<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999.
File No. 333-65437
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
FORM N-8B-2
A. Exact name of trust: Separate Account Two
B. Name of depositor: Royal Life Insurance Company of America
C. Complete address of depositor's principal executive offices:
P.O. Box 2999
Hartford, CT 06104-2999
D. Name and complete address of agent for service:
Thomas S. Clark, Esq.
Royal Life Insurance Company of America
P.O. Box 2999
Hartford, CT 06104-2999
E. Title and amount of securities being registered: Pursuant to Rule 24f-2
under the Investment Company Act of 1940, the Registrant will register an
indefinite amount of securities.
F. Proposed maximum aggregate offering price to the public of the securities
being registered: Not yet determined.
G. Amount of filing fee: Not applicable.
H. 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 dates 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS
Item No. of
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
1. Cover page
2. Cover page
3. Not applicable
4. Royal Life Insurance Company of America; How We Sell Our
Policy
5. The Separate Account
6. The Separate Account
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. Summary; The Funds; Application for a Policy; Policy
Benefits and Rights; Other Matters - Voting Rights,
Dividends
11. Summary; The Funds
12. Summary; The Funds
13. Deductions and Charges; How We Sell Our Policy; Federal
Tax Considerations
14. Application
15. Allocation of Premiums
16. The Funds; Allocation of Premiums
17. Summary; Policy Benefits and Rights - Account Value and
Amount Payable on Surrender of the Policy, Cancellation
and Exchange Rights
<PAGE>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
18. The Funds; Deduction and Charges; Federal Tax
Considerations
19. Other Matters - Statements
20. Not applicable
21. Policy Benefits and Rights - Policy Loans
22. Not applicable
23. Safekeeping of Separate Account Assets
24. Other Matters - Assignment
25. Royal Life Insurance Company of America
26. Not applicable
27. Royal Life Insurance Company of America
28. Royal Life Insurance Company of America
29. Royal Life Insurance Company of America
30. Not applicable
31. Not applicable
32. Not applicable
33. Not applicable
34. Not applicable
35. How We Sell Our Policy
36. Not required by Form S-6
37. Not applicable
38. How We Sell Our Policy
<PAGE>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
39. Royal Life Insurance Company of America; How We Sell Our
Policy
40. Not applicable
41. Royal Life Insurance Company of America; How We Sell Our
Policy
42. Not applicable
43. Not applicable
44. Allocation of Premiums
45. Not applicable
46. Policy Benefits and Rights - Account Value
47. The Funds
48. Cover Page; Royal Life Insurance Company of America
49. Not applicable
50. The Separate Account
51. Summary; Royal Life Insurance Company of America; Your
Policy; Policy Benefits and Rights; Other Matters -
Beneficiary
52. The Funds, Investment Adviser
53. Federal Tax Considerations
54. Not applicable
55. Not applicable
56. Not required by Form S-6
57. Not required by Form S-6
58. Not required by Form S-6
59. Not required by Form S-6
<PAGE>
PART I
<PAGE>
6
ROYAL LIFE INSURANCE COMPANY OF AMERICA
SEPARATE ACCOUNT TWO
P. O. BOX 2999 Modified Single Premium
HARTFORD, CT 06104-2999 Variable Life Insurance Policies
TELEPHONE (800)862-6668
This Prospectus describes information you should know before you purchase our
variable life insurance policy. Please read it carefully.
The variable life insurance policy is a contract between you and Royal Life
Insurance Company of America where you agree to make payments to us and we
agree to pay a death benefit to your beneficiaries. It is a modified single
premium variable life insurance policy. It is:
X Modified single premium, because you pay one large single payment, and
under certain circumstances you may add payments.
X Variable, because the value of your life insurance policy will fluctuate
with the performance of the stock market.
After purchase, you allocate your payments to "Sub-Accounts" or subdivisions
of our Separate Acount, an account that keeps your life insurance policy
assets separate from our company assets. These Sub-Accounts then purchase
shares of mutual funds set up exclusively for variable annuity or variable
life insurance products. These funds are not the same mutual funds that you
buy through your stockbroker or through a retail mutual fund, but they may
have similar investment strategies and the same portfolio managers as retail
mutual funds. This life insurance policy offers you funds with investment
strategies ranging from conservative to aggressive and you may pick those
funds that meet your investment style. The Sub-Accounts and the funds are
listed below:
- - Bond Sub-Account which purchases shares of Class IA of Hartford Bond HLS
Fund, Inc.
- - High Yield Sub-Account which purchases shares of Class IA of Hartford High
Yield HLS Fund
<PAGE>
7
- - Index Sub-Account which purchases shares of Class IA of Hartford Index
HLS Fund, Inc.
- - Money Market Sub-Account which purchases shares of Class IA of Hartford
Money Market HLS Fund, Inc.
- - Mortgage Securities Sub-Account which purchases shares of Class IA of
Hartford Mortgage Securities HLS Fund, Inc.
If you decide to buy this life insurance policy, you should keep this
prospectus for your records. Although we file the Prospectus with the
Securities and Exchange Commission, the Commission doesn't approve or
disapprove these securities or determine if the information is truthful or
complete. Anyone who represents that the Securities and Exchange Commission
does these things may be guilty of a criminal offense.
This Prospectus can also be obtained from the Securities and Exchange
Commissions' website (HTTP://WWW.SEC.GOV).
This life insurance policy IS NOT:
- - a bank deposit or obligation
- - federally insured
- - endorsed by any bank or governmental agency
- - available for sale in all states
Prospectus Dated: February 12, 1999
<PAGE>
8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Royal Life Insurance Company of America. . . . . . . . . . . . . . . . . . 16
The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
YOUR POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . . . 22
DEDUCTIONS AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Chart of Deduction and Charges . . . . . . . . . . . . . . . . . . . . . . 23
Cost of Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Administrative Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Annual Maintenance Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Your Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Option 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Option 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Other Deductions or Charges. . . . . . . . . . . . . . . . . . . . . . . . 28
POLICY BENEFITS AND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . 28
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Account Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Transfer of Account Value. . . . . . . . . . . . . . . . . . . . . . . . . 29
Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Amount Payable on Surrender of the Policy. . . . . . . . . . . . . . . . . 31
Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Benefits at Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Lapse and Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . 32
Cancellation and Exchange Rights . . . . . . . . . . . . . . . . . . . . . 32
Suspension of Valuation, Payments and Transfers. . . . . . . . . . . . . . 33
LAST SURVIVOR POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . 33
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Limit on Right to Contest. . . . . . . . . . . . . . . . . . . . . . . . . 35
Misstatement as to Age and Sex . . . . . . . . . . . . . . . . . . . . . . 35
Settlement Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>
<PAGE>
9
<TABLE>
<S> <C>
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . . 38
HOW WE SELL OUR POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS . . . . . . . . . . . . . . . 41
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 42
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Taxation of Royal and the Separate Account . . . . . . . . . . . . . . . . 42
Income Taxation of Policy Benefits . . . . . . . . . . . . . . . . . . . . 42
Last Survivor Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Modified Endowment Policies. . . . . . . . . . . . . . . . . . . . . . . . 43
Estate and Generation Skipping Taxes . . . . . . . . . . . . . . . . . . . 44
Diversification Requirements . . . . . . . . . . . . . . . . . . . . . . . 44
Ownership of the Assets in the Separate Account. . . . . . . . . . . . . . 45
Life Insurance Purchased for Use in Split Dollar Arrangements. . . . . . . 46
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . 46
Non-Individual Ownership of Policies . . . . . . . . . . . . . . . . . . . 46
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Life Insurance Purchases by Nonresident Aliens and Foreign Corporations. . 46
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
YEAR 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 48
APPENDIX A -- SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK . . . 49
APPENDIX B -- ILLUSTRATIONS OF BENEFITS. . . . . . . . . . . . . . . . . . 52
</TABLE>
<PAGE>
10
SPECIAL TERMS
As used in this Prospectus, the following terms have the indicated meanings:
ACCOUNT VALUE: The current value of the Sub-Accounts plus the value of the
Loan Account under the Policy.
ACCUMULATION UNIT: A unit of measure we use to calculate the value of a
Sub-Account.
ANNUAL WITHDRAWAL AMOUNT: The amount that can be withdrawn in any Policy
Year before we charge you a surrender charge.
ANNUITY UNIT: A unit of measure we use to calculate the amount of annuity
payments.
ATTAINED AGE: The Issue Age plus the number of fully completed Policy Years.
CASH SURRENDER VALUE: The Cash Value less all Indebtedness.
CASH VALUE: The Account Value less any Surrender Charge and any Unamortized
Tax charge due upon surrender.
CODE: The Internal Revenue Code of 1986, as amended.
COVERAGE AMOUNT: The Death Benefit less the Account Value.
DEATH BENEFIT: The greater of (1) the Face Amount specified in the Policy or
(2) the Account Value on the date of death multiplied by a stated percentage
as specified in the Policy.
DEATH PROCEEDS: The amount that Royal will pay on the death of the Insured.
This equals the Death Benefit less any Indebtedness.
DEDUCTION AMOUNT: A deduction on the Policy Date and on each Monthly
Activity Date for the cost of insurance, Tax Expense charges under Option 1,
an administrative charge and a mortality and expense risk charge.
FACE AMOUNT: On the Policy Date, the Face Amount is the amount shown on the
Policy's Specifications page. Thereafter, the Face Amount is reduced in
proportion to any partial surrenders.
FUNDS: The registered management investment companies in which assets of the
Separate Account may be invested.
GUIDELINE SINGLE PREMIUM: The "Guideline Single Premium" as defined in
Section 7702 of the Code.
<PAGE>
11
HOME OFFICE: Currently located at 200 Hopmeadow Street, Simsbury,
Connecticut; however, the mailing address is P.O. Box 2999, Hartford,
Connecticut 06104-2999.
INDEBTEDNESS: All monies owed to Royal by the Policy Owner, including all
outstanding loans on the Policy, any interest due or accrued and any unpaid
Deduction Amount or annual maintenance fee arising during a grace period.
INSURED: The person on whose life the Policy is issued.
ISSUE AGE: As of the Policy Date, the Insured's age on Insured's last
birthday.
LOAN ACCOUNT: An account in Royal's General Account, established for any
amounts transferred from the Sub-Accounts for requested loans. The Loan
Account credits a fixed rate of interest that is not based on the investment
experience of the Separate Account.
MONTHLY ACTIVITY DATE: The day of each month on which any deductions or
charges are subtracted from the Account Value of the Policy. Monthly
Activity Dates occur on the same day of the month as the Policy Date.
POLICY: The Policy is the individual Policy and any endorsements or riders.
If you are enrolled under a group Policy, the Policy is a certificate.
POLICY ANNIVERSARY: The anniversary of the Policy Date.
POLICY DATE: The date from which Policy Anniversaries and Policy Years are
measured.
POLICY LOAN RATE: The interest rate charged on Policy loans.
POLICY OWNER OR YOU: The owner of the Policy
POLICY OWNER OPTIONS: You may elect one of two options offered by Royal to
pay Mortality and Expense Risk charges and certain tax related charges. You
must elect the option at the time the Policy is issued and the option cannot
be changed once the Policy is issued. The following options are available:
OPTION 1: ASSET BASED CHARGES: Under this option you elect to pay a
Mortality and Expense Risk charge that is deducted monthly from
Account Value at an annual rate of .90% in Policy Years 1 through
10 and at an annual rate of .50% in Policy Years 11 and beyond; a
Tax Expense charge that is also deducted monthly at an annual rate
of .40% for the first 10 Policy Years and an Unamortized Tax charge
that is imposed during the first 9 Policy Years on surrenders or
partial surrenders according to the rate set forth in "Deductions
and Charges - Policy Owner Options - Unamortized Tax Charge." See
"Deductions and Charges - Policy Owner Options."
<PAGE>
12
OPTION 2: FRONTED CHARGES: Under this option you elect to pay a
Mortality and Expense Risk charge that is deducted monthly from
Account Value at an annual rate of .65% in Policy Years 1 through
10 and an annual rate of .50% in Policy Years 11 and beyond and a
Tax Expense charge that is deducted from any Premium payment in all
Policy Years at an annual rate of 4.0%. This option is not
available in all states. See "Deductions and Charges - Policy
Owner Options."
POLICY YEAR: The twelve months between Policy Anniversaries.
ROYAL OR US: Royal Life Insurance Company of America.
SEPARATE ACCOUNT: For this life insurance policy, the separate acccount is
Royal Life Insurance Company of America Separate Account Two.
SUB-ACCOUNT: The subdivisions of the Separate Account.
SURRENDER CHARGE: A charge which may be assessed upon surrender of the Policy
or partial surrenders in excess of the Annual Withdrawal Amount.
VALUATION DAY: The date on which the Sub-Account is valued. The Valuation
Day is every day the New York Stock Exchange is open for trading. The value
of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
<PAGE>
13
SUMMARY
HOW DO I PURCHASE THE LIFE INSURANCE POLICY?
You apply for life insurance by completing an application. If you are
between the age of 35 and 80, you may be eligible for simplified underwriting
without a medical examination. If you are accepted, you pay one large single
premium. Under certain circumstances you may be able to add additional
premiums.
For a limited time, at least 10 days after you receive your life insurance
policy, you may cancel it without paying a surrender charge. A longer period
is provided in certain cases.
WHAT IS THE DEATH BENEFIT?
You designate a beneficiary who will receive the death benefit if you die
while the policy is in force. The policy pays a minimum death benefit, called
the "face amount." The actual death benefit may be larger than the face
amount if the underlying investments of the policy perform well.
DOES THE POLICY HAVE CASH VALUES?
Yes. The value of your life insurance policy will fluctuate with the
performance of the underlying investments. You may transfer amounts among
your investment options, subject to restrictions.
WHAT TYPE OF SURRENDER CHARGE WILL I PAY?
You don't pay a sales charge when you purchase your policy. We may charge
you deferred sales charge when you terminate or withdraw amounts invested in
your policy. We assess a surrender charge on amounts withdrawn that exceed
10% of the total amounts you have paid into your policy if these amounts have
been in your policy for less than seven years. The surrender charge is
applied to amounts withdrawn that exceed 10% of the total amounts paid in and
will depend on the length of time the payment you made has been in your
policy. If the amount you paid has been in your policy:
X For less than three years, the charge is 7.5%.
X For more than three years and less than five years, the charge is 6%.
X For more than five years and less than seven years, the charge is 4%.
X For more than seven years and less than nine years, the charge is 2%.
You won't be charged a surrender charge on:
X Payments that have been in your policy for more than nine years.
X distributions made due to death
<PAGE>
14
X most payments we make to you as part of an annuity option
See "Surrender Charge" for a complete description of how sales charges are
assessed.
WHAT INSURANCE CHARGES ARE ASSESSED UNDER THE POLICY?
We will deduct an amount from your policy each month to cover certain
charges. These charges include a cost of insurance charge, a tax expense
charge under Option 1, an administrative charge and a mortality and expense
risk charge. If your policy is worth less than $50,000, or if you terminate
your policy, we will deduct an annual maintenance fee of $30.
You may choose to pay these charges under one of two options. Once chosen,
you cannot change your option:
UNDER OPTION 1:
X We will deduct a mortality and expense risk charge each month at an
annual rate of .90% during the first 10 years of your policy, and
thereafter at an annual rate of .50%.
X We will deduct a tax expense charge each month at an annual rate of
.40% during the first 10 years of your policy.
X We will deduct an unamortized tax charge during the first 9 years on
withdrawals, according to a schedule of rates described in
"Deductions and Charges- Policy Owner Options - Unamortized Tax
Charge."
UNDER OPTION 2: (May not be available in all states)
X We will deduct a mortality and expense risk charge each month at an
annual rate of .65% during the first 10 years of your policy, and
thereafter at an annual rate of .50%.
X We will deduct a tax expense charge from your premium at an annual
rate of 4.0%.
WHAT FEES DO I PAY TO THE UNDERLYING INVESTMENT PORTFOLIOS?
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Other Expenses
Management (before any Total Fund
Fees (before any expense Operating
fee waivers) reimbursements) Expenses (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Hartford Bond HLS Fund 0.505% 0.017% 0.522%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
15
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund 0.450% 0.017% 0.467%
- -------------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund 0.450% 0.030% 0.480%
- -------------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund 0.400% 0.015% 0.415%
- -------------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund (2) 0.775% 0.150% 0.925%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Management Fees generally represent the fees paid to the investment
adviser or its affiliate for investment and administrative services
provided. Other Expenses are expenses (other than Management Fees)
which are deducted from the fund including legal, accounting and
custodian fees. For a complete description of the nature of the
services provided in consideration of the operating expenses deducted,
please see the Fund prospectuses.
(2) Hartford High Yield HLS Fund is a new Fund. "Total Fund Operating
Expenses" are based on annualized estimates of such expenses to be incurred
in the current fiscal year. HL Investment Advisors, LLC has agreed to
waive its fee until the assets of the Fund (excluding assets contributed
by companies affiliated with HL Investments Advisors, LLC) reach $20
million. After this waiver, the Management Fee would be 0.200%, Other
Expenses would be 0.150%, and Total Fund Operating Expenses would be
0.350%.
CAN I TAKE OUT ANY OF MY MONEY?
X You may withdraw all or part of amounts available in your policy at
any time.
X Each year you may withdraw up to 10% of your payments without having
to pay a sales charge.
<PAGE>
16
You may have to pay tax on the money you take out and, if you take money out
before you are 59 1/2 you may have to pay a tax penalty.
You may choose to convert your surrender into one of our payment options,
without a sales charge.
MAY I TAKE A LOAN ON THE POLICY?
Yes. The policy provides for two types of cash loans. The policy secures
the loans. Loans may not exceed 90% of the policy's cash value.
IS IT POSSIBLE FOR THE POLICY TO TERMINATE?
Your policy could terminate if the value of the policy becomes too low to
support the policy's monthly charges and fees. If this occurs, Royal will
notify you in writing. You will then have a 61-day grace period in order for
you to pay additional amounts to prevent the policy from terminating.
WHAT ABOUT TAXES?
Under current tax law, your beneficiaries will receive the death benefit free
of federal income tax. However, you will subject to income tax if you receive
any loans, withdrawals or other amounts from the policy, and you may be
subject to a 10% penalty tax.
ABOUT US
--------
ROYAL LIFE INSURANCE COMPANY OF AMERICA
Royal Life Insurance Company of America ("Royal") is a stock life insurance
company engaged in the business of writing life insurance in all states of
the United States and the District of Columbia. Royal was originally
incorporated under the laws of Connecticut on September 16, 1963. Its
offices are located in Simsbury, Connecticut; however, its mailing address is
P.O. Box 5085, Hartford, CT 06104-5085. Royal is a wholly owned subsidiary
of Hartford Life Insurance Company. On December 31, 1997, all of the common
stock of Royal was purchased from Royal Maccabees Life Insurance Company.
Royal is ultimately controlled by Hartford Financial Services Group, Inc.,
one of the largest financial service providers in the United States.
THE SEPARATE ACCOUNT
Separate Account Two ("Separate Account") is a separate account of Royal
established on September 1, 1998 pursuant to the insurance laws of the State
of Connecticut and it is organized as a unit investment trust registered with
the Securities and Exchange Commission under the
<PAGE>
17
Investment Company Act of 1940. The Separate Account meets the definition of
"separate account" under federal securities law. Under Connecticut law, the
assets of the Separate Account are held exclusively for the benefit of Policy
Owners and persons entitled to payments under the Policies. The assets of
the Separate Account are not chargeable with liabilities arising out of any
other business which Royal may conduct.
THE FUNDS
The assets of each Sub-Account are invested exclusively in shares of Class IA
of one of the Funds. You may allocate premiums among the Funds. We do not
guarantee the investment results of any of the underlying Funds. Since each
underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses are more fully
described in the accompanying Funds' prospectus and Statement of Additional
Information, which may be ordered from us. The Funds' prospectus should be
read in conjunction with this Prospectus before investing.
The Funds may not be available in all states.
The investment goals of each of the Funds are as follows:
HARTFORD BOND HLS FUND
Seeks maximum current income consistent with preservation of capital by
investing primarily in investment grade fixed-income securities. Up to 20% of
the total assets of this Fund may be invested in debt securities rated in the
highest category below investment grade ("Ba" by Moody's Investor Services,
Inc. or "BB" by Standard & Poor's) or, if unrated, are determined to be of
comparable quality by the Fund's investment adviser. Securities rated below
investment grade are commonly referred to as "high yield-high risk
securities" or "junk bonds." For more information concerning the risks
associated with investing in such securities, please refer to the section in
the accompanying prospectus for the Funds entitled "Hartford Bond Fund -
Investment Policies."
