be filed with the Insurance Department of the state
where the policy is being delivered.
99301 Page 9
<PAGE>
RIGHTS RESERVED BY US. Upon notice to You, this policy may be modified by Us,
but only if such modification is necessary to:
1. Operate the Separate Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law;
2. Transfer any assets in any Division to another Division, or to one or more
other separate accounts;
3. Add, combine or remove Divisions in the Separate Account, or combine the
Separate Account with another separate account;
4. Make any new Division available to You on a basis to be determined by Us;
5. Substitute for the shares held by any Division the shares of another
Division or the shares of another investment company or any other investment
permitted by law;
6. Make any changes as required by the Internal Revenue Code, or by any other
applicable law, regulation or interpretation in order to continue treatment
of this policy as life insurance; or
7. Make any changes required to comply with the requirements of any underlying
Investment Option.
8. Make other changes in this policy that in Our judgement are necessary or
appropriate to ensure that this policy continues to qualify for tax
treatment as life insurance, or that do not reduce any Cash Surrender Value,
Death Benefit Amount, Accumulation Value or other accrued right or benefit.
When required by law, We will obtain Your approval of changes and We will gain
approval from any appropriate regulatory authority.
GENERAL ACCOUNT
The General Account is a fixed account within Our general assets which We have
established for:
1. Any amounts transferred from the Divisions as a result of a loan; or
2. Any amounts allocated by the Owner to such Account.
The guaranteed interest rate used in calculating Accumulation Values of amounts
allocated to the General Account is .3274% per month compounded monthly. This
is equivalent to 4.0% per year, compounded annually, and is not based on the
investment experience of any Division of the Separate Account. We can use
interest rates greater than the guaranteed rates to calculate Accumulation
Values of amounts allocated to the General Account.
POLICY VALUES PROVISION
ACCUMULATION VALUE. The Accumulation Value of Your policy is the total of all
values in the Divisions of the Separate Account and in the General Account. The
Accumulation Value reflects:
1. Net Premiums paid;
2. Monthly deductions;
99301 Page 10
<PAGE>
3. The investment experience of the Divisions selected less the Mortality and
Expense Charge;
4. Amounts allocated to the General Account, including interest earned on
amounts in the General Account;
5. Deductions due to partial surrenders and any charges for partial surrenders;
and
6. Deductions, if any, resulting from decreases in Specified Amount.
Net premiums are allocated, in accordance with your instructions, to the General
Account or allocated to the selected Divisions of the Separate Account and
converted to Valuation Units.
On each Monthly Deduction Day, a Monthly Deduction will be made by reducing the
unloaned portion of the General Account or redeeming Valuation Units from each
applicable Division in the same ratio as the Allocation of Policy Deductions in
effect on the Monthly Deduction Day. If the unloaned portion of the General
Account or the balance in any Division of the Separate Account is insufficient
to make a Monthly Deduction in this manner, We will cancel Valuation Units from
each applicable Division and reduce the unloaned portion of the General Account
in the same ratio the Monthly Deduction bears to the unloaned Accumulation Value
of your policy. You must state in Writing in advance how Monthly Deductions
should be made if other than this method is to be used.
The Accumulation Value in any Division is determined by multiplying the value of
a Valuation Unit by the number of Valuation Units held under the policy in that
Division.
The value of the Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the General Account as of the Business
Day that the loan request is received In Writing.
Valuation Units are surrendered to reflect a partial surrender as of the
Business Day that the request for partial surrender is received In Writing.
ON THE DATE OF ISSUE. The Accumulation Value on the Date of Issue will be
determined as follows:
1. The Net Premium received; less
2. The Monthly Deduction for the first policy month (See "How We Calculate a
Monthly Deduction").
The first deduction day is the Date of Issue. The Monthly Deduction Day is
shown on the Policy Schedule.
ON EACH MONTHLY DEDUCTION DAY. On each Monthly Deduction Day after the Date of
Issue, We will determine the Accumulation Value as follows:
1. We will take the Accumulation Value as of the last Monthly Deduction Day;
2. Add the interest earned for the month on the excess of the General Account
value on the last Monthly Deduction Day over any withdrawals and transfers
made from the General Account since the last Monthly Deduction Day;
99301 Page 11
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3. Add any investment gain (or subtract any investment loss) on the Divisions
of the Separate Account since the last Monthly Deduction Day as measured by
the change in the value of the Valuation Units;
4. Add all Net Premiums received since the last Monthly Deduction Day;
5. Subtract any partial surrender made and any charges for partial surrenders
since the last Monthly Deduction Day; and
6. Subtract the Monthly Deduction for the policy month following the Monthly
Deduction Day. (See "How We Calculate a Monthly Deduction").
ON ANY VALUATION DATE OTHER THAN A MONTHLY DEDUCTION DAY. The Accumulation
Value on any Valuation Date other than a Monthly Deduction Day will be the sum
of:
1. The value of the General Account as of the last Monthly Deduction Day;
2. Less any partial surrenders and any charges for partial surrenders since the
last Monthly Deduction Day;
3. Plus all Net Premiums received since the last Monthly Deduction Day; and
4. Plus the sum of the values of the Divisions of the Separate Account as of
the last Monthly Deduction Day, plus the amount of any investment gain (or
minus any investment loss) on the Divisions since the last Monthly Deduction
Day as measured by the change in the value of the Valuation Units.
CASH SURRENDER VALUE. The Cash Surrender Value of this policy will be equal to
the Accumulation Value less any indebtedness except as follows:
1. During the first policy year, the Cash Surrender Value will be equal to the
Accumulation Value, less any indebtedness, plus 40% of the Premium Expense
Charge deducted during the first policy year;
2. During the second policy year, the Cash Surrender Value will be equal to the
Accumulation Value, less any indebtedness, plus 20% of the Premium Expense
Charge deducted during the first policy year.
HOW WE CALCULATE A MONTHLY DEDUCTION. Each Monthly Deduction includes:
1. The cost of insurance provided by the basic policy;
2. The cost of insurance for benefits provided by riders, if any; and
3. The Monthly Administration Fee.
HOW WE CALCULATE THE COST OF INSURANCE FOR THE BASIC POLICY. We calculate the
cost of insurance at the beginning of each policy month as of the Monthly
Deduction Day. The cost of insurance is determined as follows:
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1. Reduce the Death Benefit Amount by the amount of Accumulation Value on the
Monthly Deduction Day before the cost of insurance deduction is taken, and
after the Monthly Administration Fee and cost of insurance for riders, if
any, are deducted;
2. Multiply the difference by the cost of insurance rate per $1,000 of the Net
Amount at Risk as provided in the Cost of Insurance Rate provision; and
3. Divide the result by 1,000.
If Option 1 is in effect, and there have been increases in the Specified Amount,
the Accumulation Value will first be considered part of the Initial Specified
Amount. If the Accumulation Value exceeds the Initial Specified Amount, the
excess will be considered part of any Specified Amount increases in the order in
which the increases were made.