<PAGE>
18
HARTFORD HIGH YIELD HLS FUND
Seeks high current income by investing in non-investment grade
fixed-income securities. Growth of capital is a secondary objective.
Securities rated below investment grade are commonly referred to as
"high yield-high risk securities" or "junk bonds." For more information
concerning the risks associated with investing in such securities, please
refer to the section in the accompanying prospectus for the Funds entitled
"Hartford High Yield HLS Fund."
HARTFORD INDEX HLS FUND
Seeks to provide investment results which approximate the price and
yield performance of publicly-traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.*
HARTFORD MORTGAGE SECURITIES HLS FUND
Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related
securities, including securities issued by the Government National Mortgage
Association.
<PAGE>
19
HARTFORD MONEY MARKET HLS FUND
Seeks maximum current income consistent with liquidity and preservation
of capital.
*"Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-", "S&P
500-Registered Trademark-", "Standard & Poor's 500", and "500" are trademarks
of The McGraw-Hill Companies, Inc. and have been licensed for use by Royal.
The Hartford Index Fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Hartford Index Fund.
Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the Fund. Such shares are offered to
separate accounts, including the Separate Account, established by Royal or
one of its affiliated companies specifically to fund the Policies and other
policies or contracts issued by Royal or its affiliates, as permitted by the
Investment Company Act of 1940.
It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither Royal nor the Funds
currently foresee any such disadvantages either to variable life insurance
Policy Owners or variable annuity contract owners, the Funds' Board of
Directors intends to monitor events in order to identify any material
conflicts between variable life Policy Owners and variable annuity contract
owners and to determine what action, if any, should be taken in response
thereto. If the Board of Directors were to conclude that separate funds
should be established for variable life insurance and variable annuity
separate accounts, Royal will bear the attendant expenses.
All investment income of, and other distributions to, each Sub-Account
arising from the applicable Fund are reinvested in shares of that Fund at net
asset value. The income and both realized gains or losses on the assets of
each Sub-Account are therefore separate and are credited to or charged
against the Sub-Account without regard to income, gains or losses from any
other Sub-Account or from any other business of Royal. Royal will purchase
shares in the Funds in connection with premiums allocated to the applicable
Sub-Account in accordance with Policy Owners' directions and will redeem
shares in the Funds to meet Policy obligations or make adjustments in
reserves, if any. The Funds are required to redeem Fund shares at net asset
value and to make payment within seven days.
Royal reserves the right, subject to compliance with the law as then in
effect, to make additions to,
<PAGE>
20
deletions from, or substitutions for the Separate Account and its
Sub-Accounts which fund the Policies. No substitution of securities will
take place without notice to and consent of Policy Owners and without prior
approval of the Securities and Exchange Commission to the extent required by
the Investment Company Act of 1940. Subject to Policy Owner approval, Royal
also reserves the right to end the registration under the Investment Company
Act of 1940 of the Separate Account or any other separate accounts of which
it is the depositor and which may fund the Policies.
Each Fund is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. See the
Funds' prospectuses accompanying this Prospectus.
INVESTMENT ADVISER
HL Investment Advisors, LLC ("HL Advisors") serves as the investment adviser
to each of the Funds. The Hartford Investment Management Company ("HIMCO")
serves as sub-investment advisor and provide day to day investment services.
Each Fund, except for the Hartford High Yield HLS Fund, is a separate
Maryland corporation registered with the Securities and Exchange Commisssion
as an open-end management investment company. The Hartford High Yield HLS
Fund is a diversified series of Hartford Series Fund, Inc., a Maryland
corporation, also registered with the Securities and Exchange Commission as
an open-end management investment company. The shares of each Fund have been
divided into Class IA and Class IB. Only Class IA shares are available in
this Annuity.
A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' prospectuses which should be read in
conjunction with this Prospectus before investing and in the Funds' Statement
of Additional Information which may be ordered from Royal.
YOUR POLICY
APPLICATION
If you wish to purchase a Policy, you must submit an application to Royal. A
Policy will be issued only on the lives of Insureds age 90 and under who
supply evidence of insurability satisfactory to Royal. Acceptance is subject
to Royal's underwriting rules and Royal reserves the right to reject an
application for any reason. IF AN APPLICATION FOR A POLICY IS REJECTED, THEN
YOUR INITIAL PREMIUM WILL BE RETURNED ALONG WITH AN ADDITIONAL AMOUNT FOR
INTEREST, BASED ON THE CURRENT RATE BEING CREDITED BY ROYAL. No change
in the terms or conditions of a Policy will be made without your consent.
<PAGE>
21
The Policy will be effective on the Policy Date only after Royal has received
all outstanding delivery requirements and received the initial premium. The
Policy Date is the date used to determine all future cyclical transactions on
the Policy, E.G., Monthly Activity Date, Policy Months and Policy Years. The
Policy Date may be prior to, or the same as, the date the Policy is issued
("Issue Date").
If the Coverage Amount is over then current limits established by Royal, the
initial payment will not be accepted with the application. In other cases
where Royal receives the initial payment with the application, Royal will
provide fixed conditional insurance during underwriting according to the
terms of conditional receipt established by Royal. The fixed conditional
insurance will be the insurance applied for, up to a maximum that varies by
age. If no fixed conditional insurance was in effect, on Policy delivery,
Royal will require a sufficient payment to place the insurance in force.
PREMIUMS
The Policy permits you to pay a large single premium and, subject to
restrictions, additional premiums. You may choose a minimum initial premium
of 80%, 90% or 100% of the Guideline Single Premium (based on the Face
Amount). Under current underwriting rules, which are subject to change,
applicants between ages 35 and 80 may be eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards
as evidenced in their responses in the application. For applicants who are
below age 35 or above age 80, or who do not meet simplified underwriting
eligibility, full underwriting applies, except that substandard underwriting
applies only in those cases that represent substandard risks according to
customary underwriting guidelines.
Additional premiums are allowed if they do not cause the Policy to fail to
meet the definition of a life insurance Policy under Section 7702 of the
Code. The amount and frequency of additional premium payments will affect
the Cash Value and the amount and duration of insurance. Royal may require
evidence of insurability for any additional premiums which increase the
Coverage Amount. Generally, the minimum initial premium Royal will accept is
$10,000. Royal may accept less than $10,000 under certain circumstances.
Premium which does not meet the tax qualification guidelines for life
insurance under the Code will not be applied to the Policy.
ALLOCATION OF PREMIUMS
Within three business days of receipt of a completed application and the
initial premium payment at Royal's Home Office, Royal will allocate the
entire premium payment to the Hartford Money Market Sub-Account. After the
expiration of the right to cancel period, the Account Value in Hartford Money
Market Sub-Account will be allocated among the Funds in whole percentages to
purchase Accumulation Units in the applicable Sub-Accounts as you direct in
the application. Premiums received on or after the expiration of the right
to cancel period will be allocated among the Sub-Accounts to purchase
Accumulation Units in such Sub-Accounts as directed by you or, in the absence
of directions, as specified in the original application. The number of
Accumulation
<PAGE>
22
Units in each Sub-Account to be credited to a Policy (including the initial
allocation to Hartford Money Market Sub-Account) will be determined first by
multiplying the premium payment by the percentage to be allocated to each
Fund to determine the portion to be invested in the Sub-Account. Each
portion to be invested in each Sub-Account is then divided by the
Accumulation Unit Value of that particular Sub-Account next computed after
receipt of the premium payment.
ACCUMULATION UNIT VALUES
The Accumulation Unit Value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for
that Sub-Account for the Valuation Period then ended. The Net Investment
Factor for each Sub-Account is the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share
dividends or capital gains by that Fund if the ex-dividend date occurs in the
Valuation Period then ended) divided by the net asset value per share of the
corresponding Fund at the beginning of the Valuation Period. Refer to the
Funds' prospectuses accompanying this Prospectus for a description of how the
assets of each Fund are valued, since such determination has a direct bearing
on the Accumulation Unit Value of the Sub-Account and therefore the Account
Value of a Policy. See, also, "Policy Benefits and Rights -- Account Value."
All valuations in connection with a Policy, E.G., with respect to determining
Account Value and Cash Surrender Value and in connection with Policy Loans,
or calculation of Death Benefits, or with respect to determining the number
of Accumulation Units to be credited to a Policy with each premium, other
than the initial premium, will be made on the date the request or payment is
received by Royal at its Home Office if such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which
is a Valuation Day.
DEDUCTIONS AND CHARGES
The deduction or charges associated with this Policy are subtracted,
depending on the type of deduction or charge, from Premium payments as they
are made, upon surrender or partial surrender of the Policy, on the Policy
Anniversary Date or on a monthly pro rated basis from each Sub-Account
("Deduction Amount").
Deductions are taken from Premium payments before allocations to the
Sub-Accounts are made. Monthly Deduction Amounts are subtracted on the
Policy Date and on each Monthly Activity Date after the Policy Date to cover
charges and expenses incurred in connection with a Policy. Each Deduction
Amount will be subtracted pro rata from each Sub-Account such that the
proportion of Account Value of the Policy attributable to each Sub-Account
remains the same before and after the deduction. The Deduction Amount will
vary from month to month. If the Cash Surrender Value is not sufficient to
cover a Deduction Amount due on any Monthly Activity Date, the Policy may
lapse. See "Policy Benefits and Rights -- Lapse and Reinstatement."
<PAGE>
23
The Policy Owner may elect one of two options offered by Royal to pay the
Mortality and Expense Risk charge, the Tax Expense charge and any Unamortized
Tax charge. Once selected, the option may not be changed. Option 2 may not
be available in all states.
The following chart illustrates the charges and deductions associated with
this Policy. For a more detailed discussion see the descriptions below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DEDUCTION OR DEDUCTED FROM ALL WHEN DEDUCTION IS AMOUNT DEDUCTED
CHARGE POLICIES MADE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Cost of Insurance Yes Monthly Individualized
depending on age,
sex and other
factors
- -------------------------------------------------------------------------------
Administrative Yes Monthly .25% of amounts
Charge allocated to the
Separate Account
- -------------------------------------------------------------------------------
Annual Maintenance Only Policies with On the Policy $30.00
Fee an Account Value Anniversary Date
of less than or upon surrender
$50,000 on the of the Policy
Policy Anniversary
Date or date of
surrender
- -------------------------------------------------------------------------------
Surrender Charge Yes Upon surrender or A percentage of
partial surrender the amount
of the Policy surrendered,
depending on the
Policy Year, which
is attributable to
premiums paid
- -------------------------------------------------------------------------------
Tax Expense Charge Yes Under Option 1: Under Option 1:
Monthly .40% of Account
Value for Policy
Under Option 2: Years 1-10
Receipt of premium
payment Under Option 2: 4%
of each premium
payment in all
Policy Years
- -------------------------------------------------------------------------------
Mortality and Yes Monthly Under Option 1:
Expense Risk .90% of Account
Charge Value in Policy
Years 1-10 and
.50%
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
24
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
for Policy Years
11 and beyond.
- -------------------------------------------------------------------------------
Under Option 2:
.65% of Account
Value in Policy
Years 1-10 and
.50% for Policy
years 11 and
beyond
- -------------------------------------------------------------------------------
Unamortized Tax No, only under Upon surrender or A percentage of
Charge Option 1 partial surrender the Account Value
of the Policy depending on the
Policy Year the
surrender takes
place.
- -------------------------------------------------------------------------------
</TABLE>
COST OF INSURANCE CHARGE: The cost of insurance charge covers Royal's
anticipated mortality costs for standard and substandard risks. Current cost
of insurance rates are lower after the tenth Policy Year and are based on
whether 100%, 90% or 80% of the Guideline Single Premium has been paid at
issue. The current cost of insurance charge will not exceed the guaranteed
cost of insurance charge. This charge is a guaranteed maximum monthly rate
multiplied by the Coverage Amount on the Policy Date or any Monthly Activity
Date. For Policies eligible for simplified underwriting, standard risks have
a guaranteed cost of insurance rate is 125% of the 1980 Commissioners
Standard Ordinary Smoker/Non-Smoker Mortality Table through age 90, grading
down to 100% of the 1980 Commissioners Standard Ordinary Smoker/Non-Smoker
Mortality Table at age 100 (age last birthday). For Policies not eligible
for simplified underwriting, standard risks have a guaranteed cost of
insurance of 100% of the 1980 Commissioners Standard Ordinary
Smoker/Non-Smoker Mortality Table. (Unisex rates may be required in some
states.) A table of guaranteed cost of insurance rates per $1,000 will be
included in each Policy; however, Royal reserves the right to use rates
less than those shown in the Table. Substandard risks and Policies issued
employing simplified underwriting procedures will be charged at a higher cost
of insurance rate that will not exceed rates based on a multiple of the 1980
Commissioners Standard Ordinary Smoker/Non-Smoker Mortality Table (age last
birthday). The multiple will be based on the Insured's substandard rating.
The Coverage Amount is first set on the Policy Date and then on each Monthly
Activity Date. On such days, it is the Face Amount less the Account Value
subject to a Minimum Coverage Amount. The Coverage Amount remains level
between the Monthly Activity Dates. The Coverage Amount may be adjusted to
continue to qualify the Policies as life insurance Policies under the current
federal tax law. Under that law, the Minimum Coverage Amount is a stated
percentage of the Account Value of the Policy determined on each Monthly
Activity Date. The percentages vary according to the attained age of the
Insured.
<PAGE>
25
EXAMPLE:
Face Amount = $100,000
Account Value on the Monthly Activity Date = $70,000
Insured's attained age = 60
Minimum Coverage Amount percentage for age 60 = 30%
On the Monthly Activity Date, the Coverage Amount is $30,000. This is
calculated by subtracting the Account Value on the Monthly Activity Date
($70,000) from the Face Amount ($100,000), subject to a possible Minimum
Coverage Amount adjustment. This Minimum Coverage Amount is determined by
taking a percentage of the Account Value on the Monthly Activity Date. In
this case, the Minimum Coverage Amount is $21,000 (30% of $70,000). Since
$21,000 is less than the Face Amount less the Account Value ($30,000), no
adjustment is necessary. Therefore, the Coverage Amount will be $30,000.
Assume that the Account Value in the above example was $90,000. The Minimum
Coverage Amount would be $27,000 (30% of $90,000). Since this is greater
than the Face Amount less the Account Value ($10,000), the Coverage Amount
for the Policy Month is $27,000. (For an explanation of the Death Benefit,
see "Policy Benefits and Rights -- Death Benefit.")
Because the Account Value and, as a result, the Coverage Amount under a
Policy may vary from month to month, the cost of insurance charge may also
vary on each Monthly Activity Date.
ADMINISTRATIVE CHARGE: Royal will deduct monthly from the Account Value
attributable to the Separate Account an administrative charge equal to an
annual rate of 0.25%. This charge compensates Royal for administrative
expenses incurred in the administration of the Separate Account and the
Policies.
ANNUAL MAINTENANCE FEE
If the Account Value on a Policy Anniversary or on the date the Policy is
surrendered is less than $50,000, Royal will deduct on such date an annual
maintenance fee of $30. This fee will help reimburse Royal for
administrative and maintenance costs of the Policies. The sum of the monthly
administrative charges and the annual maintenance fee will not exceed the
cost Royal incurs in providing administrative services under the Policies.
Royal reserves the right to waive the Annual Maintenance Fee under certain
conditions.
SURRENDER CHARGE
Upon surrender of the Policy or partial surrenders in excess of the Annual
Withdrawal Amount, a Surrender Charge may be assessed. In Policy Years 1
through 3, this charge is 7.5% of surrendered Account Value attributable to
premiums paid. In Policy Years 4 through 5, this charge is 6%. In Policy
Years 6 through 7, this charge is 4%. In Policy Years 8 through 9, this
charge is 2%. After the ninth Policy Year, there is no charge.
<PAGE>
26
In determining the Surrender Charge and any Unamortized Tax charge discussed
below, any surrender or partial surrender during the first ten Policy Years
will be deemed first from premiums paid and then from earnings. If an amount
equal to all premiums paid has been withdrawn, no charge will be assessed on
a surrender of the remaining Account Value.
The Surrender Charge is imposed to cover a portion of the sales expense
incurred by Royal in distributing the Policies. This expense includes agents
commissions, advertising and the printing of prospectuses. See "Policy
Benefits and Rights -- Amount Payable on Surrender of the Policy."
YOUR OPTIONS
In addition to the deductions and charges described above, you, at the time
the Policy is issued, will elect one of two options described below to pay
charges relating to certain taxes and mortality and expense risk charges.
The option you select may affect Policy Value.
OPTION 1: ASSET-BASED CHARGES: Under this payment option, you will pay:
MORTALITY AND EXPENSE RISK CHARGE: Royal will deduct monthly from the Account
Value attributable to the Separate Account for Policy Years 1 through 10 a
charge equal to an annual rate of 0.90% for the mortality risks and expense
risks Royal assumes in relation to the variable portion of the Policies. In
Policy Years 11 and beyond, the charge drops to an annual rate of 0.50% for
the mortality risks and expense risks Royal assumes in relation to the
variable portion of the Policies. The mortality risk assumed is that the
cost of insurance charges specified in the Policy will be insufficient to
meet claims. Royal also assumes a risk that the Face Amount (the minimum
Death Benefit) will exceed the Coverage Amount on the date of death plus the
Account Value on the date Royal receives written notice of death. The
expense risk assumed is that expenses incurred in issuing and administering
the Policies will exceed the administrative charges set in the Policy. Royal
may profit from the mortality and expense risk charge and may use any profits
for any proper purpose, including any difference between the cost it incurs
in distributing the Policies and the proceeds of the Surrender Charge. The
mortality and expense risk charge is deducted while the Policy is in force,
including the duration of a payment option.
TAX EXPENSE CHARGE: Royal will deduct monthly from the Account Value a
charge equal to an annual rate of 0.40% for the first ten Policy Years. This
charge compensates Royal for premium taxes imposed by various states and
local jurisdictions and for the cost of the capitalization of certain policy
acquisition expenses under Section 848 of the Code. The charge includes a
premium tax deduction of 0.25% and Section 848 costs of 0.15%. The 0.25%
premium tax deduction over ten Policy Years approximates Royal's average
expenses for state and local premium taxes (2.5%). Premium taxes vary,
ranging from zero to more than 4.0%. The premium tax deduction is made
whether or not any premium tax applies. The deduction may be higher or lower
than the premium tax imposed. However, Royal does not expect to make a
profit from this deduction. The 0.15% charge helps reimburse Royal for
approximate expenses incurred under Section 848 of the Code.
UNAMORTIZED TAX CHARGE: Under this option, during the first nine Policy
Years, an Unamortized Tax
<PAGE>
27
charge will be imposed on surrender or partial surrenders. The Unamortized
Tax charge is shown below, as a percentage of Account Value, at the end of
each Policy Year:
POLICY
YEAR RATE
------ ----
1 2.25%
2 2.00%
3 1.75%
4 1.50%
5 1.25%
6 1.00%
7 0.75%
8 0.50%
9 0.25%
10+ 0.00%
After the ninth Policy Year, no Unamortized Tax charge will be imposed.
OPTION 2: FRONTED CHARGES: Under this option, you will pay:
MORTALITY AND EXPENSE RISK CHARGE: In Policy Years 1 through 10, Royal will
deduct monthly from the Account Value attributable to the Separate Account a
charge equal to an annual rate of 0.65% for the mortality risks and expense
risks Royal assumes in relation to the variable portion of the Policies. In
Policy Years 11 and beyond, the charge drops to an annual rate of 0.50%. The
mortality risk assumed is that the cost of insurance charges specified in the
Policy will be insufficient to meet claims. Royal also assumes a risk that
the Face Amount (the minimum Death Benefit) will exceed the Coverage Amount
on the date of death plus the Account Value on the date Royal receives
written notice of death. The expense risk assumed is that expenses incurred
in issuing and administering the Policies will exceed the administrative
charges set in the Policy. Royal may profit from the mortality and expense
risk charge and may use any profits for any proper purpose, including any
difference between the cost it incurs in distributing the Policies and the
proceeds of the Surrender Charge. The mortality and expense risk charge is
deducted while the Policy is in force, including the duration of a payment
option.
TAX EXPENSE CHARGE: Royal will deduct from Premium payments a tax expense
charge equal to an annual rate of 4.0% for all Policy Years. This charge
compensates Royal for premium taxes imposed by various states and local
jurisdictions and for the cost of capitalization of certain policy
acquisition expenses under Section 848 of the Code. The charge includes a
premium tax deduction of 2.5% and a Section 848 cost of 1.5%. The premium
tax deduction approximates Royal's average expenses for state and local
premium taxes. Premium taxes vary, ranging from zero to more than 4.0%. The
premium tax deduction is made whether or not any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However,
Royal does not expect to make a profit from this deduction. The 0.15% charge
helps reimburse Royal for approximate expenses incurred under Section 848 of
the Code.
<PAGE>
28
This Option may not be available in all states.
OTHER DEDUCTIONS OR CHARGES
CHARGES AGAINST THE FUNDS
The Separate Account purchases shares of the Funds at net asset value. The
net asset value of the Fund shares reflects investment advisory fees and
administrative expenses already deducted from the assets of the Funds. These
charges are described in the Funds' prospectuses accompanying this Prospectus.
TAXES CHARGED AGAINST THE SEPARATE ACCOUNT
Currently, no charge is made to the Separate Account for federal income taxes
that may be attributable to the Separate Account. Royal may, however, make
such a charge in the future. Charges for other taxes, if any, attributable
to the Separate Account may also be made.
POLICY BENEFITS AND RIGHTS
DEATH BENEFIT
While in force, the Policy provides for the payment of the Death Proceeds to
the named beneficiary when the Insured under the Policy dies. The Death
Proceeds payable to the beneficiary equal the Death Benefit less any loans
outstanding. The Death Benefit equals the greater of (1) the Face Amount or
(2) the Account Value multiplied by a specified percentage. The percentages
vary according to the attained age of the Insured and are specified in the
Policy. Therefore, an increase in Account Value may increase the Death
Benefit. However, because the Death Benefit will never be less than the Face
Amount, a decrease in Account Value may decrease the Death Benefit but never
below the Face Amount.
EXAMPLES:
- --------------------------------------------------------------------------
A B
- --------------------------------------------------------------------------
Face Amount $100,000 $100,000
- --------------------------------------------------------------------------
Insured's Age 40 40
- --------------------------------------------------------------------------
Account Value on Date of Death $46,500 $34,000
- --------------------------------------------------------------------------
Specified Percentage 250% 250%
- --------------------------------------------------------------------------
In Example A, the Death Benefit equals $116,250, I.E., the greater of
$100,000 (the Face Amount) or $116,250 (the Account Value at the Date of
Death of $46,500, multiplied by the specified
<PAGE>
29
percentage of 250%). This amount less any outstanding loans constitutes the
Death Proceeds which Royal would pay to the beneficiary.
In Example B, the death benefit is $100,000, I.E., the greater of $100,000
(the Face Amount) or $85,000 (the Account Value of $34,000, multiplied by the
specified percentage of 250%).
All or part of the Death Proceeds may be paid in cash or applied under a
"Payment Option." See "Other Matters -- Settlement Provisions."
ACCOUNT VALUE
The Account Value of a Policy will be computed on each Valuation Day. The
Account Value will vary to reflect the investment experience of the Funds,
the value of the Loan Account and the monthly Deduction Amounts. There is no
minimum guaranteed Account Value.
The Account Value of a particular Policy is related to the net asset value of
the Funds to which premiums on the Policy have been allocated. The Account
Value on any Valuation Day is calculated by multiplying the number of
Accumulation Units credited to the Policy in each Sub-Account as of the
Valuation Day by the Accumulation Unit Value of that Sub-Account, and then
summing the result for all the Sub-Accounts credited to the Policy and the
value of the Loan Account. See "The Policy -- Accumulation Unit Values."
TRANSFER OF ACCOUNT VALUE
While the Policy remains in force, and subject to Royal's transfer rules then
in effect, the Policy Owner may request that part or all of the Account Value
of a particular Sub-Account be transferred to other Sub-Accounts. Royal
reserves the right to restrict the number of such transfers to no more than
12 per Policy Year, with no two transfers being made on consecutive Valuation
Days. However, there are no restrictions on the number of transfers at the
present time. Transfers may be made by written request or by calling toll
free 1-800-862-6668 Transfers by telephone may be made by the agent of
record or by the attorney-in-fact pursuant to a power of attorney. Telephone
transfers may not be permitted in some states. The policy of Royal and its
agents and affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be
genuine. Royal will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; otherwise, Royal may be
liable for any losses due to unauthorized or fraudulent instructions. The
procedures Royal follows for transactions initiated by telephone include
requirements that callers provide certain information for identification
purposes. All transfer instructions by telephone are tape recorded. Royal
will send the Policy Owner a confirmation of the transfer within five days
from the date of any instruction. IT IS THE RESPONSIBILITY OF THE POLICY
OWNER TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF TRANSFERS AND TO
PROMPTLY ADVISE ROYAL OF ANY INACCURACIES WITHIN 30 DAYS OF RECEIPT OF THE
CONFIRMATION.
Royal may modify the right to reallocate Account Value among the Sub-Accounts
if Royal
<PAGE>
30
determines, in its sole discretion, that the exercise of that right by one or
more Policy Owners is, or would be, to the disadvantage of other Policy
Owners. Any modification could be applied to transfers to or from some or
all of the Sub-Accounts and could include, but not be limited to, the
requirement of a minimum period between each transfer, not accepting transfer
requests of an agent acting under the power of attorney on behalf of more
than one Policy Owner, or limiting the dollar amount that may be transferred
among the Sub-Accounts at one time. These restrictions may be applied in any
manner reasonably designed to prevent any use of the transfer right that
Royal considers to be disadvantageous to other Policy Owners.
As a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred by the Accumulation Unit Value of
that Sub-Account on the Valuation Day Royal receives the transfer request.
The number of Accumulation Units credited to the Sub-Account to which the
transfer is made will be increased by the number obtained by dividing the
amount transferred by the Accumulation Unit Value of that Sub-Account on the
Valuation Day Royal receives the transfer request.
POLICY LOANS
While the Policy is in effect, a Policy Owner may obtain, without the consent
of the beneficiary (provided the designation of beneficiary is not
irrevocable), one or both of two types of cash loans from Royal. Both types
of loans are secured by the Policy. The aggregate loans (including the
currently applied for loan) may not exceed, at the time a loan is requested,
90% of the Cash Value.
The loan amount will be transferred pro rata from each Sub-Account
attributable to the Policy (unless the Policy Owner specifies otherwise) to
the Loan Account. The amounts allocated to the Loan Account will earn
interest at a rate of 4% per annum (6% for "Preferred Loans"). The amount of
the Loan Account that equals the difference between the Cash Value and the
total of all premiums paid under the Policy is considered a "Preferred Loan."
For exchanges which take place according to IRC Section 1035(a) that have an
outstanding loan at the time of transfer, the difference between the Account
Value and the total of all premiums paid under the Policy is considered a
Preferred Loan. The loan interest rate that Royal will charge on all loans
is 6% per annum. The difference between the value of the Loan Account and
the Indebtedness will be transferred on a pro-rata basis from the
Sub-Accounts to the Loan Account on each Monthly Activity Date. The proceeds
of a loan will be delivered to the Policy Owner within seven business days of
Royal's receipt of the loan request.
If the aggregate outstanding loan(s) secured by the Policy exceeds the
Account Value of the Policy less any Surrender Charges and due and unpaid
Deduction Amount, Royal will give written notice to the Policy Owner that,
unless Royal receives an additional payment within 61 days to reduce the
aggregate outstanding loan(s) secured by the Policy, the Policy may lapse.
All or any part of any loan secured by a Policy may be repaid while the
Policy is still in effect.
<PAGE>
31
When loan repayments or interest payments are made, they will be allocated
among the Sub-Account(s) in the same percentage as premiums are allocated
(unless the Policy Owner requests a different allocation) and an amount equal
to the payment will be deducted from the Loan Account. Any outstanding loan
at the end of a grace period must be repaid before the Policy will be
reinstated. See "Policy Benefits and Rights -- Lapse and Reinstatement."
A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to
the amount remaining in such Sub-Accounts. The longer a loan is outstanding,
the greater the effect is likely to be. The effect could be favorable or
unfavorable. If the Sub-Accounts earn more than the annual interest rate for
amounts held in the Loan Account, a Policy Owner's Account Value will not
increase as rapidly as it would have had no loan been made. If the
Sub-Accounts earn less than the annual interest rate for amounts held in the
Loan Account, the Policy Owner's Account Value will be greater than it would
have been had no loan been made. Also, if not repaid, the aggregate
outstanding loan(s) will reduce the Death Proceeds and Cash Surrender Value
otherwise payable.
AMOUNT PAYABLE ON SURRENDER OF THE POLICY
While the Policy is in force, you may elect, without the consent of the
beneficiary (provided the designation of beneficiary is not irrevocable), to
fully surrender the Policy. Upon surrender, you will receive the Cash
Surrender Value determined as of the day Royal receives your written request
or the date you request whichever is later. The Cash Surrender Value equals
the Account Value less any Surrender Charges and any Unamortized Tax charge
and all Indebtedness. Royal will pay the Cash Surrender Value of the Policy
within seven days of receipt by Royal of the written request or on the
effective surrender date you request, whichever is later. The Policy will
terminate on the date of receipt of the written request, or the date you
request the surrender to be effective, whichever is later. For a discussion
of the tax consequences of surrendering the Policy, see "Federal Tax
Considerations."
If you choose to apply the surrender proceeds to a payment option (see "Other
Matters -- Settlement Provisions."), the Surrender Charge will not be
imposed to the surrender proceeds applied to the option. In other words, the
surrender proceeds will equal the Cash Surrender Value without reduction for
the Surrender Charge. However, any Unamortized Tax charge, if applicable,
will be deducted from the surrender proceeds to be applied. In addition,
amounts withdrawn from payment Option 1, Option 5 or Option 6 will be
subject to any applicable Surrender Charge.
PARTIAL SURRENDERS
While the Policy is in force, you may elect, by written request, to make
partial surrenders from the Cash Surrender Value. The Cash Surrender Value,
after partial surrender, must at least equal Royal's minimum amount rules
then in effect; otherwise, the request will be treated as a request for full
surrender. The partial surrender will be deducted pro rata from each
Sub-Account, unless you instruct otherwise. The Face Amount will be reduced
proportionate to the reduction in the Account
<PAGE>
32
Value due to the partial surrender. Partial surrenders in excess of the
Annual Withdrawal Amount will be subject to the Surrender Charge and any
Unamortized Tax charges. See "Deductions and Charges --Surrender Charge,"
and "Deductions and Charges -- Policy Owner Option 1." For a discussion of
the tax consequences of partial surrenders, see "Federal Tax Considerations."
BENEFITS AT MATURITY
If the Insured is living on the "Maturity Date" (the anniversary of the
Policy Date on which the Insured is age 100), on surrender of the Policy to
Royal, Royal will pay you the Cash Surrender Value. In such case, the Policy
will terminate and Royal will have no further obligations under the Policy.
(The Maturity Date may be extended by rider where approved, but see "Federal
Tax Considerations -- Income Taxation of Policy Benefits.")
LAPSE AND REINSTATEMENT
The Policy will remain in force until the Cash Surrender Value is
insufficient to cover the Deduction Amount due on a Monthly Activity Date.
Royal will notify you of the deficiency in writing and will provide a 61-day
grace period to pay an amount sufficient to cover the Deduction Amounts due
as well as three. The notice will indicate the amount that must be paid.
The Policy will continue through the grace period, but if no additional
premium payment is made, it will terminate at the end of the grace period.
If the person insured under the Policy dies during the grace period, the
Death Proceeds payable under the Policy will be reduced by the Deduction
Amount(s) due and unpaid. See "Policy Benefits and Rights -- Death Benefit."
If the Policy lapses, you may apply for reinstatement of the Policy by
payment of the reinstatement premium shown in the Policy and any applicable
charges. A request for reinstatement may be made within five years of lapse.
If a loan was outstanding at the time of lapse, Royal will require repayment
of the loan before permitting reinstatement. In addition, Royal reserves the
right to require evidence of insurability satisfactory to Royal.
CANCELLATION AND EXCHANGE RIGHTS
You have a limited right to return a Policy for cancellation. If the Policy
is returned, by mail or personal delivery to Royal or to the agent who sold
the Policy, to be canceled within ten days after delivery of the Policy to
you (a longer free-look period is provided in certain cases), Royal will
return to you, within seven days, the greater of premiums paid for the Policy
less Indebtedness or the sum of (1) the Account Value less any Indebtedness
on the date the returned Policy is received by Royal or its agent and (2) any
deductions under Policy or by the Funds for taxes, charges or fees.
Once the Policy is in effect, it may be exchanged, during the first 24 months
after its issuance, for a non-variable flexible premium adjustable life
insurance Policy offered by Royal (or an affiliated company) on the life of
the Insured. No evidence of insurability will be required. The new Policy
<PAGE>
33
will have, at your election, either the same Coverage Amount as under the
exchanged Policy on the date of exchange or the same Death Benefit. The
effective date, issue date and issue age will be the same as existed under
the exchanged Policy. If a Policy loan was outstanding, the entire loan must
be repaid. There may be a cash adjustment required on the exchange.
SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS
Royal will suspend all procedures requiring valuation (including transfers,
surrenders and loans) on any day a national stock exchange is closed or
trading is restricted due to an existing emergency, as defined by the
Securities and Exchange Commission, or on any day the Securities and Exchange
Commission has ordered that the right of surrender of the Policies be
suspended for the protection of Policy Owners, until such condition has ended.
LAST SURVIVOR POLICIES
The Policies are offered on both a single life and a "last survivor" basis.
Policies sold on a last survivor basis operate in a manner almost identical
to the single life version. The most important difference is that the last
survivor version involves two Insureds and the Death Proceeds are paid on the
death of the last surviving Insured. The other significant differences
between the last survivor and single life versions are listed below.
1. The cost of insurance charges under the last survivor Policies are
determined in a manner that reflects the anticipated mortality of the two
Insureds and the fact that the Death Benefit is not payable until the death
of the second Insured. See the last survivor illustrations in "Appendix B."
2. To qualify for simplified underwriting under a last survivor
Policy, both Insureds must meet the simplified underwriting standards.
3. For a last survivor Policy to be reinstated, both Insureds must be
alive on the date of reinstatement.
4. The Policy provisions regarding misstatement of age or sex, suicide
and incontestability apply to either Insured.
5. Additional tax disclosures applicable to last survivor Policies are
provided in "Federal Tax Considerations."
<PAGE>
34
OTHER MATTERS
VOTING RIGHTS
In accordance with its interpretation of presently applicable law, Royal will
vote the shares of the Funds at regular and special meetings of the
shareholders of the Funds in accordance with instructions from Policy Owners
(or the assignee of the Policy, as the case may be) having a voting interest
in the Separate Account. The number of shares held in the Separate Account
which are attributable to each Policy Owner is determined by dividing the
Policy Owner's interest in each Sub-Account by the net asset value of the
applicable shares of the Funds. Royal will vote shares for which no
instructions have been given and shares which are not attributable to Policy
Owners (I.E., shares owned by Royal) in the same proportion as it votes
shares for which it has received instructions. However, if the Investment
Company Act of 1940 or any rule promulgated thereunder should be amended, or
if Royal's present interpretation should change and, as a result, Royal
determines it is permitted to vote the shares of the Funds in its own right,
it may elect to do so.
The voting interests of the Policy Owner (or the assignee) in the Funds will
be determined as follows: Policy Owners may cast one vote for each full or
fractional Accumulation Unit owned under the Policy and allocated to a
Sub-Account, the assets of which are invested in the particular Fund on the
record date for the shareholder meeting for that Fund. If, however, a Policy
Owner has taken a loan secured by the Policy, amounts transferred from the
Sub-Account(s) to the Loan Account in connection with the loan (see "Policy
Benefits and Rights -- Policy Loans.") will not be considered in determining
the voting interests of the Policy Owner. Policy Owners should review the
Funds prospectus accompanying this Prospectus to determine matters on which
shareholders may vote.
Royal may, when required by state insurance regulatory authorities, disregard
Policy Owners' voting instructions if such instructions require that the
shares be voted so as to cause a change in the sub-classification or
investment objective of one or more of the Funds or to approve or disapprove
an investment advisory Policy for the Funds.
In addition, Royal itself may disregard Policy Owners' voting instructions in
favor of changes initiated by a Policy Owner in the investment policy or the
investment adviser of the Funds if Royal reasonably disapproves of such
changes. A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities. If
Royal does disregard voting instructions, a summary of that action and the
reasons for such action will be included in the next periodic report to
Policy Owners.
STATEMENTS
Royal will maintain all records relating to the Separate Account and the
Sub-Accounts. At least once each Policy Year, Royal will send you a
statement showing the Coverage Amount and the Account Value of the Policy
(indicating the number of Accumulation Units credited to the Policy in each
Sub-Account and the corresponding Accumulation Unit Value) and any
outstanding loan secured by the Policy as of the date of the statement. The
statement will also show premium paid, and Deduction Amounts under the Policy
since the last statement, and any other information required by any
applicable law or regulation.
<PAGE>
35
LIMIT ON RIGHT TO CONTEST
Royal may not contest the validity of the Policy after it has been in force
during the Insured's lifetime for two years from the Issue Date. If the
Policy is reinstated, the two-year period is measured from the date of
reinstatement. Any increase in the Coverage Amount as a result of a premium
payment is contestable for two years from its effective date. In addition,
if the Insured commits suicide in the two year period, or such period as
specified in state law, the benefit payable will be limited to the Account
Value less any Indebtedness.
MISSTATEMENT AS TO AGE AND SEX
If the age or sex of the Insured is incorrectly stated, the Death Benefit
will be appropriately adjusted as specified in the Policy.
SETTLEMENT PROVISIONS
The surrender proceeds or Death Proceeds under the Policies may be paid in a
lump sum or may be applied to one of Royal's payment options. The minimum
amount that may be applied under a settlement option is $5,000, unless Royal
consents to a lesser amount. UNDER PAYMENT OPTIONS 2, 3 AND 4, NO SURRENDER
OR PARTIAL SURRENDERS ARE PERMITTED AFTER PAYMENTS COMMENCE. FULL SURRENDER
OR PARTIAL SURRENDERS MAY BE MADE FROM PAYMENT OPTION 1 OR OPTION 6. ONLY A
FULL SURRENDER IS ALLOWED FROM PAYMENT OPTION 5.
Royal will pay interest of at least 3 1/2% per year on the Death Proceeds
from the date of the Insured's death to the date payment is made or a payment
option is elected. At such times, the proceeds are not subject to the
investment experience of the Separate Account.
The following options are available under the Policies (Royal may offer other
payment options):
Option 1: Interest Income
This option offers payments of interest, at the rate Royal declares, on the
amount applied under his option. The interest rate will never be less than 3
1/2% per year.
Option 2: Life Annuity
A life annuity is an annuity payable during the lifetime of the payee and
terminating with the last payment preceding the death of the payee. This
option offers the largest payment amount of any of the life annuity options,
since there is no guarantee of a minimum number of payments nor a provision
for a death benefit payable to a beneficiary.
<PAGE>
36
It would be possible under this option for a payee to receive only one
annuity payment if he died prior to the due date of the second annuity
payment, two annuity payments if he died before the date of the third annuity
payment, etc.
Option 3: Life Annuity with 120, 180 or 240 Monthly Payments Certain
This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180
or 240 months, as elected. If, at the death of the payee, payments have been
made for less than the minimum elected number of months, then the present
value (as of the date of the payee's death) of any remaining guaranteed
payments will be paid in one sum to the beneficiary or beneficiaries
designated, unless other provisions have been made and approved by Royal.
Option 4: Joint and Last Survivor Annuity
An annuity payable monthly during the joint lifetime of the payee and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Royal, the payee may elect that the
payment to the survivor be less than the payment made during the joint
lifetime of the payee and a designated second person.
It would be possible under this option for a payee and designated second
person to receive only one payment in the event of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.
Option 5: Payments for a Designated Period
An amount payable monthly for the number of years selected, which may be from
five to 30 years. Under this option, you may, at any time, request a full
surrender and receive, within seven days, the termination value of the Policy
as determined by Royal.
In the event of the payee's death prior to the end of the designated period,
the present value (as of the date of the payee's death) of any remaining
guaranteed payments will be paid in one sum to the beneficiary or
beneficiaries designated unless other provisions have been made and approved
by Royal.
Option 5 is an option that does not involve life contingencies.
Option 6: Policy Proceeds Settlement Option
Proceeds from the Death Benefit left with Royal. These proceeds will remain
in the Sub-Accounts to which they were allocated at the time of death, unless
the beneficiary elects to reallocate them.
<PAGE>
37
Full or partial surrenders may be made at any time.
VARIABLE AND FIXED ANNUITY PAYMENTS: When an Annuity is effected, unless
otherwise specified, the surrender proceeds or Death Proceeds held in the
Sub-Accounts will be applied to provide a variable annuity based on the pro
rata amount in the various Sub-Accounts. Fixed annuities options are also
available. YOU SHOULD CONSIDER WHETHER THE ALLOCATION OF PROCEEDS AMONG
SUB-ACCOUNTS OF THE SEPARATE ACCOUNT FOR YOUR ANNUITY PAYMENTS ARE BASED ON
THE INVESTMENT ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS.