COST OF INSURANCE FOR BENEFITS PROVIDED BY RIDERS. The cost of insurance for
benefits provided by riders, if any, will be as stated on the Policy Schedule or
in an endorsement to this policy.
MONTHLY ADMINISTRATION FEE. An administration fee will be deducted monthly. The
amount of the monthly fee may be adjusted, but will never be greater than the
guaranteed Monthly Administration Fee.
COST OF INSURANCE RATE. The cost of insurance rate for the Initial Specified
Amount, and for each Specified Amount increase, is based on the Insured's:
1. Sex (if issued on a Sex Distinct basis);
2. Age nearest birthday on each policy anniversary; and
3. Premium class shown on the Policy Schedule, associated with the Initial
Specified Amount and each increase in the Specified Amount.
A table of guaranteed monthly cost of insurance rates is included in this
policy. We can use cost of insurance rates that are lower than the guaranteed
rates. Any change in rates will apply to all policies in the same rate class as
this policy. The rate class of this policy is determined on its Date of Issue
according to:
1. The calendar year of issue and policy year;
2. The plan of insurance;
3. The amount of insurance; and
4. The age, sex and premium class of the Insured if issued on a Sex Distinct
basis or the age and premium class if issued on a Gender Neutral basis.
CHANGES IN RATES, CHARGES AND FEES. This policy does not participate in Our
profits or surplus. Any redetermination of the cost of insurance rates, interest
rates, mortality and expense charges, Monthly Administration Fee or percentage
of premium charges will be based on Our expectations as to investment earnings,
mortality, persistency and expenses. We will not change these charges in order
to recoup any prior losses.
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GRACE PERIOD. If the Cash Surrender Value on a Monthly Deduction Day is not
enough to meet the Monthly Deduction for the current month, this policy will
remain in force during the 61-day period that follows. If the Cash Surrender
Value on a policy anniversary is not enough to pay any loan interest due, this
policy will remain in force during the 61-day period that follows. Such 61-day
period is referred to in this policy as the "Grace Period." There is no Grace
Period for the initial Monthly Deduction.
If the amount We require to keep Your policy in force is not paid by the end of
the Grace Period, this policy will terminate without value. However, We will
give You at least 31 days notice prior to termination that Your policy is in the
Grace Period and advise You of the amount required to keep Your policy in force.
Such 31 days prior notice will be sent to You at Your last known address, and to
the assignee of record, if any. If death occurs during the Grace Period,
Monthly Deductions through the policy month in which death occurred will be
deducted from the proceeds.
If a surrender request is received within 31 days after the Grace Period
commences, the Cash Surrender Value payable will not be less than the Cash
Surrender Value on the Monthly Deduction Day the Grace Period commenced. The
Monthly Deduction for the policy month following such Monthly Deduction Day will
not be subtracted in the calculation of such Cash Surrender Value.
FULL SURRENDER. Subject to the Beneficiary and Proceeds section, You may return
Your policy to Us and request its Cash Surrender Value at any time during the
Insured's lifetime before the Maturity Date. The Cash Surrender Value will be
determined as of the Business Day the policy and the signed request for
surrender are received In Writing. The Company may delay payment if the
Suspension and Deferral of Payments Provision is in effect.
PARTIAL SURRENDER. At any time after the first policy year, You may request a
portion of the Cash Surrender Value of the policy. Your request must be made In
Writing prior to the Maturity Date during the Insured's lifetime. The minimum
partial surrender is shown on the Policy Schedule.
Valuation Units are surrendered to reflect a partial surrender as of the
Business Day the request for partial surrender is received In Writing.
A partial surrender will result in a reduction of the Accumulation Value and the
Death Benefit Amount. The Accumulation Value will be reduced by the amount of
partial surrender benefit. The reduced Death Benefit Amount will be determined
in accordance with the Death Benefit Option provision. If Your Death Benefit
Option is Option 1, the Specified Amount will be reduced by the amount of the
partial surrender. (The reduced amount will not be less than zero.) The Death
Benefit Amount remaining after this reduction must be no less than the Minimum
Death Benefit Amount after a Decrease in Specified Amount shown on the Policy
Schedule.
You may apply for a partial surrender without reducing Your policy's Death
Benefit Amount subject to evidence of insurability satisfactory to Us.
A partial surrender will result in the cancellation of Valuation Units from each
applicable Division and a reduction of the unloaned portion of the General
Account in the same ratio as the Allocation of Policy Deductions in effect on
the date of partial surrender. If the number of Valuation Units in any Division
or in the unloaned portion of the General Account is insufficient to make a
partial surrender in this manner, We will cancel Valuation Units from each
applicable Division and reduce the unloaned portion of the General Account in
the ratio the partial surrender request bears to the Cash Surrender Value of
Your policy. You must state In Writing in advance how partial surrenders should
be made if other than this method is to be used.
There may be a charge for each partial surrender not to exceed $25.00.
99301 Page 14
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The Company may delay payment if the Suspension and Deferral of Payments
Provision is in effect.
PERIOD OF INSURANCE COVERAGE IF AMOUNT OR FREQUENCY OF PREMIUM PAYMENTS IS
REDUCED OR IF PREMIUM PAYMENTS ARE DISCONTINUED. If You reduce the amount or
frequency of premium payments, or if You discontinue payment of premiums, We
will continue making Monthly Deductions (as long as there is sufficient Cash
Surrender Value to make such deductions) until the Maturity Date. This policy
will remain in force until the earlier of the following dates:
1. The Maturity Date (if there is sufficient Cash Surrender Value to make
Monthly Deductions to that date);
2. Surrender of the policy;
3. The end of the Grace Period; or
4. Death of the Insured.
TRANSFER PROVISION
TRANSFER OF ACCUMULATION VALUE. Transfers will be made as of the Business Day
the transfer request is received in good order, subject to the restrictions that
follow. If You elect to use the transfer privilege, We will not be liable for a
transfer made in accordance with Your instructions. We reserve the right to
terminate, suspend or modify the transfer privilege, and to charge a $25 fee for
each transfer in excess of 12 in a 12-month period.
TRANSFER OF ACCUMULATION VALUE (SEPARATE ACCOUNT). You may transfer all or part
of Your interest in a Division of the Separate Account subject to the following:
1. The minimum amount which may be transferred is $500.
2. If the entire amount in a Division of the Separate Account is not being
transferred, the minimum which must remain is $500.