VARIABLE ANNUITY: The Policy contains tables indicating the minimum dollar
amount of the first monthly payment under the optional variable forms of
annuity for each $1,000 of value of a Sub-Account. The first monthly payment
varies according to the form and type of variable payment annuity selected.
The Policy contains variable payment annuity tables derived from the 1983(a)
Individual Annuity Mortality Table, with ages set back one year and with an
assumed investment rate ("A.I.R.") of 5% per annum. The total first monthly
variable annuity payment is determined by multiplying the proceeds value
(expressed in thousands of dollars) of a Sub-Account by the amount of the
first monthly payment per $1,000 of value obtained from the tables in the
Policy.
The amount of the first monthly variable annuity payment is divided by the
value of an annuity unit (an accounting unit of measure used to calculate the
value of annuity payments) for the appropriate Sub-Account no earlier than
the close of business on the fifth Valuation Day preceding the day on which
the payment is due in order to determine the number of annuity units
represented by the first payment. This number of annuity units remains fixed
during the annuity payment period and in each subsequent month the dollar
amount of the variable annuity payment is determined by multiplying this
fixed number of annuity units by the current annuity unit value.
LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR
DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R.
FIXED ANNUITY: Fixed annuity payments are determined by multiplying the
amount applied to the annuity by a rate (to be determined by Royal) which is
no less than the rate specified in the fixed payment annuity tables in the
Policy. The annuity payment will remain level for the duration of the
annuity.
Royal will make any other arrangements for income payments as may be agreed
on.
BENEFICIARY
You name the beneficiary in the application for the Policy. You may change
the beneficiary (unless irrevocably named) during the Insured's lifetime by
written request to us. If no beneficiary is living
<PAGE>
38
when the Insured dies, the Death Proceeds will be paid to you if living;
otherwise to your estate.
ASSIGNMENT
The Policy may be assigned as collateral for a loan or other obligation.
Royal is not responsible for any payment made or action taken before receipt
of written notice of such assignment. Proof of interest must be filed with
any claim under a collateral assignment.
DIVIDENDS
No dividends will be paid under the Policies.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
OTHER BUSINESS PROFESSION,
POSITION WITH ROYAL, VOCATION OR EMPLOYMENT FOR
NAME, AGE YEAR OF ELECTION PAST FIVE YEARS; OTHER
DIRECTORSHIPS
- -------------------------------------------------------------------------------
<S> <C> <C>
Gregory A. Boyko, 47 Senior Vice President, Vice President and
1998 Controller (1995-1997),
Treasurer Hartford Life Insurance
Director Company ("Hartford");
Director (1997-Present);
Senior Vice President
(1997-Present), Chief
Financial Officer &
Treasurer (1997-1998); Vice
President & Controller
(1995-1997), Hartford Life
and Accident Insurance
Company; Senior Vice
President, Chief Financial
Officer & Treasurer (1997-
Present), Hartford Life,
Inc.; Chief Financial
Officer (1994-1995), IMG
American Life; Senior Vice
President (1992-1994),
Connecticut Mutual Life
Insurance Company.
- -------------------------------------------------------------------------------
Lynda Godkin, 44 Senior Vice President, Associate General Counsel
1998 (1995-1996); Assistant
Corporate Secretary General Counsel and
Director Secretary (1994-1995);
Counsel (1990-1994),
Hartford; Director (1997-
Present); Senior Vice
President (1997-Present);
General Counsel (1996-
Present); Corporate
Secretary (1995-Present);
Associate General Counsel
(1995-1996); Assistant
General Counsel and
Secretary (1994-1995);
Counsel (1990-1994),
Hartford Life and Accident
Insurance Company; Vice
President and General
Counsel (1997 - Present),
Hartford Life, Inc.
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
39
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------
Thomas M. Marra, 39 Director, 1998 Senior Vice President
(1994-1995); Vice President
(1989-1994); Actuary (1987-
1995), Hartford; Director
(1994-Present); Executive
Vice President (1995-
Present); Senior Vice
President (1994-1995);
Director, Individual Life
and Annuity Division (1994-
Present); Actuary (1987-
1997), Hartford Life and
Accident Insurance Company;
Executive Vice President,
Individual Life and
Annuities (1997-Present),
Hartford Life, Inc.
- -------------------------------------------------------------------------------
Charles F. Shabunia, 51 Vice President, 1998 Assistant Vice President,
Controller Hartford (1987-Present)
- -------------------------------------------------------------------------------
Lowndes A. Smith, 58 President, 1998 Chief Operating Officer
Director (1989-1997), Hartford;
Director (1981-Present);
President (1989-Present);
Chief Executive Officer
(1997-Present); Chief
Operating Officer (1989-
1997), Hartford Life and
Accident Insurance Company;
Chief Executive Officer and
President and Director
(1997-Present), Hartford
Life, Inc.
- -------------------------------------------------------------------------------
Raymond P. Welnicki, 49 Director, 1998 Vice President (1993-1994),
Hartford; Director (1994-
Present); Senior Vice
President (1995-Present);
Director, Employee Benefit
Division (1997-Present);
Vice President (1993-1995),
Hartford Life and Accident
Insurance Company; Senior
Vice President, Employee
Benefits (1997-Present),
Hartford Life, Inc.; Board
of Directors, Ethix Corp.
- -------------------------------------------------------------------------------
Lizabeth Zlatkus, 39 Director, 1998 Vice President (1994-1997);
Assistant Vice President
(1992-1994), Hartford;
Director (1994-Present);
Senior Vice President
(1997-Present); Vice
President (1994-1997);
Assistant Vice President
(1992-1994), Hartford Life
and Accident Insurance
Company; Vice President,
Group Life and Disability
(1997-Present), Hartford
Life, Inc.
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
40
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------
Craig R. Raymond, 37 Senior Vice President, Vice President (1993-1997);
1998 Assistant Vice President
Chief Actuary (1992-1993); Actuary (1990-
1994), Hartford; Senior
Vice President (1997-
Present); Chief Actuary
(1995-Present); Vice
President (1993-1997);
Actuary (1990-1995),
Hartford Life and Accident
Insurance Company; Vice
President and Chief Actuary
(1997-Present), Hartford
Life, Inc.
- -------------------------------------------------------------------------------
</TABLE>
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
- ------------------------------
* Denotes date of election to Board of Directors.
** The Hartford Financial Services Group, Inc. Affiliated Company
HOW WE SELL OUR POLICY
- ----------------------
Royal intends to sell the Policies in all jurisdictions where it is licensed
to do business. The Policies will be sold by life insurance sales
representatives who represent Royal and who are registered representatives of
Hartford Securities Distribution Company, Inc. ("HSD") or certain other
independent, registered broker-dealers. Any sales representative or employee
will have been qualified to sell variable life insurance Policies under
applicable federal and state laws. Each broker-dealer is registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
and all are members of the National Association of Securities Dealers, Inc.
HSD serves as Principal Underwriter for the securities issued with respect to
the Separate Account. HSD is an affiliate of Royal. The principal business
address of HSD is the same as that of Royal.
<TABLE>
<CAPTION>
The following table shows officers and directors of HSD:
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION AND OFFICES
<S> <C>
Lowndes A. Smith President and Chief Executive Officer, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
</TABLE>
The maximum sales commission payable to Royal agents, independent registered
insurance brokers, and other registered broker-dealers is 7.0% of initial and
subsequent premiums.
Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation. Compensation is generally based on premium
payments made by policyholders or contract owners. This compensation is
usually paid from the sales charges described in this Prospectus.
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Royal may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Royal out
of their own assets and will not effect the amounts paid by the policyholders
or contract owners to purchase, hold or surrender variable insurance products.
Royal may provide information on various topics to you and prospective Policy
Owners in advertising, sales literature or other materials. These topics may
include the relationship between sectors of the economy and the economy as a
whole and its effect on various securities markets,
<PAGE>
41
investment strategies and techniques (such as value investing, dollar cost
averaging and asset allocation), the advantages and disadvantages of
investing in tax-advantaged and taxable instruments, customer profiles and
hypothetical purchase scenarios, financial management and tax and retirement
planning, and variable annuities and other investment alternatives, including
comparisons between the Policies and the characteristics of, and market for,
such alternatives.
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
- --------------------------------------------
The assets of the Separate Account are held by Royal. The assets of the
Separate Account are kept physically segregated and held separate and apart
from the General Account of Royal. Royal maintains records of all purchases
and redemptions of shares of the Fund. Additional protection for the assets
of the Separate Account is afforded by Royal's blanket fidelity bond, issued
by Aetna Casualty and Surety Company, in the aggregate of $50 million,
covering all of the officers and employees of Royal.
<PAGE>
42
FEDERAL TAX CONSIDERATIONS
--------------------------
GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE POLICY OWNER INVOLVED, LEGAL AND TAX ADVICE MAY
BE NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF
A POLICY DESCRIBED HEREIN.
It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Policies cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. This
discussion of federal tax considerations is based upon Royal's understanding
of existing Federal income tax laws as they are currently interpreted.
TAXATION OF ROYAL AND THE SEPARATE ACCOUNT
The Separate Account is taxed as a part of Royal which is taxed as a life
insurance company under Subchapter L of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as
a "regulated investment company" under Subchapter M of the Code. Investment
income and realized capital gains on the assets of the Separate Account (the
underlying Funds) are reinvested and are taken into account in determining
the value of the Accumulation Units (see "Policy Benefits and Right - Account
Value"). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Policy.
ROYAL does not expect to incur any federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon this
expectation, no charge is currently being made to the Separate Account for
federal income taxes. If Royal incurs income taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may
assess a charge for such taxes against the Separate Account.
INCOME TAXATION OF POLICY BENEFITS
For federal income tax purposes, the Policies should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under
a life insurance contract is generally excluded from the gross income of the
beneficiary. Also, a life insurance Policy Owner is generally not taxed on
increments in the contract value until the Policy is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested
in a Policy that is treated as life insurance. Royal intends to monitor
premium levels to assure compliance with the Section 7702 requirements.
<PAGE>
43
During the first fifteen Policy Years, an "income first" rule generally
applies to distributions of cash required to be made under Code Section 7702
because of a reduction in benefits under the Policy.
The Maturity Date Extension Rider allows a Policy Owner to extend the
Maturity Date to the date of the Insured's death. If the Maturity Date of
the Policy is extended by rider, Royal believes that the Policy will continue
to be treated as a life insurance contract for federal income tax purposes
after the scheduled Maturity Date. However, due to the lack of specific
guidance on this issue, the result is not certain. If the Policy is not
treated as a life insurance contract for federal income tax purposes after
the scheduled Maturity Date, among other things, the Death Proceeds may be
taxable to the recipient. The Policy Owner should consult a qualified tax
adviser regarding the possible adverse tax consequences resulting from an
extension of the scheduled Maturity Date.
LAST SURVIVOR POLICIES
Although Royal believes that the last survivor Policies are in compliance
with Section 7702 of the Code, the manner in which Section 7702 should be
applied to certain features of a joint survivorship life insurance contract
is not directly addressed by Section 7702. In the absence of final
regulations or other guidance issued under Section 7702, there is necessarily
some uncertainty whether a last survivor Contract will meet the Section 7702
definition of a life insurance contract.
MODIFIED ENDOWMENT CONTRACTS
A life insurance contract is treated as a "modified endowment contract" under
Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay
test provides that premiums cannot be paid at a rate more rapidly than that
allowed by the payment of seven annual premiums using specified computational
rules provided in Section 7702A(c). The large single premium permitted under
the Policy does not meet the specified computational rules for the "seven-pay
test" under Section 7702A(c). Therefore, the Policy will generally be
treated as a modified endowment contract for federal income tax purposes.
However, an exchange under Section 1035 of the Code of a life insurance
contract issued before June 21, 1988 will not cause the new Policy to be
treated as a modified endowment contract if no additional premiums are paid
and there is no change in the death benefit as the result of the exchange.
A contract that is classified as modified endowment contract is generally
eligible for the beneficial tax treatment accorded to life insurance. That
is, the death benefit is excluded from income and increments in value are not
subject to current taxation. However, loans, distributions or other amounts
received from a modified endowment contract during the life of the Insured
will be taxed to the extent of any accumulated income in the contract
(generally, the excess of account value over premiums paid). Amounts that
are taxable withdrawals will be subject to a 10% additional tax, with certain
exceptions.
<PAGE>
44
All modified endowment contracts that are issued within any calendar year to
the same Policy Owner by one company or its affiliates shall be treated as
one modified endowment contract in determining the taxable portion of any
loan or distributions.
ESTATE AND GENERATION SKIPPING TAXES
When the Insured dies, the Death Proceeds will generally be includible in the
Policy Owner's estate for purposes of federal estate tax if the last
surviving Insured owned the Policy. If the Policy Owner was not the last
surviving Insured, the fair market value of the Policy would be included in
the Policy Owner's estate upon the Policy Owner's death. Nothing would be
includible in the last surviving Insured's estate if he or she neither
retained incidents of ownership at death nor had given up ownership within
three years before death.
The federal estate tax is integrated with the federal gift tax under a
unified rate schedule and unified credit which shelters up to $650,000 (1999)
from the estate and gift tax. The Taxpayer Relief Act of 1997 gradually
raises the credit over the next seven years to $1,000,000. In addition, an
unlimited marital deduction may be available for federal estate and gift tax
purposes. The unlimited marital deduction permits the deferral of taxes until
the death of the surviving spouse (when the Death Proceeds would be available
to pay taxes due and other expenses incurred).
If the Policy Owner (whether or not he or she is an Insured) transfers
ownership of the Policy to someone two or more generations younger, the
transfer may be subject to the generation-skipping transfer tax, the taxable
amount being the value of the Policy. The generation-skipping transfer tax
provisions generally apply to transfers which would be subject to the gift
and estate tax rules. Individuals are generally allowed an aggregate
generation skipping transfer exemption of $1 million as adjusted for
inflation. Because these rules are complex, the Policy Owner should consult
with a qualified tax adviser for specific information if ownership is passing
to younger generations.
DIVERSIFICATION REQUIREMENTS
Section 817 of the Code provides that a variable life insurance contract
(other than a pension plan policy) will not be treated as a life insurance
contract for any period during which the investments made by the separate
account or underlying fund are not adequately diversified in accordance with
regulations prescribed by the Treasury Department. If a Policy is not treated
as a life insurance contract, the Policy Owner will be subject to income tax
on the annual increases in cash value.
The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of
the total assets of the segregated asset account underlying a variable
contract is represented by any one investment, no more than 70% is
represented by any two investments, no more than 80% is represented by any
three investments, and no more than 90% is represented by any four
investments. In determining whether the diversification standards are met,
all securities of the same issuer, all interests in the same real
<PAGE>
45
property project, and all interests in the same commodity are each treated as
a single investment. In addition, in the case of government securities, each
government agency or instrumentality shall be treated as a separate issuer.
A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of policy income on an ongoing basis. However, either the company
or the Policy Owner must agree to pay the tax due for the period during which
the diversification requirements were not met.
Royal monitors the diversification of investments in the separate accounts
and tests for diversification as required by the Code. Royal intends to
administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must
be considered to be owned by the insurance company and not by the variable
contract owner. The Internal Revenue Service ("IRS") has issued several
rulings which discuss investor control. The IRS has ruled that certain
incidents of ownership by the contract owner, such as the ability to select
and control investments in a separate account, will cause the contract owner
to be treated as the owner of the assets for tax purposes. Further, in the
explanation to the temporary Section 817 diversification regulations, the
Treasury Department noted that the temporary regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders
may direct their investments to particular sub-accounts without being treated
as the owners of the underlying assets. Guidance on this and other issues
will be provided in regulations or revenue rulings under section 817(d),
relating to the definition of variable contract." The final regulations
issued under Section 817 did not provide guidance regarding investor control,
and as of the date of this Prospectus, no other such guidance has been
issued. Further, Royal does not know if or in what form such guidance will
be issued. In addition, although regulations are generally issued with
prospective effect, it is possible that regulations may be issued with
retroactive effect. Due to the lack of specific guidance regarding the issue
of investor control, there is necessarily some uncertainty regarding whether
a Policy Owner could be considered the owner of the assets for tax purposes.
Royal reserves the right to modify the contracts, as necessary, to prevent
Policy Owners from being considered the owners of the assets in the separate
accounts.
<PAGE>
46
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
On January 26, 1996, the IRS released a technical advice memorandum ("TAM")
on the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides
advice as to the internal revenue laws, regulations, and related statutes
with respect to a specific set of facts and a specific taxpayer. In the TAM,
among other things, the IRS concluded that an employee was subject to current
taxation on the excess of the cash surrender value of the policy over the
premiums to be returned to the employer. Purchasers of life insurance
policies to be used in split dollar arrangements are strongly advised to
consult with a qualified tax adviser to determine the tax treatment resulting
from such an arrangement.
FEDERAL INCOME TAX WITHHOLDING
If any amounts are deemed to be current taxable income to the Policy Owner,
such amounts will be subject to federal income tax withholding and reporting,
pursuant to the Code.
NON-INDIVIDUAL OWNERSHIP OF POLICIES
In certain circumstances, the Code limits the application of specific tax
advantages to individual owners of life insurance contracts. Prospective
Policy Owners which are not individuals should consult a qualified tax
adviser to determine the potential impact on the purchaser.
OTHER
Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or beneficiary. A tax adviser should be
consulted to determine the impact of these taxes.
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The discussion above provides general information regarding U.S. federal
income tax consequences to life insurance purchasers that are U.S. citizens
or residents. Purchasers that are not U.S. citizens or residents will
generally be subject to U.S. federal income tax and withholding on taxable
distributions from life insurance policies at a 30% rate, unless a lower
treaty rate applies. In addition, purchasers may be subject to state and/or
municipal taxes and taxes that may be imposed by the purchaser's country of
citizenship or residence. Prospective purchasers are advised to consult with
a qualified tax adviser regarding U.S. state, and foreign taxation with
respect to a life insurance policy purchase.
LEGAL PROCEEDINGS
-----------------
There are no material legal proceedings pending to which the Separate Account
is a party.
<PAGE>
47
LEGAL MATTERS
-------------
Legal matters in connection with the issue and sale of flexible premium
variable life insurance Policies described in this Prospectus and the
organization of Royal, its authority to issue the Policies under Connecticut
law and the validity of the forms of the Policies under Connecticut law and
legal matters relating to the federal securities and income tax laws have
been passed on by Lynda Godkin, Senior Vice President, General Counsel and
Corporate Secretary of Royal.
YEAR 2000
---------
Many existing computer programs were originally designed without considering
the impact of the year 2000 and currently use only two digits to identify the
year in the date field. Therefore, on January 1, 2000, unless the software
is corrected or replaced, most computers with time-sensitive software
programs will read the "00" to be the year "1900." This issue affects nearly
all companies and organizations and could cause computer applications and
systems to fail or create erroneous results for any transaction with a date
of January 1, 2000 or later.
As a result, many companies must undertake major projects to address the year
2000 issue and each company's costs and uncertainties will depend on a number
of factors, including its software and hardware and the nature of the
industry. Companies must also coordinate with other entities with which they
electronically interact, including investment advisers, brokers, transfer
agents, customers, creditors and other financial services institutions.
In 1988, Royal's ultimate parent company, Hartford Financial Services Group,
Inc. ("Hartford"), recognized the importance of the year 2000 problem and the
potential material adverse consequences it could have on its business and
clients. By 1990, Hartford was addressing this problem with the aim of
making its computer systems Year 2000 compliant by December 31, 1998.
Hartford has replaced many of its older systems with new, state-of-the-art
systems that are Year 2000 compliant. Currently, many of its legacy systems
are already processing "2000" dates. Costs associated with these changes
have been expensed by the company annually as they are incurred to avoid a
significant financial impact to the company in any one year or in the future.
Such amounts have not been and are not expected to be material to the
company's business, operations or financial condition.
Royal, (through Hartford), is monitoring how other companies with which it
does business are responding to the year 2000 problem through surveys,
regular mailings. In addition, it is in the process of developing a
comprehensive contingency plan. This plan will be fundamental if Royal or a
company with which it conducts business experiences year 2000 difficulties
after December 31, 1999. The failure by Royal or one its suppliers of
financial services to achieve timely and complete compliance could have a
material adverse effect on Royal's ability to conduct its business, including
its ability to accurately and timely respond to customers' surrender and
annuitization requests.
<PAGE>
48
EXPERTS
-------
The audited financial statements included in this registration statement have
been audited by PricewaterhouseCoopers LLP, independent public accountants,
as indicated in their report with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in giving said
reports. The principal business address of PricewaterhouseCoopers LLP, is 400
Renaissance Center, Detroit, Michigan 48243-1507.
The hypothetical Policy illustrations included in this Prospectus and the
registration statement with respect to the Separate Account have been
approved by Michael Winterfield, FSA, MAAA, Assistant Vice President and
Director, Individual Annuity Product Management, for ROYAL, and are included
in reliance upon his opinion as to their reasonableness.
REGISTRATION STATEMENT
----------------------
A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does
not contain all information set forth in the registration statement, its
amendments and exhibits, to all of which reference is made for further
information concerning the Separate Account, the Funds, Royal, and the
Policies.
<PAGE>
49
APPENDIX A
SPECIAL INFORMATION FOR POLICIES PURCHASED IN NEW YORK
If the Policy is purchased in the State of New York, the following provisions
of the Prospectus are amended as follows:
In the Special Terms subsection of the Prospectus, the definition of Account
Value is deleted and the following definition is substituted:
Account Value: The current value of Accumulation Units plus the value
of the Loan Account under the Policy. In the case of a Policy Owner who
purchases the Policy in the State of New York (the "New York Policy Owner")
and who elects to transfer into the Fixed Account, Account Value is the
current value of the Fixed Account plus the value of the Loan Account under
the Policy.
The following definition is added:
Fixed Account: Part of the General Account of Royal to which a New York
Policy Owner may allocate the entire Account Value.
The definition of Loan Account is deleted and the following definition is
substituted:
Loan Account: An account in Royal's General Account, established for
any amounts transferred from the Sub-Accounts or, if a New York Policy Owner,
from the Fixed Account for requested loans. The Loan Account credits a fixed
rate of interest of 4% per annum that is not based on the investment
experience of the Separate Account.
The following is added to the Prospectus as a separate section following the
section entitled "The Separate Account":
THE FIXED ACCOUNT
THAT PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS
THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE
1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN
REVIEWED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE
FOLLOWING DISCLOSURE ABOUT THE
<PAGE>
50
FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.
Under the circumstances described under the heading "Transfer of Entire
Account Value to the Fixed Account," New York Policy Owners may transfer no
less than the entire Account Value to the Fixed Account. Account Value
transferred to the Fixed Account becomes part of the general assets of Royal.
Royal invests the assets of the General Account in accordance with
applicable laws governing the investment of insurance company general
accounts.
Royal currently credits interest to the Account Value transferred to the
Fixed Account under the Policy at the Minimum Credited Rate of 3% per year,
compounded annually. Royal reserves the right to credit a lower minimum
interest rate according to state law. Royal may also credit interest at
rates greater than the minimum Fixed Account interest rate. There is no
specific formula for determining the interest credited to the Account Value
in the Fixed Account.
The following language is added to the section of the Prospectus entitled
"Deductions and Charges -- Administrative Charges":
No Administrative Charge is deducted from Account Value in the Fixed
Account.
The following language is added to the section of the Prospectus entitled
"Deductions and Charges -- Mortality and Expense Risk Charge":
No Mortality and Expense Risk Charge is deducted from Account Value in
the Fixed Account.
The following separate sections are added to the section of the Prospectus
entitled "Policy Benefits":
TRANSFER OF ENTIRE ACCOUNT VALUE TO THE FIXED ACCOUNT
New York Policy Owners may transfer no less than the entire Account Value
into the Fixed Account under the following circumstances: (i) during the
first 18 months following the Date of Issue, (ii) within 30 days following a
Policy Anniversary, or (iii) within 60 days following the effective date of a
material change in the investment policy of the Separate Account which the
New York Policy Owner objects to.
A TRANSFER TO THE FIXED ACCOUNT MUST BE FOR THE ENTIRE ACCOUNT VALUE AND ONCE
THE ACCOUNT VALUE HAS BEEN TRANSFERRED TO THE FIXED ACCOUNT, IT MAY NOT,
UNDER ANY CIRCUMSTANCES, BE TRANSFERRED BACK TO THE SEPARATE ACCOUNT.
<PAGE>
51
For New York Policy Owners who elect to invest in the Fixed Account, Royal
will transfer the entire Account Value from the Separate Account to the Fixed
Account on the Monthly Activity Date next following the date on which Royal
received the transfer request. The Account Value in the Fixed Account on the
date of transfer equals the entire Account Value; plus the value of the Loan
Account; minus the Monthly Deduction Amount applicable to the Fixed Account
and minus the Annual Maintenance Fee, if applicable. On each subsequent
Monthly Activity Date, the Account Value in the Fixed Account equals the
Account Value on the previous Monthly Activity Date; plus any premiums
received since the last Monthly Activity Date; plus interest credited since
the last Monthly Activity Date; minus the Monthly Deduction Amount applicable
to the Fixed Account; minus any partial surrenders taken since the last
Monthly Activity Date and minus any Surrender Charges deducted since the last
Monthly Deduction Date. On each Valuation Date (other than a Monthly
Activity Date), the Account Value of the Fixed Account equals the Account
Value on the previous Monthly Activity Date; plus any premiums received since
the last Monthly Activity Date; plus any interest credited since the last
Monthly Activity Date; minus any partial surrenders taken since the last
Monthly Activity Date and minus any Surrender Charges deducted since the last
Monthly Activity Date.
DEFERRED PAYMENTS
Royal reserves the right to defer payment of any Cash Surrender Values and
loan amounts which are attributable to the Fixed Account for up to six months
from the date of request. If payment is deferred for more than ten days,
Royal will pay interest at the Fixed Account Minimum Credited Interest Rate.
<PAGE>
52
APPENDIX B
ILLUSTRATIONS OF BENEFITS
The tables in Appendix B illustrate the way in which a Policy operates. They
show how the death benefit and surrender value could vary over an extended
period of time assuming hypothetical gross rates of return equal to constant
after tax annual rates of 0%, 6% and 12%. The tables are based on an initial
premium of $10,000. A male age 45, a female age 55 and a male age 65 with
Face Amounts of $44,053, $34,014 and $20,001, respectively, are illustrated
for the single life preferred Policy for both Policy Owner Option 1 and
Policy Owner Option 2. The illustrations for the last survivor preferred
Policy assume male and female of equal ages, including age 55 and 65 for Face
Amounts of $45,872 and $28,491.
The death benefit and surrender value for a Policy would be different from
those shown if the rates of return averaged 0%, 6% and 12% over a period of
years, but also fluctuated above or below those averages for individual
Policy Years. They would also differ if any Policy loan were made during the
period of time illustrated.
The tables reflect the deductions of current Policy charges for Policy Owner
Option 1 and Policy Owner Option 2 and guaranteed Policy charges for a single
gross interest rate. The death benefits and surrender values would change if
the current cost of insurance charges change.
The amounts shown for the death benefit and surrender value as of the end of
each Policy Year take into account an average daily charge equal to an annual
charge of 0.60% of the average daily net assets of the Funds for investment
advisory and administrative services fees. The gross annual investment
return rates of 0%, 6% and 12% on the Fund's assets are equal to net annual
investment return rates (net of the annual charge of 0.60% described above)
of -0.60%, 5.40% and 11.40%, respectively.
The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the Separate Account in the future. In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have
to earn a sufficient amount in excess of 0% or 6% or 12% to cover any tax
charges (see "Deductions and Charges -- Taxes Charged Against the Separate
Account").
The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if the initial premium was invested to earn interest, after
taxes of 5% per year, compounded annually.
Royal will furnish upon request, a comparable illustration reflecting the
proposed Insureds age, risk classification, Face Amount or initial premium
requested, and reflecting guaranteed cost of insurance rates. Royal will
also furnish an additional similar illustration reflecting current cost of
insurance rates which may be less than, but never greater than, the
guaranteed cost of insurance rates.
<PAGE>
53
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,897 9,872 44,053 10,816 9,792 44,053
2 11,025 11,843 10,826 44,053 11,669 10,655 44,053
3 11,576 12,872 11,867 44,053 12,596 11,596 44,053
4 12,155 13,995 13,155 44,053 13,605 12,771 44,053
5 12,763 15,218 14,398 44,053 14,704 13,890 44,053
6 13,401 16,551 15,955 44,053 15,900 15,311 44,053
7 14,071 18,003 17,438 44,053 17,204 16,645 44,053
8 14,775 19,586 19,258 44,053 18,625 18,302 44,053
9 15,513 21,311 21,028 44,053 20,176 19,896 44,053
10 16,289 23,191 23,161 44,053 21,870 21,840 44,053
11 17,103 25,442 25,412 44,053 23,917 23,887 44,053
12 17,959 27,915 27,885 44,053 26,182 26,152 44,053
13 18,856 30,641 30,611 44,053 28,695 28,665 44,053
14 19,799 33,663 33,633 46,454 31,490 31,460 44,053
15 20,789 36,997 36,967 49,575 34,598 34,568 46,360
16 21,829 40,670 40,640 52,870 38,030 38,000 49,439
17 22,920 44,704 44,674 57,220 41,801 41,771 53,504
18 24,066 49,134 49,104 61,908 45,941 45,911 57,885
19 25,270 53,999 53,999 66,959 50,488 50,488 62,605
20 26,533 59,377 59,377 72,439 55,516 55,516 67,729
25 33,864 95,181 95,181 110,409 88,983 88,983 103,220
35 55,160 244,173 244,173 258,822 228,122 228,122 241,809
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
54
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,310 9,298 44,053 10,228 9,218 44,053
2 11,025 10,600 9,608 44,053 10,423 9,434 44,053
3 11,576 10,898 9,927 44,053 10,613 9,647 44,053
4 12,155 11,205 10,407 44,053 10,797 10,005 44,053
5 12,763 11,522 10,748 44,053 10,973 10,206 44,053
6 13,401 11,848 11,300 44,053 11,140 10,599 44,053
7 14,071 12,185 11,664 44,053 11,295 10,780 44,053
8 14,775 12,533 12,240 44,053 11,434 11,147 44,053
9 15,513 12,891 12,628 44,053 11,553 11,295 44,053
10 16,289 13,260 13,230 44,053 11,650 11,620 44,053
11 17,103 13,750 13,720 44,053 11,815 11,785 44,053
12 17,959 14,260 14,230 44,053 11,955 11,925 44,053
13 18,856 14,790 14,760 44,053 12,066 12,036 44,053
14 19,799 15,340 15,310 44,053 12,143 12,113 44,053
15 20,789 15,913 15,883 44,053 12,178 12,148 44,053
16 21,829 16,507 16,477 44,053 12,165 12,135 44,053
17 22,920 17,125 17,095 44,053 12,095 12,065 44,053
18 24,066 17,768 17,738 44,053 11,953 11,923 44,053
19 25,270 18,436 18,406 44,053 11,727 11,697 44,053
20 26,533 19,130 19,100 44,053 11,402 11,372 44,053
25 33,864 23,031 23,001 44,053 7,575 7,545 44,053
35 55,160 33,502 33,472 44,053 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
55
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,724 8,745 44,053 9,641 8,671 44,053
2 11,025 9,425 8,500 44,053 9,247 8,338 44,053
3 11,576 9,136 8,261 44,053 8,846 7,998 44,053
4 12,155 8,854 8,160 44,053 8,437 7,774 44,053
5 12,763 8,580 7,928 44,053 8,019 7,407 44,053
6 13,401 8,313 7,868 44,053 7,588 7,179 44,053
7 14,071 8,054 7,642 44,053 7,143 6,774 44,053
8 14,775 7,802 7,577 44,053 6,680 6,483 44,053
9 15,513 7,557 7,357 44,053 6,193 6,024 44,053
10 16,289 7,319 7,289 44,053 5,681 5,651 44,053
11 17,103 7,145 7,115 44,053 5,181 5,151 44,053
12 17,959 6,974 6,944 44,053 4,641 4,611 44,053
13 18,856 6,806 6,776 44,053 4,059 4,029 44,053
14 19,799 6,641 6,611 44,053 3,428 3,398 44,053
15 20,789 6,480 6,450 44,053 2,739 2,709 44,053
16 21,829 6,322 6,292 44,053 1,985 1,955 44,053
17 22,920 6,168 6,138 44,053 1,155 1,125 44,053
18 24,066 6,016 5,986 44,053 235 205 44,053
19 25,270 5,867 5,837 44,053 -- -- --
20 26,533 5,721 5,691 44,053 -- -- --
25 33,864 5,035 5,005 44,053 -- -- --
35 55,160 3,852 3,822 44,053 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
56
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,530 9,750 44,053 10,443 9,663 44,053
2 11,025 11,517 10,737 44,053 11,333 10,553 44,053
3 11,576 12,599 11,819 44,053 12,307 11,527 44,053
4 12,155 13,787 13,157 44,053 13,373 12,743 44,053
5 12,763 15,089 14,459 44,053 14,543 13,913 44,053
6 13,401 16,517 16,087 44,053 15,827 15,397 44,053
7 14,071 18,084 17,654 44,053 17,235 16,805 44,053
8 14,775 19,803 19,573 44,053 18,783 18,553 44,053
9 15,513 21,688 21,458 44,053 20,485 20,255 44,053
10 16,289 23,756 23,726 44,053 22,358 22,328 44,053
11 17,103 26,063 26,033 44,053 24,462 24,432 44,053
12 17,959 28,598 28,568 44,053 26,792 26,762 44,053
13 18,856 31,400 31,370 44,588 29,377 29,347 44,053
14 19,799 34,504 34,474 47,614 32,255 32,225 44,511
15 20,789 37,922 37,892 50,814 35,446 35,416 47,497
16 21,829 41,687 41,657 54,193 38,963 38,933 50,652
17 22,920 45,823 45,793 58,653 42,827 42,797 54,818
18 24,066 50,365 50,365 63,460 47,070 47,040 59,307
19 25,270 55,386 55,386 68,679 51,729 51,729 64,144
20 26,533 60,902 60,902 74,300 56,881 56,881 69,394
25 33,864 97,625 97,625 113,245 91,170 91,170 105,757
35 55,160 250,445 250,445 265,471 233,729 233,729 247,753
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
57
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,963 9,185 44,053 9,876 9,105 44,053
2 11,025 10,308 9,528 44,053 10,122 9,342 44,053
3 11,576 10,666 9,886 44,053 10,367 9,587 44,053
4 12,155 11,038 10,408 44,053 10,610 9,980 44,053
5 12,763 11,424 10,794 44,053 10,849 10,219 44,053
6 13,401 11,824 11,394 44,053 11,084 10,654 44,053
7 14,071 12,240 11,810 44,053 11,310 10,880 44,053
8 14,775 12,671 12,441 44,053 11,526 11,296 44,053
9 15,513 13,118 12,888 44,053 11,727 11,497 44,053
10 16,289 13,583 13,553 44,053 11,911 11,881 44,053
11 17,103 14,086 14,056 44,053 12,091 12,061 44,053
12 17,959 14,609 14,579 44,053 12,246 12,216 44,053
13 18,856 15,152 15,122 44,053 12,375 12,345 44,053
14 19,799 15,717 15,687 44,053 12,470 12,440 44,053
15 20,789 16,304 16,274 44,053 12,526 12,496 44,053
16 21,829 16,914 16,884 44,053 12,535 12,505 44,053
17 22,920 17,549 17,519 44,053 12,489 12,459 44,053
18 24,066 18,208 18,178 44,053 12,374 12,344 44,053
19 25,270 18,893 18,863 44,053 12,178 12,148 44,053
20 26,533 19,605 19,575 44,053 11,885 11,855 44,053
25 33,864 23,607 23,577 44,053 8,293 8,263 44,053
35 55,160 34,349 34,319 44,053 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
58
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 45 MALE PREFERRED
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,396 8,661 44,053 9,309 8,581 44,053
2 11,025 9,166 8,449 44,053 8,979 8,275 44,053
3 11,576 8,941 8,241 44,053 8,639 7,961 44,053
4 12,155 8,722 8,168 44,053 8,288 7,761 44,053
5 12,763 8,506 7,966 44,053 7,925 7,419 44,053
6 13,401 8,296 7,934 44,053 7,546 7,214 44,053
7 14,071 8,090 7,736 44,053 7,149 6,833 44,053
8 14,775 7,888 7,700 44,053 6,730 6,565 44,053
9 15,513 7,691 7,507 44,053 6,285 6,129 44,053
10 16,289 7,497 7,467 44,053 5,810 5,780 44,053
11 17,103 7,319 7,289 44,053 5,310 5,280 44,053
12 17,959 7,145 7,115 44,053 4,770 4,740 44,053
13 18,856 6,974 6,944 44,053 4,188 4,158 44,053
14 19,799 6,806 6,776 44,053 3,556 3,526 44,053
15 20,789 6,642 6,612 44,053 2,868 2,838 44,053
16 21,829 6,481 6,451 44,053 2,114 2,084 44,053
17 22,920 6,323 6,293 44,053 1,285 1,255 44,053
18 24,066 6,168 6,138 44,053 366 336 44,053
19 25,270 6,016 5,986 44,053 -- -- --
20 26,533 5,867 5,837 44,053 -- -- --
25 33,864 5,167 5,137 44,053 -- -- --
35 55,160 3,960 3,930 44,053 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
59
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,897 9,872 34,014 10,770 9,748 34,014
2 11,025 11,843 10,826 34,014 11,575 10,563 34,014
3 11,576 12,872 11,867 34,014 12,452 11,454 34,014
4 12,155 13,995 13,155 34,014 13,410 12,579 34,014
5 12,763 15,218 14,398 34,014 14,458 13,647 34,014
6 13,401 16,551 15,955 34,014 15,603 15,017 34,014
7 14,071 18,003 17,438 34,014 16,857 16,300 34,014
8 14,775 19,586 19,258 34,014 18,228 17,906 34,014
9 15,513 21,311 21,028 34,014 19,729 19,449 34,014
10 16,289 23,191 23,161 34,014 21,376 21,346 34,014
11 17,103 25,443 25,413 34,014 23,380 23,350 34,014
12 17,959 27,944 27,914 34,014 25,617 25,587 34,014
13 18,856 30,739 30,709 36,272 28,126 28,096 34,014
14 19,799 33,820 33,790 39,569 30,935 30,905 36,194
15 20,789 37,209 37,179 43,162 34,033 34,003 39,478
16 21,829 40,937 40,907 47,077 37,439 37,409 43,055
17 22,920 45,049 45,019 50,905 41,197 41,167 46,552
18 24,066 49,587 49,557 55,042 45,345 45,315 50,332
19 25,270 54,603 54,603 59,517 49,928 49,898 54,421
20 26,533 60,135 60,135 65,546 54,953 54,953 59,899
25 33,864 97,305 97,305 103,143 88,921 88,921 94,256
35 55,160 250,325 250,325 262,841 225,387 225,387 236,656
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
60
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,310 9,298 34,014 10,183 9,174 34,014
2 11,025 10,600 9,608 34,014 10,330 9,343 34,014