Transfers between Separate Account Divisions result in the redemption of
Valuation Units in one Division and the purchase of Valuation Units in the
Division to which the transfer is made.
TRANSFER OF ACCUMULATION VALUE (GENERAL ACCOUNT). A transfer from the General
Account to a Division may be made during the 60 day period which begins on each
policy anniversary. The amount that may be transferred each year is limited to
the greatest of:
(a) 25% of the unloaned portion of the General Account as of the policy
anniversary;
(b) The sum of any amounts transferred and withdrawn from the General Account
in the prior Policy year; or
(c) $500.
TELEPHONE TRANSFER AND ALLOCATION PRIVILEGE. If We have on file a completed
telephone authorization form (Telephone Transaction), We will allow transfers
and the percentage allocation for future Net Premiums and Policy Deductions to
be changed at any time by telephone. We will honor instructions for Telephone
Transactions from any person who provides the correct information. There is a
risk of possible loss to You if unauthorized persons use this service in
99301 Page 15
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Your name. Under Telephone Transactions, We are not liable for any acts or
omissions based upon instructions that We reasonably believe to be genuine,
including losses arising from errors in the communication of telephone
instructions.
DOLLAR COST AVERAGING. Dollar Cost Averaging is an automatic transfer of funds
made periodically prior to the Maturity Date in accordance with the Transfers
provision, except as provided below, and instructions from the Owner. Dollar
Cost Averaging (DCA) is subject to the following guidelines:
1. DCA transfers may be made:
(a) On any day of the month except the 29th, 30th or 31st;
(b) On a monthly, quarterly, semi-annual or annual basis; and
(c) From the Money Market Division to one or more of the other Separate Account
Divisions.
2. DCA may be elected only if the Accumulation Value at the time of election is
$5,000 or more.
3. The minimum amount of each DCA transfer is $100, or the remaining amount in
the Money Market Division, if less.
4. DCA may not begin prior to the first Valuation Date following the 15th day
after the initial Net Premium is applied.
5. DCA will end when there is no longer any value in the Money Market Division,
or when You request that DCA end.
6. Amounts applied to the Money Market Division while DCA is active will be
available for future dollar cost averaging in accordance with the current
DCA request.
7. There is no charge for DCA.
8. DCA is not available if Automatic Rebalancing is active.
AUTOMATIC REBALANCING. Automatic Rebalancing occurs when funds are transferred
by the Company between the Separate Account Divisions so that the values in each
Division match the premium allocation percentages then in effect. You may
choose Automatic Rebalancing on a quarterly, semi-annual or annual basis if your
Accumulation Value is $5,000 or more. The date Automatic Rebalancing occurs will
be based on the Date of Issue of Your policy. For example, if Your policy is
dated January 17, and You have requested Automatic Rebalancing on a quarterly
basis, Automatic Rebalancing will start on April 17, and will occur quarterly
thereafter. After Automatic Rebalancing is elected, it will continue until We
are notified In Writing that it is to be discontinued. There is no charge for
Automatic Rebalancing. Automatic Rebalancing is not available if Dollar Cost
Averaging is active.
SUSPENSION AND DEFERRAL OF PAYMENTS PROVISION
We reserve the right to defer payment of any Death Benefit Amount, loan or other
distribution that comes from that portion of Your Accumulation Value that is
allocated to Separate Account VL-R, if:
99301 Page 16
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1. The New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is restricted;
2. An emergency exists, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to fairly
determine the Accumulation Value; or
3. The U.S. Securities and Exchange Commission (SEC) by order permits the delay
for the protection of Owners.
As to amounts allocated to the General Account, We may defer payment of any Cash
Surrender Value withdrawal or loan amount for up to six months after We receive
the request In Writing.
Written notice of both the imposition and termination of any such suspension
will be given to the Owners, assignees of record and any irrevocable
Beneficiaries.
Payments which were due to have been made and which were deferred following the
suspension of the calculation of the Cash Surrender Value will be made within
thirty (30) days following the lifting of the suspension, and will be calculated
based on the Valuation Date which immediately follows termination of the
suspension.
POLICY LOANS
You may borrow from Us at any time while this policy is in force, an amount
which is equal to or less than the policy's loan value. The policy loan value
will be the Cash Surrender Value, less interest on the amount to be borrowed
(including interest on any prior outstanding policy loan) to the next policy
anniversary.
The value of Valuation Units equal to the amount being borrowed from the
Separate Account will be transferred to the General Account as of the Business
Day that the loan request is received in good order.
OBTAINING A LOAN. You may obtain a policy loan by Written request and
assignment of the policy as sole security for the loan. The Company may delay a
loan if the Suspension and Deferral of Payments Provision is in effect.
EFFECT OF A LOAN. When a loan is made, an amount equal to the amount being
borrowed from the Separate Account will be transferred to the General Account. A
loan will result in cancellation of units from each applicable Division and
reduction of the unloaned portion of the General Account in the ratio that the
loan bears to the unloaned Accumulation Value of Your policy. You must state In
Writing in advance which Division units are to be canceled if a different method
is to be used.
Repayment of a loan will be allocated to the General Account. You may tell Us
how to allocate repayments in excess of any loaned amount. If You do not tell
Us, any amount in excess of the loaned amount will be transferred from the
General Account to the Divisions in the same ratio currently in effect for the
allocation of Net Premiums.
A loan, whether or not repaid, will have a permanent effect on the Cash
Surrender Values and on the death benefits. If not repaid, any indebtedness
will reduce the amount of Death Benefit Proceeds and the amount available upon
surrender of the policy.
LOAN INTEREST. Loan interest will accrue daily at an annual effective rate of
4.75% during the first 7 policy years, and 4.25% thereafter. Interest is
compounded monthly, and will be due at the end of
99301 Page 17
<PAGE>
each policy year. Unpaid loan interest will be deducted from the various
accounts according to the Allocation of Policy Deductions then in effect, and
added to the loaned portion of the General Account. If the number of Valuation
Units in any Division or unloaned portion of the General Account is insufficient
to deduct unpaid loan interest in this manner, We will cancel Valuation Units
from each applicable Division and reduce the unloaned portion of the General
Account in the same ratio the unpaid loan interest bears to the unloaned
Accumulation Value of your policy. We will credit interest monthly on the
loaned portion of the General Account at an annual effective rate of 4.0%.
You must state In Writing in advance how unpaid loan interest should be deducted
if other than this method is to be used.
HOW YOU MAY REPAY A POLICY LOAN. You may repay all or part of a policy loan at
any time, except that;
1. Repayment may be made only while this policy is in force and prior to the
death of the Insured;
2. A partial repayment must be at least $100; and
3. At the time You repay all or part of a policy loan, You must specify the
payment is to repay all or part of the policy loan.
At any time Your policy loan exceeds the Cash Surrender Value, this policy will
lapse. However, at least 31 days prior notice must be mailed by Us to Your last
known address and to the assignee of record, if any.
WE CAN DELAY PAYMENT. We can delay lending You money for up to 6 months, or the
period allowed by law, whichever is less. However, We cannot delay lending You
money if the amount is to be used to pay a premium to Us.
BENEFICIARY AND PROCEEDS
BENEFICIARY. The Beneficiary as named in the application, or later changed by
You, will receive the proceeds upon the death of the Insured.
Unless You have stated otherwise, proceeds will be paid as follows:
1. If any Beneficiary dies before the Insured, that Beneficiary's interest will
pass to any other Beneficiaries according to their respective interests.
2. If no Beneficiary survives the Insured, proceeds will be paid to You, as
Owner, if You are then living; otherwise proceeds will be paid to Your
estate.
COMMON DISASTER. If We cannot determine whether a Beneficiary or the Insured
died first in a common disaster, We will assume that the Beneficiary died first.
Proceeds will be paid on this basis unless an endorsement to this policy
provides otherwise.
PROCEEDS. Proceeds means the amount payable on:
1. The Maturity Date;
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2. Exercise of the full surrender benefit; or
3. The Insured's death.
The Proceeds on the Maturity Date will be the Cash Surrender Value. The
Proceeds on the Insured's death will be the Death Benefit Amount less any
outstanding policy loan.
All Proceeds are subject to the provisions of the Payment Options section and
the other provisions of this policy.
CHANGE OF OWNERSHIP OR BENEFICIARY
You may change the Owner or the Beneficiary at any time during the lifetime of
the Insured unless the previous designation provides otherwise. To do so, send
a Written request to Our Home Office. The change will go into effect when We
have recorded the change. However, after the change is recorded, it will be
deemed effective as of the date of Your Written request for change. The change
will be subject to any payment made or action taken by Us before the request is
recorded.
PAYMENT OPTIONS
Instead of being paid in one sum, all or part of the proceeds may be applied
under any of the Payment Options described below. In addition to these options
other methods of payment may be chosen with Our consent.
PAYMENT CONTRACT. When proceeds become payable under a Payment Option, a
Payment Contract will be issued to each payee. The Payment Contract will state
the rights and benefits of the payee. It will also name those who are to
receive any balance unpaid at the death of the payee.
ELECTION OF OPTIONS. The Owner may elect or change any Payment Option while the
Insured is living, subject to the provisions of this policy. This election or
change must be In Writing.
Within 60 days after notification of the Insured's death, a payee entitled to
proceeds in one sum may elect to receive proceeds under any option.
OPTION 1. PAYMENTS FOR A SPECIFIED PERIOD: Equal monthly payments will be made
for a specified period. The Option 1 Table in this policy shows the monthly
income for each $1,000 of proceeds applied.
OPTION 2. PAYMENTS OF A SPECIFIED AMOUNT: Equal monthly payments of a specified
amount will be made. Each payment must be at least $60 a year for each $1,000
of proceeds applied. Payments will continue until the amount applied, with
interest, has been paid in full.
OPTION 3. MONTHLY PAYMENTS FOR LIFE: Equal monthly payments will be made for a
specified period, and will continue after that period for as long as the payee
lives. The specified period may be 10, 15 or 20 years. The Option 3 Table in
this policy shows the monthly income for each $1,000 of proceeds applied. If
issued on a Sex Distinct basis, tables are based on the 1983a Male or Female
Tables adjusted by projection scale G for 9 years, with interest at the rate of
3% per year and a 2% load. If issued on a Gender Neutral basis, tables are
based on the 1983a Male or Female Tables, adjusted by projection scale G for 9
years, with unisex rates based on 60% female and 40% male, and interest at the
rate of 3% per year and a 2% load.
99301 Page 19
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At the time payments are to begin under this option, the payee may choose one of
the following:
1. Monthly payments based on the Option 3 Table; or
2. Monthly payments equal to a monthly annuity based on our single premium
immediate annuity rates then in use.
OPTION 4. PROCEEDS LEFT AT INTEREST: Proceeds may be left on deposit with Us
for any period up to 30 years. Interest earned on the proceeds may be:
1. Left on deposit to accumulate at the rate of 3% compounded annually; or
2. Paid in installments at the rate for each $1,000 of proceeds of $30
annually, $14.89 semiannually, $7.42 quarterly or $2.47 monthly.
Upon the death of the payee, or at the end of the specified period, any balance
left on deposit will be paid in a lump sum or under Payment Options 1, 2 or 3.
INTEREST RATES. The guaranteed rate of interest for proceeds held under Payment
Options 1, 2, 3 and 4 is 3% compounded annually. We may credit interest at a
higher rate. The amount of any increase will be determined by Us.
PAYMENTS. The first payment under Options 1, 2 and 3 will be made when the
claim for settlement has been approved. Payments after the first will be made
according to the manner of payment chosen. Interest under Option 4 will be
credited from the date of notification of death and paid or added to the
proceeds as provided in the Payment Contract.
AVAILABILITY OF OPTIONS. If the proposed payee is not a natural person, payment
options may be chosen only with Our consent.
If this policy is assigned, We will have the right to pay the assignee in one
sum the amount to which the assignee is entitled. Any balance will be applied
according to the option chosen.
The amount to be applied under any one option must be at least $2,000. The
payment elected under any one option must be at least $20. If the total policy
proceeds are less than $2,000, payment will be made in one lump sum.
EVIDENCE THAT PAYEE IS ALIVE. Before making any payment under a Payment Option,
We may ask for proof that the payee is alive. If proof is requested, no payment
will be made or considered due until We receive proof.
DEATH OF A PAYEE. If a payee dies, any unpaid balance will be paid as stated in
the Payment Contract. If there is no surviving payee named in the Payment
Contract, We will pay the estate of the payee:
1. Under Options 1 and 3, the value as of the date of notification of death of
the remaining payments for the specified period, discounted at the rate of
interest, compounded annually, that was used in determining the amount of
the monthly payment;
2. Under Options 2 and 4, the balance of any proceeds remaining unpaid with
accrued interest, if any.
99301 Page 20
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WITHDRAWAL OF PROCEEDS UNDER OPTIONS 1 OR 2. If provided in the Payment
Contract, a payee will have the right to withdraw the entire unpaid balance
under Options 1 or 2. Under Option 1, the amount will be the value of the
remaining payments for the specified period discounted at the rate of interest
used in determining monthly income. Under Option 2, the amount will be the
entire unpaid balance.