3 11,576 10,898 9,927 34,014 10,469 9,506 34,014
4 12,155 11,205 10,407 34,014 10,602 9,813 34,014
5 12,763 11,522 10,748 34,014 10,726 9,962 34,014
6 13,401 11,848 11,300 34,014 10,838 10,299 34,014
7 14,071 12,185 11,664 34,014 10,933 10,421 34,014
8 14,775 12,533 12,240 34,014 11,006 10,721 34,014
9 15,513 12,891 12,628 34,014 11,049 10,792 34,014
10 16,289 13,260 13,230 34,014 11,057 11,027 34,014
11 17,103 13,750 13,720 34,014 11,117 11,087 34,014
12 17,959 14,260 14,230 34,014 11,138 11,108 34,014
13 18,856 14,790 14,760 34,014 11,117 11,087 34,014
14 19,799 15,340 15,310 34,014 11,051 11,021 34,014
15 20,789 15,913 15,883 34,014 10,929 10,899 34,014
16 21,829 16,507 16,477 34,014 10,741 10,711 34,014
17 22,920 17,125 17,095 34,014 10,465 10,435 34,014
18 24,066 17,768 17,738 34,014 10,077 10,047 34,014
19 25,270 18,436 18,406 34,014 9,546 9,516 34,014
20 26,533 19,130 19,100 34,014 8,839 8,809 34,014
25 33,864 23,031 23,001 34,014 937 907 34,014
35 55,160 33,502 33,472 35,177 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
61
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,724 8,745 34,014 9,597 8,631 34,014
2 11,025 9,425 8,500 34,014 9,155 8,255 34,014
3 11,576 9,136 8,261 34,014 8,705 7,870 34,014
4 12,155 8,854 8,160 34,014 8,246 7,598 34,014
5 12,763 8,580 7,928 34,014 7,777 7,183 34,014
6 13,401 8,313 7,868 34,014 7,292 6,898 34,014
7 14,071 8,054 7,642 34,014 6,788 6,436 34,014
8 14,775 7,802 7,577 34,014 6,258 6,071 34,014
9 15,513 7,557 7,357 34,014 5,692 5,534 34,014
10 16,289 7,319 7,289 34,014 5,085 5,055 34,014
11 17,103 7,145 7,115 34,014 4,470 4,440 34,014
12 17,959 6,974 6,944 34,014 3,799 3,769 34,014
13 18,856 6,806 6,776 34,014 3,068 3,038 34,014
14 19,799 6,641 6,611 34,014 2,273 2,243 34,014
15 20,789 6,480 6,450 34,014 1,402 1,372 34,014
16 21,829 6,322 6,292 34,014 440 410 34,014
17 22,920 6,168 6,138 34,014 -- -- --
18 24,066 6,016 5,986 34,014 -- -- --
19 25,270 5,867 5,837 34,014 -- -- --
20 26,533 5,721 5,691 34,014 -- -- --
25 33,864 5,035 5,005 34,014 -- -- --
35 55,160 3,852 3,822 34,014 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
62
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,530 9,750 34,014 10,396 9,616 34,014
2 11,025 11,517 10,737 34,014 11,235 10,455 34,014
3 11,576 12,599 11,819 34,014 12,156 11,376 34,014
4 12,155 13,787 13,157 34,014 13,169 12,539 34,014
5 12,763 15,089 14,459 34,014 14,284 13,654 34,014
6 13,401 16,517 16,087 34,014 15,513 15,083 34,014
7 14,071 18,084 17,654 34,014 16,867 16,437 34,014
8 14,775 19,803 19,573 34,014 18,359 18,129 34,014
9 15,513 21,688 21,458 34,014 20,007 19,777 34,014
10 16,289 23,756 23,726 34,014 21,830 21,800 34,014
11 17,103 26,068 26,038 34,014 23,890 23,860 34,014
12 17,959 28,648 28,618 34,091 26,193 26,163 34,014
13 18,856 31,520 31,490 37,193 28,776 28,746 34,014
14 19,799 34,680 34,650 40,575 31,657 31,627 37,038
15 20,789 38,156 38,126 44,261 34,827 34,797 40,399
16 21,829 41,980 41,950 48,276 38,314 38,284 44,061
17 22,920 46,197 46,167 52,202 42,160 42,130 47,641
18 24,066 50,852 50,852 56,446 46,406 46,376 51,510
19 25,270 56,030 56,030 61,072 51,097 51,097 55,696
20 26,533 61,706 61,706 67,259 56,274 56,274 61,338
25 33,864 99,848 99,848 105,838 91,058 91,058 96,521
35 55,160 256,866 256,866 269,709 230,803 230,803 242,343
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
63
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,963 9,185 34,014 9,830 9,062 34,014
2 11,025 10,308 9,528 34,014 10,026 9,246 34,014
3 11,576 10,666 9,886 34,014 10,218 9,438 34,014
4 12,155 11,038 10,408 34,014 10,408 9,778 34,014
5 12,763 11,424 10,794 34,014 10,592 9,962 34,014
6 13,401 11,824 11,394 34,014 10,768 10,338 34,014
7 14,071 12,240 11,810 34,014 10,932 10,502 34,014
8 14,775 12,671 12,441 34,014 11,078 10,848 34,014
9 15,513 13,118 12,888 34,014 11,200 10,970 34,014
10 16,289 13,583 13,553 34,014 11,291 11,261 34,014
11 17,103 14,086 14,056 34,014 11,366 11,336 34,014
12 17,959 14,609 14,579 34,014 11,403 11,373 34,014
13 18,856 15,152 15,122 34,014 11,401 11,371 34,014
14 19,799 15,717 15,687 34,014 11,355 11,325 34,014
15 20,789 16,304 16,274 34,014 11,256 11,226 34,014
16 21,829 16,914 16,884 34,014 11,092 11,062 34,014
17 22,920 17,549 17,519 34,014 10,844 10,814 34,014
18 24,066 18,208 18,178 34,014 10,487 10,457 34,014
19 25,270 18,893 18,863 34,014 9,993 9,963 34,014
20 26,533 19,605 19,575 34,014 9,326 9,296 34,014
25 33,864 23,607 23,577 34,014 1,772 1,742 34,014
35 55,160 34,349 34,319 36,066 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
64
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $34,014
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,396 8,661 34,014 9,263 8,538 34,014
2 11,025 9,166 8,449 34,014 8,884 8,188 34,014
3 11,576 8,941 8,241 34,014 8,494 7,827 34,014
4 12,155 8,722 8,168 34,014 8,091 7,576 34,014
5 12,763 8,506 7,966 34,014 7,674 7,184 34,014
6 13,401 8,296 7,934 34,014 7,239 6,920 34,014
7 14,071 8,090 7,736 34,014 6,781 6,480 34,014
8 14,775 7,888 7,700 34,014 6,293 6,137 34,014
9 15,513 7,691 7,507 34,014 5,766 5,621 34,014
10 16,289 7,497 7,467 34,014 5,194 5,164 34,014
11 17,103 7,319 7,289 34,014 4,580 4,550 34,014
12 17,959 7,145 7,115 34,014 3,909 3,879 34,014
13 18,856 6,974 6,944 34,014 3,179 3,149 34,014
14 19,799 6,806 6,776 34,014 2,385 2,355 34,014
15 20,789 6,642 6,612 34,014 1,516 1,486 34,014
16 21,829 6,481 6,451 34,014 555 525 34,014
17 22,920 6,323 6,293 34,014 -- -- --
18 24,066 6,168 6,138 34,014 -- -- --
19 25,270 6,016 5,986 34,014 -- -- --
20 26,533 5,867 5,837 34,014 -- -- --
25 33,864 5,167 5,137 34,014 -- -- --
35 55,160 3,960 3,930 34,014 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
65
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,897 9,872 20,001 10,684 9,664 20,001
2 11,025 11,843 10,826 20,001 11,394 10,386 20,001
3 11,576 12,872 11,867 20,001 12,169 11,176 20,001
4 12,155 13,995 13,155 20,001 13,020 12,195 20,001
5 12,763 15,218 14,398 20,001 13,963 13,158 20,001
6 13,401 16,551 15,955 20,001 15,014 14,434 20,001
7 14,071 18,003 17,438 20,343 16,197 15,645 20,001
8 14,775 19,592 19,264 21,747 17,541 17,224 20,001
9 15,513 21,336 21,053 23,256 19,080 18,802 20,796
10 16,289 23,223 23,193 25,313 20,764 20,734 22,632
11 17,103 25,486 25,456 27,525 22,783 22,753 24,605
12 17,959 27,979 27,949 29,937 25,008 24,978 26,758
13 18,856 30,702 30,672 32,850 27,437 27,407 29,357
14 19,799 33,705 33,675 35,727 30,117 30,087 31,923
15 20,789 36,992 36,962 39,211 33,043 33,013 35,026
16 21,829 40,618 40,588 42,649 36,279 36,249 38,093
17 22,920 44,586 44,556 46,815 39,812 39,782 41,802
18 24,066 48,945 48,915 51,392 43,663 43,633 45,846
19 25,270 53,734 53,734 56,420 47,854 47,824 50,247
20 26,533 59,026 59,026 61,977 52,410 52,410 55,030
25 33,864 94,418 94,418 99,138 81,777 81,777 85,866
35 55,160 241,783 241,783 244,201 203,041 203,041 205,071
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
66
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,310 9,298 20,001 10,095 9,088 20,001
2 11,025 10,600 9,608 20,001 10,134 9,151 20,001
3 11,576 10,898 9,927 20,001 10,143 9,185 20,001
4 12,155 11,205 10,407 20,001 10,117 9,335 20,001
5 12,763 11,522 10,748 20,001 10,050 9,294 20,001
6 13,401 11,848 11,300 20,001 9,932 9,406 20,001
7 14,071 12,185 11,664 20,001 9,752 9,259 20,001
8 14,775 12,533 12,240 20,001 9,494 9,226 20,001
9 15,513 12,891 12,628 20,001 9,138 8,902 20,001
10 16,289 13,260 13,230 20,001 8,662 8,632 20,001
11 17,103 13,750 13,720 20,001 8,110 8,080 20,001
12 17,959 14,260 14,230 20,001 7,383 7,353 20,001
13 18,856 14,790 14,760 20,001 6,439 6,409 20,001
14 19,799 15,340 15,310 20,001 5,222 5,192 20,001
15 20,789 15,913 15,883 20,001 3,654 3,624 20,001
16 21,829 16,507 16,477 20,001 1,627 1,597 20,001
17 22,920 17,125 17,095 20,001 -- -- --
18 24,066 17,768 17,738 20,001 -- -- --
19 25,270 18,436 18,406 20,001 -- -- --
20 26,533 19,130 19,100 20,086 -- -- --
25 33,864 23,031 23,001 24,183 -- -- --
35 55,160 33,530 33,500 33,865 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
67
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,724 8,745 20,001 9,505 8,549 20,001
2 11,025 9,425 8,500 20,001 8,946 8,066 20,001
3 11,576 9,136 8,261 20,001 8,345 7,543 20,001
4 12,155 8,854 8,160 20,001 7,694 7,087 20,001
5 12,763 8,580 7,928 20,001 6,985 6,449 20,001
6 13,401 8,313 7,868 20,001 6,204 5,863 20,001
7 14,071 8,054 7,642 20,001 5,332 5,049 20,001
8 14,775 7,802 7,577 20,001 4,347 4,209 20,001
9 15,513 7,557 7,357 20,001 3,222 3,120 20,001
10 16,289 7,319 7,289 20,001 1,925 1,895 20,001
11 17,103 7,145 7,115 20,001 428 398 20,001
12 17,959 6,974 6,944 20,001 -- -- 20,001
13 18,856 6,806 6,776 20,001 -- -- 20,001
14 19,799 6,641 6,611 20,001 -- -- 20,001
15 20,789 6,480 6,450 20,001 -- -- 20,001
16 21,829 6,322 6,292 20,001 -- -- 20,001
17 22,920 6,168 6,138 20,001 -- -- 20,001
18 24,066 6,016 5,986 20,001 -- -- 20,001
19 25,270 5,867 5,837 20,001 -- -- 20,001
20 26,533 5,721 5,691 20,001 -- -- 20,001
25 33,864 5,035 5,005 20,001 -- -- 20,001
35 55,160 3,852 3,822 20,001 -- -- 20,001
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
68
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,530 9,750 20,001 10,302 9,522 20,001
2 11,025 11,517 10,737 20,001 11,035 10,255 20,001
3 11,576 12,599 11,819 20,001 11,841 11,061 20,001
4 12,155 13,787 13,157 20,001 12,732 12,102 20,001
5 12,763 15,089 14,459 20,001 13,724 13,094 20,001
6 13,401 16,517 16,087 20,001 14,840 14,410 20,001
7 14,071 18,084 17,654 20,435 16,104 15,674 20,001
8 14,775 19,809 19,579 21,988 17,551 17,321 20,001
9 15,513 21,714 21,484 23,667 19,216 18,986 20,945
10 16,289 23,789 23,759 25,930 21,049 21,019 22,943
11 17,103 26,108 26,078 28,196 23,097 23,067 24,944
12 17,959 28,662 28,632 30,668 25,353 25,323 27,127
13 18,856 31,452 31,422 33,653 27,816 27,786 29,762
14 19,799 34,530 34,500 36,601 30,534 30,504 32,365
15 20,789 37,898 37,868 40,171 33,501 33,471 35,511
16 21,829 41,614 41,584 43,694 36,782 36,752 38,621
17 22,920 45,680 45,650 47,964 40,364 40,334 42,382
18 24,066 50,147 50,147 52,654 44,269 44,239 46,482
19 25,270 55,086 55,086 57,840 48,519 48,489 50,945
20 26,533 60,513 60,513 63,538 53,139 53,139 55,795
25 33,864 96,795 96,795 101,634 82,914 82,914 87,060
35 55,160 247,871 247,871 250,349 205,864 205,864 207,922
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
69
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,963 9,185 20,001 9,733 8,973 20,001
2 11,025 10,308 9,528 20,001 9,812 9,046 20,001
3 11,576 10,666 9,886 20,001 9,864 9,094 20,001
4 12,155 11,038 10,408 20,001 9,883 9,260 20,001
5 12,763 11,424 10,794 20,001 9,864 9,242 20,001
6 13,401 11,824 11,394 20,001 9,797 9,375 20,001
7 14,071 12,240 11,810 20,001 9,670 9,253 20,001
8 14,775 12,671 12,441 20,001 9,469 9,249 20,001
9 15,513 13,118 12,888 20,001 9,174 8,960 20,001
10 16,289 13,583 13,553 20,001 8,764 8,734 20,001
11 17,103 14,086 14,056 20,001 8,226 8,196 20,001
12 17,959 14,609 14,579 20,001 7,515 7,485 20,001
13 18,856 15,152 15,122 20,001 6,590 6,560 20,001
14 19,799 15,717 15,687 20,001 5,397 5,367 20,001
15 20,789 16,304 16,274 20,001 3,859 3,829 20,001
16 21,829 16,914 16,884 20,001 1,868 1,838 20,001
17 22,920 17,549 17,519 20,001 -- -- --
18 24,066 18,208 18,178 20,001 -- -- --
19 25,270 18,893 18,863 20,001 -- -- --
20 26,533 19,605 19,575 20,584 -- -- --
25 33,864 23,607 23,577 24,787 -- -- --
35 55,160 34,378 34,348 34,721 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
70
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGE: 65 MALE PREFERRED
INITIAL FACE AMOUNT: $20,001
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,396 8,661 20,001 9,164 8,447 20,001
2 11,025 9,166 8,449 20,001 8,659 7,980 20,001
3 11,576 8,941 8,241 20,001 8,110 7,471 20,001
4 12,155 8,722 8,168 20,001 7,507 7,027 20,001
5 12,763 8,506 7,966 20,001 6,841 6,401 20,001
6 13,401 8,296 7,934 20,001 6,099 5,825 20,001
7 14,071 8,090 7,736 20,001 5,261 5,021 20,001
8 14,775 7,888 7,700 20,001 4,306 4,190 20,001
9 15,513 7,691 7,507 20,001 3,205 3,111 20,001
10 16,289 7,497 7,467 20,001 1,923 1,893 20,001
11 17,103 7,319 7,289 20,001 427 397 20,001
12 17,959 7,145 7,115 20,001 -- -- --
13 18,856 6,974 6,944 20,001 -- -- --
14 19,799 6,806 6,776 20,001 -- -- --
15 20,789 6,642 6,612 20,001 -- -- --
16 21,829 6,481 6,451 20,001 -- -- --
17 22,920 6,323 6,293 20,001 -- -- --
18 24,066 6,168 6,138 20,001 -- -- --
19 25,270 6,016 5,986 20,001 -- -- --
20 26,533 5,867 5,837 20,001 -- -- --
25 33,864 5,167 5,137 20,001 -- -- --
35 55,160 3,960 3,930 20,001 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
71
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,965 9,939 45,872 10,965 9,939 45,872
2 11,025 11,985 10,965 45,872 11,985 10,965 45,872
3 11,576 13,095 12,086 45,872 13,095 12,086 45,872
4 12,155 14,304 13,459 45,872 14,304 13,459 45,872
5 12,763 15,620 14,795 45,872 15,620 14,795 45,872
6 13,401 17,053 16,453 45,872 17,053 16,453 45,872
7 14,071 18,612 18,043 45,872 18,612 18,043 45,872
8 14,775 20,309 19,978 45,872 20,309 19,978 45,872
9 15,513 22,155 21,870 45,872 22,155 21,870 45,872
10 16,289 24,164 24,134 45,872 24,164 24,134 45,872
11 17,103 26,566 26,536 45,872 26,566 26,536 45,872
12 17,959 29,211 29,181 45,872 29,211 29,181 45,872
13 18,856 32,130 32,100 45,872 32,130 32,100 45,872
14 19,799 35,362 35,332 45,872 35,362 35,332 45,872
15 20,789 38,952 38,922 45,872 38,952 38,922 45,872
16 21,829 42,939 42,909 49,380 42,939 42,909 49,380
17 22,920 47,337 47,307 53,490 47,337 47,307 53,490
18 24,066 52,186 52,186 57,926 52,186 52,186 57,926
19 25,270 57,570 57,570 62,750 57,570 57,570 62,750
20 26,533 63,480 63,480 69,193 63,480 63,480 69,193
25 33,864 103,143 103,143 109,331 103,143 103,143 109,331
35 55,160 268,360 268,360 281,778 261,693 261,693 274,777
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
72
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,375 9,361 45,872 10,375 9,361 45,872
2 11,025 10,726 9,731 45,872 10,726 9,731 45,872
3 11,576 11,082 10,108 45,872 11,082 10,108 45,872
4 12,155 11,442 10,640 45,872 11,442 10,640 45,872
5 12,763 11,804 11,027 45,872 11,804 11,027 45,872
6 13,401 12,167 11,615 45,872 12,167 11,615 45,872
7 14,071 12,532 12,008 45,872 12,526 12,002 45,872
8 14,775 12,910 12,615 45,872 12,880 12,585 45,872
9 15,513 13,299 13,036 45,872 13,222 12,959 45,872
10 16,289 13,702 13,672 45,872 13,547 13,517 45,872
11 17,103 14,231 14,201 45,872 13,961 13,931 45,872
12 17,959 14,782 14,752 45,872 14,354 14,324 45,872
13 18,856 15,355 15,325 45,872 14,720 14,690 45,872
14 19,799 15,952 15,922 45,872 15,049 15,019 45,872
15 20,789 16,573 16,543 45,872 15,333 15,303 45,872
16 21,829 17,220 17,190 45,872 15,558 15,528 45,872
17 22,920 17,893 17,863 45,872 15,706 15,676 45,872
18 24,066 18,593 18,563 45,872 15,753 15,723 45,872
19 25,270 19,322 19,292 45,872 15,669 15,639 45,872
20 26,533 20,081 20,051 45,872 15,419 15,389 45,872
25 33,864 24,368 24,338 45,872 9,959 9,929 45,872
35 55,160 36,008 35,978 45,872 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
73
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,784 8,800 45,872 9,784 8,800 45,872
2 11,025 9,537 8,601 45,872 9,537 8,601 45,872
3 11,576 9,286 8,397 45,872 9,286 8,397 45,872
4 12,155 9,031 8,323 45,872 9,031 8,323 45,872
5 12,763 8,768 8,103 45,872 8,768 8,103 45,872
6 13,401 8,509 8,054 45,872 8,496 8,042 45,872
7 14,071 8,257 7,835 45,872 8,212 7,792 45,872
8 14,775 8,012 7,782 45,872 7,910 7,682 45,872
9 15,513 7,773 7,568 45,872 7,584 7,384 45,872
10 16,289 7,540 7,510 45,872 7,229 7,199 45,872
11 17,103 7,372 7,342 45,872 6,893 6,863 45,872
12 17,959 7,207 7,177 45,872 6,509 6,479 45,872
13 18,856 7,046 7,016 45,872 6,067 6,037 45,872
14 19,799 6,887 6,857 45,872 5,559 5,529 45,872
15 20,789 6,731 6,701 45,872 4,969 4,939 45,872
16 21,829 6,578 6,548 45,872 4,282 4,252 45,872
17 22,920 6,428 6,398 45,872 3,472 3,442 45,872
18 24,066 6,280 6,250 45,872 2,506 2,476 45,872
19 25,270 6,135 6,105 45,872 1,344 1,314 45,872
20 26,533 5,993 5,963 45,872 -- -- --
25 33,864 5,321 5,291 45,872 -- -- --
35 55,160 4,150 4,120 45,872 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
74
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,595 9,815 45,872 10,595 9,815 45,872
2 11,025 11,654 10,874 45,872 11,654 10,874 45,872
3 11,576 12,816 12,036 45,872 12,816 12,036 45,872
4 12,155 14,089 13,459 45,872 14,089 13,459 45,872
5 12,763 15,485 14,855 45,872 15,485 14,855 45,872
6 13,401 17,015 16,585 45,872 17,015 16,585 45,872
7 14,071 18,692 18,262 45,872 18,692 18,262 45,872
8 14,775 20,530 20,300 45,872 20,530 20,300 45,872
9 15,513 22,545 22,315 45,872 22,545 22,315 45,872
10 16,289 24,755 24,725 45,872 24,755 24,725 45,872
11 17,103 27,223 27,193 45,872 27,223 27,193 45,872
12 17,959 29,942 29,912 45,872 29,942 29,912 45,872
13 18,856 32,945 32,915 45,872 32,945 32,915 45,872
14 19,799 36,273 36,243 45,872 36,273 36,243 45,872
15 20,789 39,971 39,941 46,366 39,971 39,941 46,366
16 21,829 44,066 44,036 50,675 44,066 44,036 50,675
17 22,920 48,580 48,550 54,894 48,580 48,550 54,894
18 24,066 53,557 53,557 59,447 53,557 53,557 59,447
19 25,270 59,082 59,082 64,399 59,082 59,082 64,399
20 26,533 65,148 65,148 71,010 65,148 65,148 71,010
25 33,864 105,853 105,853 112,204 105,853 105,853 112,204
35 55,160 275,411 275,411 289,181 268,568 268,568 281,995
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
75
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,025 9,245 45,872 10,025 9,245 45,872
2 11,025 10,430 9,650 45,872 10,430 9,650 45,872
3 11,576 10,845 10,065 45,872 10,845 10,065 45,872