WITHDRAWAL OF PROCEEDS UNDER OPTION 4. A payee will have the right to withdraw
proceeds left under Option 4 subject to the following rules:
1. The amount to be withdrawn must be $500 or more; and
2. A partial withdrawal must leave a balance on deposit of $1,000 or more.
WITHDRAWALS MAY BE DEFERRED. We may defer payment of any withdrawal for up to 6
months from the date We receive a withdrawal request.
ASSIGNMENT. Payment Contracts may not be assigned.
CHANGE IN PAYMENT. The right to make any change in payment is available only if
it is provided in the Payment Contract.
CLAIMS OF CREDITORS. To the extent permitted by law, proceeds will not be
subject to any claims of a Beneficiary's creditors.
GENERAL PROVISIONS
ASSIGNING YOUR POLICY. During the lifetime of the Insured, You may assign this
policy as security for an obligation. We will not be bound by an assignment
unless it is received In Writing at the Home Office. Two copies of the
assignment must be submitted. We will retain one copy and return the other. We
will not be responsible for the validity of any assignment.
INCONTESTABILITY. We rely on the statements made in the application for the
policy and applications for any reinstatements or increases in Specified Amount.
These statements, in the absence of fraud, are considered representations and
not warranties. No statement may be used in defense of a claim under the policy
unless it is in such applications.
We cannot contest this policy after it has been in force during the Insured's
lifetime for 2 years from the Date of Issue. However, We can contest any
increase in Specified Amount before such increase has been in effect during the
Insured's lifetime for 2 years.
Additionally, if this policy is reinstated, We cannot contest the reinstated
policy after it has been in force during the Insured's lifetime for 2 years from
the date of reinstatement. However, We can contest a reinstatement or an
increase in Specified Amount based solely on the information provided in the
application for such reinstatement or increase.
These 2 year limitations do not apply to any Disability or Accidental Death
Benefit, or to the nonpayment of premium.
SUICIDE EXCLUSION. If the Insured takes his or her own life, while sane or
insane, within 2 years from the Date of Issue, We will limit the Death Benefit
Proceeds to the premiums paid less any policy loans and less any partial cash
surrenders paid.
99301 Page 21
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If there are any increases in the Specified Amount (See the section entitled
"Changing Your Insurance Policy") a new 2 year period shall apply to each
increase beginning on the date of each increase. The Death Benefit Proceeds
will be the costs of insurance associated with each increase.
When the laws of the state in which this policy is delivered require less than
this 2 year period, the period will be as stated in such laws.
AGE OR GENDER INCORRECTLY STATED (AGE INCORRECTLY STATED IF ISSUED ON A GENDER
NEUTRAL BASIS). If the (1) age or gender of the Insured (if this policy was
issued on a Sex Distinct basis) or (2) age of the Insured (if this policy was
issued on a Gender Neutral basis) has been misstated to Us, We will adjust the
excess of the Death Benefit Amount over the Accumulation Value on the date of
death to that which would have been purchased by the Monthly Deduction for the
policy month of death at the correct cost of insurance rate. By age, We mean
age nearest birthday as of the Date of Issue.
STATUTORY BASIS OF POLICY VALUES. The Accumulation Values of the policy are not
less than the minimum values required by the law of the state where this policy
is delivered. The calculation of the Accumulation Values includes a charge for
the cost of insurance, as shown in the Table of Guaranteed Monthly Cost of
Insurance Rates and for the General Account interest at the annual effective
rate of 4.0%.
Calculation of minimum Accumulation Values, nonforfeiture benefits and
Guaranteed Cost of Insurance Rates are based on the Composite 1980 Commissioners
Standard Ordinary Male\Female\Unisex Table A (100% male) Mortality Table for the
appropriate sex and age nearest birthday. A detailed statement of the method of
computing values has been filed with the state insurance department where
required.
NO DIVIDENDS. This policy will not pay dividends. It will not participate in
any of Our surplus or earnings.
ANNUAL REPORT. We will send You at least once a year, without charge, an annual
report which will show a summary of all transactions since the last report,
including:
1. Premiums paid;
2. Transfers;
3. Expense charges deducted;
4. The cost of insurance deducted;
5. Partial surrender benefits deducted including partial surrender fees;
6. The amount of any outstanding policy loan;
7. Separate Account Unit Values;
8. The current Cash Surrender Value and Accumulation Values; and
9. The Death Benefit Amount.
99301 Page 22
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WHEN THIS POLICY TERMINATES. This policy will terminate if:
1. You request that this policy be terminated;
2. The Insured dies;
3. The policy matures; or
4. The Grace Period ends and there is not sufficient Cash Surrender Value to
cover a Monthly Deduction.
REINSTATEMENT. "Reinstating" means placing Your policy in force after it has
terminated at the end of the Grace Period. We will reinstate this policy if We
receive:
1. Your Written request within 5 years after the end of the Grace Period and
before the Maturity Date;
2. Evidence of insurability satisfactory to Us;
3. Payment of enough premiums so that the policy will remain in force for 2
months; and
4. Payment or reinstatement of any indebtedness.
The reinstated policy will be in force from the Monthly Deduction Day on or
following the date We approve the reinstatement application.
The Accumulation Value at the time of reinstatement will be:
1. The Net Premium allocated in accordance with the premium allocation
percentages at time of lapse unless the reinstatement application provides
otherwise, using Unit Values as of the date of reinstatement; plus
2. Any loan, repaid or reinstated plus an amount equal to loan interest which
will be due on the next policy anniversary; less
3. The monthly deduction for one month.
If a person other than the Insured is covered by a rider attached to this
policy, coverage will be reinstated according to that rider.
99301 Page 23
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DEATH BENEFIT CORRIDOR RATES
BASED ON CASH VALUE ACCUMULATION TEST
ATTAINED AGE MALE FEMALE ATTAINED AGE MALE FEMALE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)
18 6.91090 8.30142 68 1.58236 1.76827
19 6.71267 8.03719 69 1.54923 1.72343
20 6.52076 7.78152 70 1.51753 1.68009
21 6.33350 7.53356 71 1.48726 1.63827
22 6.14981 7.29258 72 1.45844 1.59809
23 5.96881 7.05840 73 1.43116 1.55974
24 5.79038 6.83085 74 1.40548 1.52338
25 5.61443 6.61014 75 1.38142 1.48910
26 5.44092 6.39568 76 1.35889 1.45684
27 5.27031 6.18766 77 1.33775 1.42648
28 5.10316 5.98586 78 1.31783 1.39782
29 4.93975 5.79038 79 1.29892 1.37069
30 4.78046 5.60097 80 1.28090 1.34496
31 4.62543 5.41767 81 1.26375 1.32058
32 4.47504 5.24022 82 1.24746 1.29761
33 4.32914 5.06840 83 1.23212 1.27608
34 4.18798 4.90198 84 1.21783 1.25607
35 4.05148 4.74131 85 1.20460 1.23755
36 3.91965 4.58592 86 1.19234 1.22040
37 3.79247 4.43621 87 1.18093 1.20448
38 3.66997 4.29213 88 1.17021 1.18963
39 3.55206 4.15360 89 1.16000 1.17566
40 3.43868 4.02063 90 1.15008 1.16236
41 3.32968 3.89305 91 1.14024 1.14954
42 3.22506 3.77070 92 1.13021 1.13694
43 3.12447 3.65328 93 1.11971 1.12430
44 3.02787 3.54035 94 1.10841 1.11132
45 2.93502 3.43166 95 1.09607 1.09775
46 2.84584 3.32701 96 1.08265 1.08350
47 2.76008 3.22611 97 1.06839 1.06873
48 2.67761 3.12877 98 1.05387 1.05396
49 2.59824 3.03494 99 1.04001 1.04001
50 2.52192 2.94449
51 2.44849 2.85732
52 2.37800 2.77329
53 2.31039 2.69235
54 2.24563 2.61451
55 2.18370 2.53953
56 2.12443 2.46726
57 2.06772 2.39746
58 2.01335 2.32987
59 1.96120 2.26425
60 1.91115 2.20053
61 1.86315 2.13871
62 1.81717 2.07893
63 1.77320 2.02134
64 1.73126 1.96617
65 1.69130 1.91343
66 1.65326 1.86300
67 1.61699 1.81470
99301 Page 24
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DEATH BENEFIT CORRIDOR RATES
BASED ON CASH VALUE ACCUMULATION TEST
ATTAINED AGE ATTAINED AGE
Nearest Birthday Nearest Birthday
(On Each Policy GENDER (On Each Policy GENDER
Anniversary) NEUTRAL Anniversary) NEUTRAL
18 6.91090 68 1.58236
19 6.71267 69 1.54923
20 6.52076 70 1.51753
21 6.33350 71 1.48726
22 6.14981 72 1.45844
23 5.96881 73 1.43116
24 5.79038 74 1.40548
25 5.61443 75 1.38142
26 5.44092 76 1.35889
27 5.27031 77 1.33775
28 5.10316 78 1.31783
29 4.93975 79 1.29892
30 4.78046 80 1.28090
31 4.62543 81 1.26375
32 4.47504 82 1.24746
33 4.32914 83 1.23212
34 4.18798 84 1.21783
35 4.05148 85 1.20460
36 3.91965 86 1.19234
37 3.79247 87 1.18093
38 3.66997 88 1.17021
39 3.55206 89 1.16000
40 3.43868 90 1.15008
41 3.32968 91 1.14024
42 3.22506 92 1.13021
43 3.12447 93 1.11971
44 3.02787 94 1.10841
45 2.93502 95 1.09607
46 2.84584 96 1.08265
47 2.76008 97 1.06839
48 2.67761 98 1.05387
49 2.59824 99 1.04001
50 2.52192
51 2.44849
52 2.37800
53 2.31039
54 2.24563
55 2.18370
56 2.12443
57 2.06772
58 2.01335
59 1.96120
60 1.91115
61 1.86315
62 1.81717
63 1.77320
64 1.73126
65 1.69130
66 1.65326
67 1.61699
99301U Page 25
<PAGE>
DEATH BENEFIT CORRIDOR RATES
BASED ON GUIDELINE PREMIUM TEST
ATTAINED ATTAINED
AGE RATE AGE RATE
0-40 2.50 60 1.30
41 2.43 61 1.28
42 2.36 62 1.26
43 2.29 63 1.24
44 2.22 64 1.22
45 2.15 65 1.20
46 2.09 66 1.19
47 2.03 67 1.18
48 1.97 68 1.17
49 1.91 69 1.16
50 1.85 70 1.15
51 1.78 71 1.13
52 1.71 72 1.11
53 1.64 73 1.09
54 1.57 74 1.07
55 1.50 75-90 1.05
56 1.46 91 1.04
57 1.42 92 1.03
58 1.38 93 1.02
59 1.34 94 1.01
95+ 1.00
99301 Page 26
<PAGE>
TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
ATTAINED AGE MALE ATTAINED AGE MALE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)
18 0.15 68 2.82
19 0.16 69 3.07
20 0.16 70 3.36
21 0.16 71 3.70
22 0.16 72 4.08
23 0.16 73 4.52
24 0.15 74 5.01
25 0.15 75 5.54
26 0.14 76 6.11
27 0.14 77 6.71
28 0.14 78 7.33
29 0.14 79 7.99
30 0.14 80 8.71
31 0.15 81 9.52
32 0.15 82 10.45
33 0.16 83 11.50
34 0.17 84 12.67
35 0.18 85 13.93
36 0.19 86 15.25
37 0.20 87 16.63
38 0.22 88 18.06
39 0.23 89 19.55
40 0.25 90 21.11
41 0.27 91 22.80
42 0.30 92 24.66
43 0.32 93 26.82
44 0.35 94 29.67
45 0.38 95 33.93
46 0.41 96 41.28
47 0.44 97 56.04
48 0.48 98 83.33
49 0.52 99 83.33
50 0.56
51 0.61
52 0.67
53 0.73
54 0.80
55 0.88
56 0.96
57 1.05
58 1.14
59 1.24
60 1.35
61 1.48
62 1.62
63 1.78
64 1.95
65 2.15
66 2.36
67 2.58
The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk. If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.