4 12,155 11,269 10,639 45,872 11,269 10,639 45,872
5 12,763 11,701 11,071 45,872 11,701 11,071 45,872
6 13,401 12,138 11,708 45,872 12,138 11,708 45,872
7 14,071 12,585 12,155 45,872 12,579 12,149 45,872
8 14,775 13,048 12,818 45,872 13,019 12,789 45,872
9 15,513 13,531 13,301 45,872 13,455 13,225 45,872
10 16,289 14,032 14,002 45,872 13,881 13,851 45,872
11 17,103 14,574 14,544 45,872 14,312 14,282 45,872
12 17,959 15,139 15,109 45,872 14,724 14,694 45,872
13 18,856 15,727 15,697 45,872 15,109 15,079 45,872
14 19,799 16,339 16,309 45,872 15,461 15,431 45,872
15 20,789 16,976 16,946 45,872 15,769 15,739 45,872
16 21,829 17,639 17,609 45,872 16,021 15,991 45,872
17 22,920 18,329 18,299 45,872 16,199 16,169 45,872
18 24,066 19,048 19,018 45,872 16,279 16,249 45,872
19 25,270 19,795 19,765 45,872 16,234 16,204 45,872
20 26,533 20,574 20,544 45,872 16,028 15,998 45,872
25 33,864 24,970 24,940 45,872 10,942 10,912 45,872
35 55,160 36,906 36,876 45,872 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
76
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 55 MALE PREFERRED / 55 FEMALE PREFERRED
INITIAL FACE AMOUNT: $45,872
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,454 8,715 45,872 9,454 8,715 45,872
2 11,025 9,274 8,548 45,872 9,274 8,548 45,872
3 11,576 9,087 8,376 45,872 9,087 8,376 45,872
4 12,155 8,894 8,330 45,872 8,894 8,330 45,872
5 12,763 8,691 8,140 45,872 8,691 8,140 45,872
6 13,401 8,489 8,120 45,872 8,476 8,107 45,872
7 14,071 8,291 7,930 45,872 8,245 7,886 45,872
8 14,775 8,098 7,906 45,872 7,995 7,805 45,872
9 15,513 7,908 7,720 45,872 7,719 7,534 45,872
10 16,289 7,721 7,691 45,872 7,410 7,380 45,872
11 17,103 7,550 7,520 45,872 7,073 7,043 45,872
12 17,959 7,382 7,352 45,872 6,687 6,657 45,872
13 18,856 7,217 7,187 45,872 6,245 6,215 45,872
14 19,799 7,055 7,025 45,872 5,735 5,705 45,872
15 20,789 6,896 6,866 45,872 5,146 5,116 45,872
16 21,829 6,740 6,710 45,872 4,458 4,428 45,872
17 22,920 6,587 6,557 45,872 3,649 3,619 45,872
18 24,066 6,437 6,407 45,872 2,684 2,654 45,872
19 25,270 6,289 6,259 45,872 1,524 1,494 45,872
20 26,533 6,144 6,114 45,872 122 92 45,872
25 33,864 5,459 5,429 45,872 -- -- --
35 55,160 4,264 4,234 45,872 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
77
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,959 9,933 28,491 10,959 9,933 28,491
2 11,025 11,958 10,939 28,491 11,958 10,939 28,491
3 11,576 13,032 12,024 28,491 13,032 12,024 28,491
4 12,155 14,190 13,347 28,491 14,187 13,344 28,491
5 12,763 15,454 14,631 28,491 15,431 14,608 28,491
6 13,401 16,833 16,235 28,491 16,774 16,176 28,491
7 14,071 18,339 17,771 28,491 18,227 17,660 28,491
8 14,775 19,982 19,652 28,491 19,804 19,475 28,491
9 15,513 21,775 21,490 28,491 21,525 21,241 28,491
10 16,289 23,732 23,702 28,491 23,417 23,387 28,491
11 17,103 26,092 26,062 28,491 25,726 25,696 28,491
12 17,959 28,737 28,707 30,748 28,328 28,298 30,310
13 18,856 31,641 31,611 33,855 31,190 31,160 33,373
14 19,799 34,839 34,809 36,929 34,343 34,313 36,403
15 20,789 38,344 38,314 40,644 37,796 37,766 40,064
16 21,829 42,208 42,178 44,318 41,605 41,575 43,685
17 22,920 46,437 46,407 48,758 45,773 45,743 48,061
18 24,066 51,058 51,058 53,610 50,328 50,328 52,844
19 25,270 56,172 56,172 58,980 55,329 55,329 58,095
20 26,533 61,798 61,798 64,887 60,777 60,777 63,815
25 33,864 99,595 99,595 104,575 95,804 95,804 100,594
35 55,160 258,688 258,688 261,274 238,971 238,971 241,361
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
78
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,368 9,355 28,491 10,368 9,355 28,491
2 11,025 10,699 9,705 28,491 10,699 9,705 28,491
3 11,576 11,017 10,044 28,491 11,017 10,044 28,491
4 12,155 11,345 10,545 28,491 11,319 10,519 28,491
5 12,763 11,684 10,908 28,491 11,599 10,824 28,491
6 13,401 12,034 11,483 28,491 11,851 11,302 28,491
7 14,071 12,395 11,872 28,491 12,066 11,545 28,491
8 14,775 12,768 12,474 28,491 12,233 11,942 28,491
9 15,513 13,153 12,890 28,491 12,339 12,078 28,491
10 16,289 13,551 13,521 28,491 12,365 12,335 28,491
11 17,103 14,074 14,044 28,491 12,397 12,367 28,491
12 17,959 14,618 14,588 28,491 12,319 12,289 28,491
13 18,856 15,185 15,155 28,491 12,106 12,076 28,491
14 19,799 15,774 15,744 28,491 11,728 11,698 28,491
15 20,789 16,388 16,358 28,491 11,145 11,115 28,491
16 21,829 17,027 16,997 28,491 10,299 10,269 28,491
17 22,920 17,693 17,663 28,491 9,109 9,079 28,491
18 24,066 18,385 18,355 28,491 7,460 7,430 28,491
19 25,270 19,106 19,076 28,491 5,195 5,165 28,491
20 26,533 19,856 19,826 28,491 2,092 2,062 28,491
25 33,864 24,093 24,063 28,491 -- -- --
35 55,160 35,596 35,566 35,952 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
79
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 1
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,778 8,795 28,491 9,778 8,795 28,491
2 11,025 9,510 8,576 28,491 9,510 8,576 28,491
3 11,576 9,231 8,347 28,491 9,220 8,337 28,491
4 12,155 8,960 8,258 28,491 8,904 8,206 28,491
5 12,763 8,696 8,036 28,491 8,554 7,904 28,491
6 13,401 8,439 7,987 28,491 8,163 7,724 28,491
7 14,071 8,189 7,770 28,491 7,717 7,321 28,491
8 14,775 7,945 7,717 28,491 7,203 6,993 28,491
9 15,513 7,708 7,505 28,491 6,601 6,422 28,491
10 16,289 7,477 7,447 28,491 5,887 5,857 28,491
11 17,103 7,310 7,280 28,491 5,078 5,048 28,491
12 17,959 7,147 7,117 28,491 4,094 4,064 28,491
13 18,856 6,986 6,956 28,491 2,896 2,866 28,491
14 19,799 6,828 6,798 28,491 1,438 1,408 28,491
15 20,789 6,673 6,643 28,491 -- -- --
16 21,829 6,521 6,491 28,491 -- -- --
17 22,920 6,372 6,342 28,491 -- -- --
18 24,066 6,226 6,196 28,491 -- -- --
19 25,270 6,082 6,052 28,491 -- -- --
20 26,533 5,941 5,911 28,491 -- -- --
25 33,864 5,273 5,243 28,491 -- -- --
35 55,160 4,110 4,080 28,491 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
80
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,589 9,809 28,491 10,589 9,809 28,491
2 11,025 11,627 10,847 28,491 11,627 10,847 28,491
3 11,576 12,750 11,970 28,491 12,750 11,970 28,491
4 12,155 13,973 13,343 28,491 13,968 13,338 28,491
5 12,763 15,317 14,687 28,491 15,289 14,659 28,491
6 13,401 16,793 16,363 28,491 16,726 16,296 28,491
7 14,071 18,414 17,984 28,491 18,294 17,864 28,491
8 14,775 20,195 19,965 28,491 20,010 19,780 28,491
9 15,513 22,151 21,921 28,491 21,899 21,669 28,491
10 16,289 24,301 24,271 28,491 23,995 23,965 28,491
11 17,103 26,735 26,705 28,873 26,385 26,355 28,495
12 17,959 29,450 29,420 31,511 29,063 29,033 31,097
13 18,856 32,427 32,397 34,696 32,000 31,970 34,239
14 19,799 35,706 35,676 37,848 35,236 35,206 37,349
15 20,789 39,298 39,268 41,655 38,780 38,750 41,106
16 21,829 43,259 43,229 45,421 42,688 42,658 44,822
17 22,920 47,594 47,564 49,973 46,966 46,936 49,314
18 24,066 52,331 52,331 54,947 51,640 51,640 54,222
19 25,270 57,573 57,573 60,451 56,772 56,772 59,610
20 26,533 63,339 63,339 66,505 62,362 62,362 65,480
25 33,864 102,079 102,079 107,183 98,303 98,303 103,217
35 55,160 265,140 265,140 267,790 245,203 245,203 247,655
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 12%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
81
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.40% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,018 9,238 28,491 10,018 9,238 28,491
2 11,025 10,402 9,622 28,491 10,402 9,622 28,491
3 11,576 10,780 10,000 28,491 10,779 9,999 28,491
4 12,155 11,173 10,543 28,491 11,143 10,513 28,491
5 12,763 11,581 10,951 28,491 11,490 10,860 28,491
6 13,401 12,006 11,576 28,491 11,814 11,384 28,491
7 14,071 12,447 12,017 28,491 12,108 11,678 28,491
8 14,775 12,905 12,675 28,491 12,359 12,129 28,491
9 15,513 13,382 13,152 28,491 12,555 12,325 28,491
10 16,289 13,877 13,847 28,491 12,680 12,650 28,491
11 17,103 14,413 14,383 28,491 12,737 12,707 28,491
12 17,959 14,972 14,942 28,491 12,688 12,658 28,491
13 18,856 15,553 15,523 28,491 12,509 12,479 28,491
14 19,799 16,158 16,128 28,491 12,173 12,143 28,491
15 20,789 16,787 16,757 28,491 11,641 11,611 28,491
16 21,829 17,442 17,412 28,491 10,856 10,826 28,491
17 22,920 18,125 18,095 28,491 9,743 9,713 28,491
18 24,066 18,835 18,805 28,491 8,193 8,163 28,491
19 25,270 19,574 19,544 28,491 6,054 6,024 28,491
20 26,533 20,343 20,313 28,491 3,115 3,085 28,491
25 33,864 24,688 24,658 28,491 -- -- --
35 55,160 36,485 36,455 36,849 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
82
- --------------------------------------------------------------------------------
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
LAST SURVIVOR OPTION
POLICY OWNER OPTION: 2
$10,000 INITIAL PREMIUM
ISSUE AGES: 65 MALE PREFERRED / 65 FEMALE PREFERRED
INITIAL FACE AMOUNT: $28,491
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.60% NET)
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ------------------------------------ ------------------------------------
END OF ACCUMULATED CASH CASH
POLICY AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------- ---------------- ----------- --------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,448 8,709 28,491 9,448 8,709 28,491
2 11,025 9,246 8,522 28,491 9,246 8,522 28,491
3 11,576 9,033 8,326 28,491 9,020 8,313 28,491
4 12,155 8,825 8,265 28,491 8,764 8,208 28,491
5 12,763 8,620 8,073 28,491 8,472 7,934 28,491
6 13,401 8,420 8,053 28,491 8,135 7,780 28,491
7 14,071 8,223 7,864 28,491 7,742 7,402 28,491
8 14,775 8,031 7,840 28,491 7,276 7,101 28,491
9 15,513 7,842 7,655 28,491 6,719 6,555 28,491
10 16,289 7,657 7,627 28,491 6,047 6,017 28,491
11 17,103 7,487 7,457 28,491 5,241 5,211 28,491
12 17,959 7,320 7,290 28,491 4,261 4,231 28,491
13 18,856 7,157 7,127 28,491 3,068 3,038 28,491
14 19,799 6,996 6,966 28,491 1,617 1,587 28,491
15 20,789 6,838 6,808 28,491 -- -- --
16 21,829 6,683 6,653 28,491 -- -- --
17 22,920 6,531 6,501 28,491 -- -- --
18 24,066 6,381 6,351 28,491 -- -- --
19 25,270 6,235 6,205 28,491 -- -- --
20 26,533 6,091 6,061 28,491 -- -- --
25 33,864 5,410 5,380 28,491 -- -- --
35 55,160 4,224 4,194 28,491 -- -- --
</TABLE>
<TABLE>
<C> <S>
* THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
** THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
<PAGE>
Royal Life Insurance Company of America
Statutory Balance Sheet
($000's)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
---------- ----------
(unaudited)
<S> <C> <C>
Assets
Bonds $ 5,728 $ 5,583
Cash and short-terms 4,604 4,311
---------- ----------
Total invested assets 10,332 9,894
Investment income due or accrued 125 106
Other assets 2 --
---------- ----------
Total assets $ 10,459 $ 10,000
========== ==========
Liabilities and Capital and Surplus
Taxes, licenses and fees payable $ 12 $ --
Federal income tax payable 130 --
Other liabilities 8 --
---------- ----------
Total Liabilities 150 --
Capital Stock 2,500 2,500
Gross paid-in and contributed surplus 7,569 7,500
Unassigned Funds 240 --
---------- ----------
Total Surplus 10,309 10,000
---------- ----------
Total Liabilties and Capital and Surplus $ 10,459 $ 10,000
========== ==========
</TABLE>
<PAGE>
Royal Life Insurance Company of America
Statutory Statement of Summary of Operations
($000's)
<TABLE>
<CAPTION>
September 30,
1998 1997
-------------------
(unaudited)
<S> <C> <C>
Revenues
Premiums and annuity considerations $ -- $ 17,456
Net investment income 429 16,799
Other revenues 10 222
-------- --------
Total revenues 439 34,477
Expenses
Death benefits -- 716
Annuity benefits -- 3,939
Disability benefits -- 48
Surrender benefits and other fund withdrawals -- 33,512
Change in reserve for life and accident and
health policies and contracts -- (8,620)
Commissions 10 474
General insurance expenses -- 1,169
Taxes, licenses and fees 56 252
Other expenses -- 18
-------- --------
Total expenses 66 31,508
Net gain from operations before federal income tax 373 2,969
Federal income tax 130 876
-------- --------
Net gain from operations 243 2,093
Net realized losses -- (565)
-------- --------
Net income $ 243 $ 1,528
======== ========
</TABLE>
<PAGE>
Royal Life Insurance Company of America
Statutory Statement of Changes in Capital and Surplus
($000's)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------- -----------
(unaudited)
<S> <C> <C>
Capital and Surplus - Beginning of Period $ 10,000 $ 66,723
----------- -----------
Net income 243 2,112
Change in net unrealized losses -- (11,295)
Change in Asset Valuation Reserve (3) 3,036
Change in non-admitted assets -- 51
Paid In capital 69 (46,850)
Net effect of recapitalization -- (3,777)
----------- -----------
Change in Capital and Surplus 309 (56,723)
----------- -----------
Capital and Surplus - End of Period $ 10,309 $ 10,000
=========== ===========
</TABLE>
<PAGE>
Royal Life Insurance Company of America
Statutory Statements of Cashflow
($000's)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------- -----------
(unaudited)
<S> <C> <C>
Operations
Premiums, annuity considerations and fund deposits $ -- $ 19,737
Investment income 434 26,814
Other income 10 173
----------- -----------
Total Income 444 46,724
----------- -----------
Benefits paid -- 49,832
Federal income taxes paid on operations -- 1,155
Other expenses 54 2,172
----------- -----------
Total benefits and expenses 54 53,159
----------- -----------
Net cash from operations 390 (6,435)
----------- -----------
Proceeds from investments
Bonds -- 290,444
Common stocks -- 29,001
Mortgage loans -- 206
Real estate -- 1,187
----------- -----------
Net investment proceeds -- 320,838
----------- -----------
Other cash provided
Paid-in Capital 69 (46,850)
Reserves transferred -- (267,772)
Other sources 2,119 7,986
----------- -----------
Total proceeds 2,578 7,767
----------- -----------
Cost of investments acquired
Bonds 2,283 4,843
Decrease in policy loans -- (3,802)
Other 2 5,321
----------- -----------
Total investments acquired 2,285 6,362
----------- -----------
Net Change in Cash and Short-Term Investments 293 1,405
Cash and Short-Term Investments, Beginning of Year 4,311 2,906
----------- -----------
Cash and Short-Term Investments, End of Period $ 4,604 $ 4,311
=========== ===========
</TABLE>
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 (UNAUDITED)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Royal Life
Insurance Company of America ("Company") have been prepared in conformity with
statutory accounting practices of the National Association of Insurance
Commissioners ("NAIC") as prescribed or permitted by the Insurance Department of
the State of Connecticut. Prescribed statutory accounting practices include a
variety of publications of the NAIC, as well as state laws, regulations and
general administrative rules. Permitted statutory accounting practices
encompass accounting practices not so prescribed. Certain information and note
disclosures which are normally included in statutory financial statements have
been condensed or omitted pursuant to rules and regulations of the Securities
and Exchange Commission. The Company believes that the disclosures made are
adequate to make the information presented not misleading. In the opinion of
management, these statements include all adjustments which were normal recurring
adjustments necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. For a description of
significant accounting policies, see Note A of Notes to Financial Statements in
the Company's 1997 audited financial statements.
The Company is a wholly owned subsidiary of Hartford Life Insurance Company.
Effective December 31, 1997, all of the common stock of the Company was
purchased from Royal Maccabees Life Insurance Company ("RMLIC"). Prior to the
sale, the insurance business of the Company was transferred to RMLIC as part of
a coinsurance/assumption reinsurance agreement. Accordingly, the assets and
liabilities of the Company were transferred to RMLIC at book value.
The Company sold principally annuity contracts and certain other life insurance
products throughout most of the United States, and as of December 31, 1997 the
Company is not writing any new business.
<PAGE>
[Letterhead of PricewaterhouseCoopers LLP]
- --------------------------------------------------------------------------------
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
---------
REPORT ON AUDIT OF FINANCIAL STATEMENTS
(statutory basis of accounting)
for the year ended December 31, 1997
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
CONTENTS
------
Pages:
------
Report of Independent Accountants 1
Financial Statements:
Statement of Admitted Assets, Liabilities, Capital
and Surplus 2
Statement of Operations 3
Statement of Capital and Surplus 4
Statement of Cash Flows 5
Notes to Financial Statements 6-15
<PAGE>
[Letterhead of PricewaterhouseCoopers LLP]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Royal Life Insurance Company of America:
We have audited the accompanying statement of admitted assets, liabilities,
capital and surplus (statutory basis of accounting) of Royal Life Insurance
Company of America and Subsidiaries as of December 31, 1997, and the related
statements of operations, capital and surplus and cash flows (statutory basis
of accounting) for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described more fully in Note A to the financial statements, the Company
prepared these financial statements using accounting practices prescribed or
permitted by the Insurance Department of the State of Connecticut, which
practices differ from generally accepted accounting principles. The effects
on the financial statements of the variances between the statutory basis of
accounting and generally accepted accounting principles, although not
reasonably determinable, are presumed to be material.