99301M Page 27
<PAGE>
TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS
<TABLE>
<CAPTION>
OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
Number Amount of Number Amount of Number Amount of Number Amount of
of Years Monthly of Years Monthly of Years Monthly of Years Monthly
Payable Installments Payable Installments Payable Installments Payable Installments
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 15 $6.87 25 $4.71 35 $3.82
6 15.14 16 6.53 26 4.59 36 3.76
7 13.16 17 6.23 27 4.47 37 3.70
8 11.68 18 5.96 28 4.37 38 3.65
9 10.53 19 5.73 29 4.27 39 3.60
10 9.61 20 5.51 30 4.18 40 3.55
11 8.86 21 5.32 31 4.10
12 8.24 22 5.15 32 4.02
13 7.71 23 4.99 33 3.95
14 7.26 24 4.84 34 3.88
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE GUARANTEED AGE OF PAYEE GUARANTEED
PERIOD PERIOD
- -------------------------------------------------------------------------------------------------------------------------
Male 10 Years 15 Years 20 Years Male 10 Years 15 Years 20 Years
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
20* $2.95 $2.94 $2.94 50 $4.05 $4.00 $3.93
21 2.97 2.96 2.96 51 4.11 4.06 3.99
22 2.98 2.98 2.98 52 4.18 4.13 4.04
23 3.00 3.00 3.00 53 4.26 4.19 4.10
24 3.02 3.02 3.02 54 4.34 4.27 4.16
25 3.05 3.04 3.04 55 4.42 4.34 4.22
26 3.07 3.06 3.06 56 4.51 4.42 4.28
27 3.09 3.09 3.08 57 4.60 4.50 4.35
28 3.12 3.11 3.11 58 4.69 4.58 4.41
29 3.14 3.14 3.13 59 4.79 4.66 4.47
30 3.17 3.16 3.16 60 4.90 4.75 4.54
31 3.20 3.19 3.18 61 5.01 4.84 4.60
32 3.22 3.22 3.21 62 5.13 4.94 4.67
33 3.25 3.25 3.24 63 5.26 5.03 4.73
34 3.29 3.28 3.27 64 5.39 5.13 4.79
35 3.32 3.31 3.00 65 5.52 5.23 4.85
36 3.35 3.35 3.33 66 5.66 5.33 4.91
37 3.39 3.38 3.36 67 5.81 5.43 4.97
38 3.43 3.42 3.40 68 5.96 5.53 5.02
39 3.47 3.46 3.44 69 6.12 5.63 5.07
40 3.51 3.50 3.47 70 6.28 5.73 5.11
41 3.55 3.54 3.51 71 6.44 5.82 5.15
42 3.60 3.58 3.55 72 6.61 5.91 5.19
43 3.65 3.63 3.59 73 6.78 6.00 5.23
44 3.70 3.67 3.64 74 6.96 6.08 5.26
45 3.75 3.72 3.68 75 7.13 6.16 5.28
46 3.80 3.77 3.73 76 7.30 6.24 5.31
47 3.86 3.83 3.78 77 7.47 6.31 5.33
48 3.92 3.88 3.83 78 7.64 6.37 5.34
49 3.98 3.94 3.88 79 7.81 6.42 5.36
80** 7.97 6.48 5.37
- -------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.
*Also applies to younger ages. **Also applies to older ages.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
99301M Page 28
<PAGE>
TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
ATTAINED AGE FEMALE ATTAINED AGE FEMALE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)
18 0.08 68 1.59
19 0.09 69 1.72
20 0.09 70 1.86
21 0.09 71 2.05
22 0.09 72 2.27
23 0.09 73 2.55
24 0.10 74 2.88
25 0.10 75 3.25
26 0.10 76 3.67
27 0.10 77 4.11
28 0.11 78 4.59
29 0.11 79 5.11
30 0.11 80 5.71
31 0.12 81 6.39
32 0.12 82 7.19
33 0.13 83 8.12
34 0.13 84 9.18
35 0.14 85 10.34
36 0.15 86 11.60
37 0.16 87 12.97
38 0.17 88 14.45
39 0.19 89 16.05
40 0.20 90 17.79
41 0.22 91 19.72
42 0.24 92 21.89
43 0.26 93 24.44
44 0.28 94 27.67
45 0.30 95 32.32
46 0.32 96 40.05
47 0.34 97 55.16
48 0.36 98 83.33
49 0.39 99 83.33
50 0.41
51 0.44
52 0.48
53 0.51
54 0.55
55 0.59
56 0.63
57 0.67
58 0.71
59 0.75
60 0.79
61 0.85
62 0.92
63 1.01
64 1.11
65 1.23
66 1.35
67 1.47
The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk. If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.
99301F Page 27
<PAGE>
TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS
<TABLE>
<CAPTION>
OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
Number Amount of Number Amount of Number Amount of Number Amount of
of Years Monthly of Years Monthly of Years Monthly of Years Monthly
Payable Installments Payable Installments Payable Installments Payable Installments
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 15 $6.87 25 $4.71 35 $3.82
6 15.14 16 6.53 26 4.59 36 3.76
7 13.16 17 6.23 27 4.47 37 3.70
8 11.68 18 5.96 28 4.37 38 3.65
9 10.53 19 5.73 29 4.27 39 3.60
10 9.61 20 5.51 30 4.18 40 3.55
11 8.86 21 5.32 31 4.10
12 8.24 22 5.15 32 4.02
13 7.71 23 4.99 33 3.95
14 7.26 24 4.84 34 3.88
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE GUARANTEED PERIOD AGE OF PAYEE GUARANTEED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
Female 10 Years 15 Years 20 Years Female 10 Years 15 Years 20 Years
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
20* $2.85 $2.85 $2.85 50 $3.75 $3.73 $3.69
21 2.87 2.87 2.87 51 3.80 3.78 3.74
22 2.89 2.88 2.88 52 3.86 3.84 3.79
23 2.90 2.90 2.90 53 3.92 3.89 3.85
24 2.92 2.92 2.91 54 3.99 3.96 3.90
25 2.94 2.93 2.93 55 4.06 4.02 3.96
26 2.95 2.95 2.95 56 4.13 4.09 4.02
27 2.97 2.97 2.97 57 4.21 4.16 4.08
28 2.99 2.99 2.99 58 4.29 4.23 4.15
29 3.01 3.01 3.01 59 4.37 4.31 4.21
30 3.03 3.03 3.03 60 4.46 4.39 4.28
31 3.06 3.05 3.05 61 4.56 4.47 4.35
32 3.08 3.08 3.07 62 4.66 4.56 4.42
33 3.10 3.10 3.10 63 4.76 4.65 4.49
34 3.13 3.13 3.12 64 4.88 4.75 4.56
35 3.16 3.15 3.15 65 4.99 4.85 4.63
36 3.19 3.18 3.17 66 5.12 4.95 4.70
37 3.21 3.21 3.20 67 5.25 5.05 4.77
38 3.24 3.24 3.23 68 5.39 5.16 4.83
39 3.28 3.27 3.26 69 5.53 5.27 4.90
40 3.31 3.30 3.29 70 5.69 5.38 4.96
41 3.35 3.34 3.33 71 5.85 5.49 5.02
42 3.38 3.37 3.36 72 6.02 5.60 5.08
43 3.42 3.41 3.40 73 6.19 5.71 5.13
44 3.46 3.45 3.43 74 6.37 5.82 5.17
45 3.50 3.49 3.47 75 6.56 5.92 5.21
46 3.55 3.53 3.51 76 6.75 6.02 5.25
47 3.59 3.58 3.56 77 6.95 6.11 5.28
48 3.64 3.63 3.60 78 7.14 6.20 5.30
49 3.69 3.67 3.65 79 7.34 6.28 5.32
80** 7.54 6.35 5.34
- -------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.
*Also applies to younger ages. **Also applies to older ages.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
99301F Page 28
<PAGE>
TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
ATTAINED AGE RATE ATTAINED AGE RATE
Nearest Birthday Nearest Birthday
(On Each Policy (On Each Policy
Anniversary) Anniversary)
18 0.15 68 2.82
19 0.16 69 3.07
20 0.16 70 3.36
21 0.16 71 3.70
22 0.16 72 4.08
23 0.16 73 4.52
24 0.15 74 5.01
25 0.15 75 5.54
26 0.14 76 6.11
27 0.14 77 6.71
28 0.14 78 7.33
29 0.14 79 7.99
30 0.14 80 8.71
31 0.15 81 9.52
32 0.15 82 10.45
33 0.16 83 11.50
34 0.17 84 12.67
35 0.18 85 13.93
36 0.19 86 15.25
37 0.20 87 16.63
38 0.22 88 18.06
39 0.23 89 19.55
40 0.25 90 21.17
41 0.27 91 22.80
42 0.30 92 24.66
43 0.32 93 26.82
44 0.35 94 29.67
45 0.38 95 33.93
46 0.41 96 41.28
47 0.44 97 56.04
48 0.48 98 83.33
49 0.52 99 83.33
50 0.56
51 0.61
52 0.67
53 0.73
54 0.80
55 0.88
56 0.96
57 1.05
58 1.14
59 1.24
60 1.35
61 1.48
62 1.62
63 1.78
64 1.95
65 2.15
66 2.36
67 2.58
The rates shown above represent the guaranteed (maximum) monthly cost of
insurance for each $1,000 of net amount at risk. If this policy has been issued
in a special (rated) premium class, the guaranteed monthly cost will be
calculated as shown on page 3.
99301U Page 27
<PAGE>
TABLES OF MONTHLY INSTALLMENTS FOR EACH $1,000 OF PROCEEDS
<TABLE>
<CAPTION>
OPTION 1 TABLE
INSTALLMENTS FOR A SPECIFIED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
Number Amount of Number Amount of Number Amount of Number Amount of
of Years Monthly of Years Monthly of Years Monthly of Years Monthly
Payable Installments Payable Installments Payable Installments Payable Installments
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 15 $6.87 25 $4.71 35 $3.82
6 15.14 16 6.53 26 4.59 36 3.76
7 13.16 17 6.23 27 4.47 37 3.70
8 11.68 18 5.96 28 4.37 38 3.65
9 10.53 19 5.73 29 4.27 39 3.60
10 9.61 20 5.51 30 4.18 40 3.55
11 8.86 21 5.32 31 4.10
12 8.24 22 5.15 32 4.02
13 7.71 23 4.99 33 3.95
14 7.26 24 4.84 34 3.88
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OPTION 3 TABLE
INSTALLMENTS FOR LIFE WITH SPECIFIED MINIMUM PERIOD
- -------------------------------------------------------------------------------------------------------------------------
GUARANTEED PERIOD GUARANTEED PERIOD
- -------------------------------------------------------------------------------------------------------------------------
AGE OF PAYEE 10 Years 15 Years 20 Years AGE OF PAYEE 10 Years 15 Years 20 Years
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
20* $2.89 $2.89 $2.89 50 $3.87 $3.84 $3.79
21 2.91 2.91 2.90 51 3.93 3.90 3.85
22 2.93 2.92 2.92 52 3.99 3.96 3.90
23 2.94 2.94 2.94 53 4.06 4.02 3.95
24 2.96 2.96 2.96 54 4.13 4.08 4.01
25 2.98 2.98 2.98 55 4.21 4.15 4.07
26 3.00 3.00 3.00 56 4.28 4.22 4.13
27 3.02 3.02 3.02 57 4.37 4.30 4.19
28 3.04 3.04 3.04 58 4.45 4.38 4.26
29 3.07 3.06 3.06 59 4.55 4.46 4.32
30 3.09 3.09 3.08 60 4.64 4.54 4.39
31 3.11 3.11 3.11 61 4.74 4.63 4.46
32 3.14 3.14 3.13 62 4.85 4.72 4.52
33 3.17 3.16 3.16 63 4.97 4.81 4.59
34 3.20 3.19 3.18 64 5.08 4.91 4.66
35 3.22 3.22 3.21 65 5.21 5.01 4.73
36 3.26 3.25 3.24 66 5.34 5.11 4.79
37 3.29 3.28 3.27 67 5.48 5.21 4.85
38 3.32 3.31 3.30 68 5.62 5.32 4.92
39 3.36 3.35 3.33 69 5.77 5.42 4.97
40 3.39 3.38 3.37 70 5.93 5.53 5.03
41 3.43 3.42 3.40 71 6.09 5.63 5.08
42 3.47 3.46 3.44 72 6.26 5.73 5.13
43 3.51 3.50 3.48 73 6.44 5.84 5.17
44 3.56 3.54 3.52 74 6.62 5.93 5.21
45 3.60 3.59 3.56 75 6.80 6.03 5.24
46 3.65 3.63 3.60 76 6.98 6.12 5.27
47 3.70 3.68 3.65 77 7.17 6.20 5.30
48 3.76 3.73 3.70 78 7.35 6.27 5.32
49 3.81 3.78 3.74 79 7.54 6.34 5.34
80** 7.72 6.41 5.35
- -------------------------------------------------------------------------------------------------------------------------
Payments are based upon the age, nearest birthday, of the Payee on the date the first payment is due. If monthly
installments for two or more specified periods for a given age are the same, the specified period of longer duration
will apply.
*Also applies to younger ages. **Also applies to older ages.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
99301U Page 28
<PAGE>
AMERICAN GENERAL LIFE
INSURANCE COMPANY
This is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. An adjustable Death
Benefit is payable upon the Insured's death prior to the Maturity Date.
Investment results are reflected in policy benefits. ACCUMULATION VALUES are
flexible and will be based on the amount and frequency of premiums paid and the
investment results of the Separate Account. NONPARTICIPATING - NOT ELIGIBLE
FOR DIVIDENDS.
For Information, Service or to make a Complaint
Contact your Servicing Agent, or our Corporate Markets Administration
Department.
2727-A Allen Parkway
P.O. Box 4647
Houston, Texas 77210-4647
1-888-222-4943
A STOCK COMPANY
_______________________
A Subsidiary of American General Corporation
99301