In our opinion, because of the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above do not
present fairly, in conformity with generally accepted accounting principles,
the financial position of Royal Life Insurance Company of America and
Subsidiaries as of December 31, 1997, or the results of its operations or its
cash flows for the year then ended.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the admitted assets, liabilities, capital and surplus
of Royal Life Insurance Company of America and Subsidiaries as of December
31, 1997, and the results of its operations and its cash flows for the year
then ended, on the basis of accounting described in Note A.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 6, 1998
1
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
STATEMENT OF ADMITTED ASSETS, LIABILITIES, CAPITAL AND SURPLUS
(statutory basis of accounting)
as of December 31, 1997
(dollars in thousands)
--------
<TABLE>
<CAPTION>
1997
----
<S> <C>
ADMITTED ASSETS
Cash and invested assets:
Bonds $ 5,583
Cash and short-term investments 4,311
--------
Total cash and invested assets 9,894
Investment income due and accrued 106
--------
Total admitted assets $ 10,000
========
LIABILITIES, CAPITAL AND SURPLUS
Liabilities, Capital and Surplus:
Common stock, par value $100; 50,000 shares authorized,
25,000 issued and outstanding $ 2,500
Additional paid-in capital 7,500
Retained earnings --
--------
Total capital and surplus 10,000
--------
Total liabilities, capital and surplus $ 10,000
========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
2
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
STATEMENT OF OPERATIONS
(statutory basis of accounting)
for the year ended December 31, 1997
(dollars in thousands)
--------
<TABLE>
<CAPTION>
1997
----
<S> <C>
Revenue:
Premiums and annuity considerations $ 19,492
Investment income, net of expenses of $375 22,209
Amortization of interest maintenance reserve 127
---------
Total revenue 41,828
---------
Benefits and reserve changes, net:
Decrease in future policy benefit reserves (280,477)
Reserves transferred 267,772
Annuity benefits 5,516
Surrender benefits 43,049
Death benefits 846
Other benefits to policyholders and beneficiaries 61
---------
Total benefits and reserve changes 36,767
---------
Other operating expenses (income):
Commissions, net 373
General and administrative expenses 1,671
Taxes, licenses and fees (1,116)
Other expense, net 65
---------
Total other operating expenses 993
---------
Income from operations before federal
income taxes and net realized capital losses 4,068
Federal income tax expense 1,390
---------
Income before net realized capital losses 2,678
Net realized capital losses, net of transfers to the
interest maintenance reserve of $122, and income
tax benefit of $305 (566)
---------
Net income $ 2,112
---------
---------
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
STATEMENT OF CAPITAL AND SURPLUS
(statutory basis of accounting)
for the year ended December 31, 1997
(dollars in thousands)
--------
<TABLE>
<CAPTION>
1997
----
<S> <C>
Common stock, beginning and end of year $ 2,500
--------
Additional paid-in capital:
Balance, beginning of year $ 54,350
Net transfer to parent (46,850)
--------
Balance, end of year 7,500
--------
Retained earnings:
Balance, beginning of year 9,029
Net income 2,112
Net unrealized capital losses (10,452)
Decrease in asset valuation reserve 3,037
Decrease in nonadmitted assets 51
Net transfer to parent (3,777)
--------
Balance, end of year --
--------
Total capital and surplus, end of year $ 10,000
========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
STATEMENT OF CASHFLOWS
(statutory basis of accounting)
for the year ended December 31, 1997
(dollars in thousands)
--------
<TABLE>
<CAPTION>
1997
----
<S> <C>
Cash from Operations
Premiums and annuity considerations $ 19,910
Investment income 26,814
Policy claims (49,832)
Commissions and other expenses (2,172)
Federal income tax payments (1,155)
Reserves transferred (267,772)
---------
Net cash used for operations (274,207)
---------
Cash from Investments
Proceeds from investments sold, matured or repaid:
Bonds 290,444
Stocks 29,001
Mortgage loans 206
Real estate 1,187
Net decrease in policy loans (3,802)
Tax on capital losses / (gains) 5
---------
Total cash provided 324,645
---------
Cost of investments acquired:
Bonds 4,845
---------
Total investments acquired 4,845
---------
Net cash from investments 319,800
---------
Cash from Financing and Miscellaneous Sources
Net transfer to parent (50,627)
Other sources 7,986
Other applications (1,547)
---------
Net cash from financing and miscellaneous sources (44,188)
---------
Net change in cash and short term investments 1,405
---------
Cash and short term investments;
Balance, beginning of year 2,906
---------
Balance, end of year $ 4,311
=========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
5
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(dollars in thousands)
---------
A. Summary of Significant Accounting Policies:
Basis of Presentation
Royal Life Insurance Company of America (the "Company") is a wholly owned
subsidiary of Hartford Life Insurance Company. Effective December 31,
1997, all of the common stock of the Company was purchased from Royal
Maccabees Life Insurance Company ("RMLIC"). Prior to the sale, the
insurance business of the Company was transferred to RMLIC as part of a
coinsurance/assumption reinsurance agreement. Accordingly, the assets and
liabilities of the Company were transferred to RMLIC at book value.
The Company sold principally annuity contracts and certain other life
insurance products throughout most of the United States, and as of
December 31, 1997 the Company is not writing any new business.
In accordance with the National Association of Insurance Commissioners'
("NAIC") securities valuation guidelines, the common stock of the
Company's subsidiaries are valued using the equity method. Any changes in
the surplus of the subsidiaries are reflected through the Company's
surplus as unrealized capital gain or loss.
The accompanying statutory financial statements have been prepared in
conformity with statutory accounting practices of the National Association
of Insurance Commissioners ("NAIC") as prescribed or permitted by the
Insurance Department of the State of Connecticut. Prescribed statutory
accounting practices include a variety of publications of the NAIC, as
well as state laws, regulations and general administrative rules.
Permitted statutory accounting practices encompass accounting practices
nor so prescribed. The significant differences, the effects of which have
not been determined, between statutory accounting practices and generally
accepted accounting principles are:
(1) costs directly related to generating new premium revenues are
charged to operations as incurred, rather than being deferred and
amortized; (2) future policy benefit reserves are based on statutory
mortality and interest requirements without the consideration of
lapses or surrenders; (3) certain assets, described as nonadmitted,
are excluded from the statutory statement of admitted assets,
liabilities, capital and surplus by direct charges to surplus; (4)
unrealized capital gains and losses are recorded as charges or
credits to surplus, without provision for federal income taxes; (5)
changes in certain reserve valuations are charged against surplus;
(6) equity in earnings of the Company's unconsolidated subsidiaries
is recorded directly to surplus, and the equity in net assets is
included as an investment rather than the individual accounts being
consolidated in the financial statements; (7) the asset valuation
reserve is included in liabilities rather than being restored to
surplus; (8) adjustments for prior years' income taxes are charged
or credited to surplus; (9) deferred federal income taxes are not
provided for temporary differences between book and tax bases of
assets and liabilities; (10) the interest maintenance reserve defers
certain realized capital gains and losses rather than being included
in the statement of operations; (11) the Statement of Cash Flows is
prepared in accordance with NAIC guidelines as opposed to Statement
of Financial Accounting Standards No. 95; (12) certain reinsurance
amounts are reported on a net rather than on a gross basis; (13)
bonds and stocks are recorded in accordance with rules promulgated
by the NAIC, as opposed to the standards established in Statement of
Financial Accounting Standards No. 115; and (14) amounts received as
consideration for annuity contracts are accounted for as premiums
received as opposed to deposits.
6
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
A. Summary of Significant Accounting Policies, continued:
Investments
Investments are recorded in accordance with rules promulgated by the NAIC.
Bonds eligible for amortization under such rules are stated at amortized
cost. Short-term investments consist of money market funds and are stated
at cost, which approximates fair value.
Policy and mortgage loans are stated at their aggregate unpaid balances.
The maximum percentage of any one mortgage loan to the value of collateral
at the time of the loan is 75 percent. Property insurance is required on
all properties covered by mortgage loans. Mortgage loans are
collateralized by real estate located primarily in the midwestern United
States. From time to time, the Company acquires real estate holdings
through foreclosures of commercial mortgages. Real estate held for sale is
recorded at the lower of cost or its market value at the date of
foreclosure.
Realized gains or losses on sales of investments are determined on a
specific-identification basis and are either included in the interest
maintenance reserve calculation or are recognized as a component of
operations. Unrealized losses on real estate at the date of foreclosure
are recorded directly to surplus, as permitted by the Insurance Department
of the State of Connecticut.
Investment Reserves
The interest maintenance reserve ("IMR") and asset valuation reserve
("AVR") are computed in accordance with NAIC guidelines and are recorded
as liabilities. The IMR defers realized gains and losses, net of income
tax effects, arising from interest rate sales which are amortized over the
remaining years to maturity of the assets sold. The AVR is designed to
provide a standardized reserve process for realized and unrealized losses
due to the default and equity risks associated with invested assets.
Amortization of the IMR is recorded in the statement of operations while
the change in the AVR is recorded directly to surplus.
Federal Income Taxes
Federal income taxes are charged to operations, net of the amount
allocated to the IMR, based on income that is currently taxable. Deferred
income taxes are not provided for temporary differences between the book
and tax bases of assets and liabilities.
Nonadmitted Assets
Certain assets designated as "nonadmitted assets", principally agents'
debit balances, have been excluded from the statutory statement of
admitted assets, liabilities, capital and surplus by direct charges to
surplus.
Recognition of Premium Revenue
Annuity and universal life considerations are recognized when received.
Other premium income is earned over the lives of the related insurance
contracts.
7
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
A. Summary of Significant Accounting Polices, continued:
Acquisition Costs
Costs and expenses incurred in generating new premium revenue are charged
to expense when incurred.
Estimates
The preparation of financial statements in conformity with prescribed or
permitted statutory accounting practices requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
B. Investment in Bonds:
The estimated fair value of bonds was determined by the Company primarily
using independent pricing services. For securities not actively traded,
the estimated fair value was determined using a Company-derived matrix
pricing method. The carrying value and estimated fair value of investments
in bonds, by category, as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
-------------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Values
----- ----- ------ ------
<S> <C> <C> <C> <C>
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $5,583 $ 74 $ -- $5,657
------ ----- ------ ------
Totals $5,583 $ 74 $ -- $5,657
------ ----- ------ ------
------ ----- ------ ------
</TABLE>
8
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
B. Investment in Bonds, continued:
The market value of bonds, as indicated in the Company's annual statement,
column 7 of Schedule D, Part 1, is determined on the basis of market
values listed by the NAIC, or amortized cost if no market quotation is
available. Such market values were $5,654 at December 31, 1997.
The carrying value and estimated fair value of bonds at December 31,
1997 by contractual maturity is shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties. Actual maturities may differ from both expected and
contractual maturities.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
----- -----
<S> <C> <C>
Due in one year or less $2,159 $2,181
Due after one year
through five years 3,424 3,476
------ ------
$5,583 $5,657
------ ------
------ ------
</TABLE>
Proceeds from sales and calls of investments in bonds that resulted in
gains and losses were $11,108 in 1997. Gross gains of $215 and gross
losses of $28 and $33 were realized on those sales in 1997.
Bonds with a carrying value of $5,583 were on deposit as of December 31,
1997 with various regulatory authorities as required.
Net realized gains of $187 less taxes of $65 were credited to the IMR
during 1997. Also, $703 of IMR was transferred to RMLIC in the current
year as a result of the coinsurance/assumption reinsurance agreement.
9
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
C. Investment in Unconsolidated Subsidiaries
On December 31, 1997, the Company sold its investment in subsidiaries to
RMLIC. The results of operations for the year ended December 31, 1997 of
the Company's unconsolidated subsidiaries are summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
Premium and annuity considerations $ 90,424
Investment income, net 53,103
Benefits and reserve changes 130,370
Other expenses 9,884
---------
Net income 3,273
Other charges to surplus, net (43,569)
---------
Change in capital and surplus
for the year $ (40,296)
=========
</TABLE>
10
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
D. Federal Income Taxes:
The Company will file a consolidated federal income tax return with RMLIC
and other subsidiaries for the period through the date of sale, December
31, 1997. Income tax expense or benefit was allocated to the Company on a
separate return basis. The Company paid or recovered from RMLIC the amount
of the expense or benefit.
The Company will be included in the consolidated federal income tax
return of the affiliated Hartford Group for activity beginning on
January 1, 1998.
Federal taxable income differs from financial statement income primarily
due to bond discounts not being accreted currently for tax, the
capitalization of certain policy acquisition costs for tax purposes and
differences between statutory and tax reporting of future policy benefit
reserves.
E. Dividend Restriction:
The Connecticut State Insurance Law limits the payment of dividends to
stockholders. Accordingly, the Company may pay no dividends in 1998
without prior approval.
11
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
F. Reinsurance:
The Company reinsured portions of certain policies that it underwrites to
limit disproportionate risks. The Company had standard coinsurance and
yearly renewable term reinsurance agreements with several companies. A
summary of reinsurance information for 1997 follows:
<TABLE>
<CAPTION>
Gross Ceded Net
-------- ------- --------
<S> <C> <C> <C>
Premiums $ 20,253 $ 761 $ 19,492
Benefits 50,755 1,283 49,472
Future policy benefit reserves 86,749 86,749 --
Policy and contract claim reserves 5 5 --
</TABLE>
As part of the sales agreement of the Company to Hartford Life Insurance
Company, the company ceded 100% of all business to RMLIC which was not
otherwise ceded through a standard coinsurance agreement. This
coinsurance/assumption agreement will remain in effect until all existing
business is novated to RMLIC.
The Company is contingently liable with respect to reinsurance in the
event assuming reinsurers are unable to meet their obligations.
G. Transactions with Affiliates:
Approximately $1,196 of general expenses incurred by the Company in
1997, represented direct and indirect expenses allocated from RMLIC and
RLNY. Direct expenses are based on bills specifically paid for expenses
of the Company. The indirect expenses are costs incurred by RMLIC and
RLNY for the benefit of the Company and are billed based on internal
time studies or studies of other services provided. Additionally, $150
of the Company's investment expenses in 1997, represent charges from
Royal Investment Management Company.
12
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS, Continued
(dollars in thousands)
---------
H. Contingencies:
In the normal course of its business operations, the Company is involved
in litigation from time to time with claimants, beneficiaries and others,
and a number of lawsuits were pending as of December 31, 1997. There are
pending legal proceedings within the ordinary course of business which,
under the terms of the coinsurance/assumption reinsurance agreement, are
the responsibility of RMLIC.
The Company participates in the various guaranty funds existing in the
states in which the Company writes business. The Company is not aware of
any liabilities for future assessments as of December 31, 1997.
13
<PAGE>
PART II
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
The prospectus consisting of 82 pages.
The undertaking to file reports.
The Rule 484 undertaking.
The signatures.
(1) The following exhibits included herewith correspond to those required by
paragraph A of the instructions for exhibits to Form N-8B-2.
(A1) Resolution of Board of Directors of Royal Life Insurance Company of
America ("Royal") authorizing the establishment of the Separate
Account.
(A2) Not applicable.
(A3a) Principal Underwriting Agreement.
(A3b) Form of Selling Agreement.
(A3c) Not applicable.
(A4) Not applicable.
(A5) Form of Modified Single Premium Variable Life Insurance Policy. (1)
(A6a) Charter of Royal. (1)
(A6b) Bylaws of Royal. (1)
(A7) Not applicable.
(A8) Not applicable.
(A9) Not applicable.
(A10) Form of Application for Modified Single Premium Variable Life
Insurance Policies. (1)
- -------------------------
(1) Incorporated by reference to the initial filing of Registration
No. 333-65437 filed on October 8, 1998.
<PAGE>
(A11) Memorandum describing transfer and redemption procedures.
(2) Opinion and consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary.
(3) No financial statement will be omitted from the Prospectus pursuant to
Instruction 1 (b) or (c) of Part I.
(4) Not Applicable.
(5) Opinion and Consent of Michael Winterfield, FSA, MAAA. (1)
(6) Consent of PricewaterhouseCoopers LLP
(7) Power of Attorney.
(8) Not applicable.
<PAGE>
REPRESENTATION OF REASONABLENESS OF FEES
Royal Life Insurance Company of America ("Royal") hereby represents that the
aggregate fees and charges under the Policy are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by Royal.
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.
UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)
1. Separate Account Two meets the definition of "Separate Account" under
Rule 6e-3(T).
2. Royal undertakes to keep and make available to the Commission upon
request any documents used to support any representation as to the
reasonableness of fees.
UNDERTAKING ON INDEMNIFICATION
Under Section 33-772 of the Connecticut General Statutes, unless limited by
its certificate of incorporation, the Registrant must indemnify a director
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with
the proceeding.
The Registrant may indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred in the proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reason to believe his conduct was unlawful. Conn.
Gen. Stat. 33-771(a). Additionally, pursuant to Conn. Gen. Stat. 33-776, the
Registrant may indemnify officers and employees or agents for liability
incurred and for any expenses to which they become subject by reason of being
or having been an employee or officer of the Registrant. Connecticut law
does not prescribe standards for the indemnification of officers, employees
and agents and expressly states that their indemnification may be broader
than the right of indemnification granted to directors.
The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.
Notwithstanding the fact that Connecticut law obligates the Registrant to
indemnify only a director that was successful on the merits in a suit, the
Registrant's bylaws, provide under Article X:
"The Company shall indemnify to the full extent authorized or
permitted by law any
<PAGE>
person made, or threatened to be made a party to an action, suit or
proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or
intestate is or was a Director, Officer or employee of the company
or serves or served any other enterprise at the request of the
corporation. The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Laws, agreement, vote
of Shareholders or disinterested Directors or otherwise, and shall
continue as to a person who has ceased to be a Director, Officer,
employee or agent shall inure to the benefit or the heirs,
executors and administrators of such a person."
Additionally, the directors and officers of Royal and Hartford Securities
Distribution Company, Inc. ("HSD") are covered under a directors and officers
liability insurance policy issued to The Hartford Financial Services Group,
Inc. and its subsidiaries. Such policy will reimburse the Registrant for any
payments that it shall make to directors and officers pursuant to law and
will, subject to certain exclusions contained in the policy, further pay any
other costs, charges and expenses and settlements and judgments arising from
any proceeding involving any director or officer of the Registrant in his
past or present capacity as such, and for which he may be liable, except as
to any liabilities arising from acts that are deemed to be uninsurable.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the 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.
INFORMATION REGARDING CERTAIN SALES LOADS, ADMINISTRATIVE,
MANAGEMENT AND OTHER FEES
Not applicable.
<PAGE>
OFFICERS AND DIRECTORS
The principal underwriter for Royal Life Insurance Company of America Separate
Account Two is Hartford Securities Distribution Company, Inc. The following is
a list of Officers and Directors:
Name and Principal Positions and Offices
Business Address With Underwriter
Lowndes A. Smith President and Chief Executive Officer, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Unless otherwise indicated, the principal business address of each the
above individuals is P.O. Box 2999, Hartford, Connecticut 06104-2999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and attested, all in the Town of
Simsbury, and State of Connecticut, on the 5th day of February, 1999.
SEPARATE ACCOUNT TWO
(Registrant)
By: Lynda Godkin
-------------------------
Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary* *By: /s/ Marianne O'Doherty
----------------------
Marianne O'Doherty
Attorney-in-Fact
ROYAL LIFE INSURANCE COMPANY OF AMERICA
(Depositor)
By: Lynda Godkin
-------------------------
Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary*
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in
the capacity and on the date indicated.
<TABLE>
<S> <C>
Gregory A. Boyko, Senior Vice President,
& Treasurer, Director*
Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary, Director* *By: /s/ Thomas S. Clark
Thomas M. Marra, Director* ----------------------
Lowndes A. Smith, President, Director Thomas S. Clark
Raymond P. Welnicki, Director* Attorney-In-Fact
Lizabeth H. Zlatkus, Senior Vice President,
Director* Dated: February 5, 1999
</TABLE>
<PAGE>
EXHIBIT INDEX
(1)(A1) Resolution of Board of Directors of Royal Life Insurance Company of
America ("Royal") authorizing the establishment of the Separate
Account.
(1)(A3a) Principal Underwriter Agreement.
(1)(A3b) Form of Selling Agreement.
(1)(A11) Memorandum describing transfer and redemption procedures.
(2) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel, and Corporate Secretary.
(6) Consent of PricewaterhouseCoopers LLP
(7) Power of Attorney.
<PAGE>
ROYAL LIFE INSURANCE COMPANY OF AMERICA
CONSENT OF DIRECTORS
The undersigned, being all of the Directors of Royal Life Insurance Company of
America (the "Company"), hereby consent to and ratify the following action, such
action to have the same force and effect as if taken at a meeting of the Board
of Directors duly called and held for such purpose.
ESTABLISHMENT OF SEPARATE ACCOUNT TWO - VARIABLE LIFE
WHEREAS, Section 38a-433 of Connecticut General Statutes permits a domestic life
insurance company to establish one or more separate accounts; and
WHEREAS, the Company desires to establish a separate account pursuant to the
aforementioned Section 38a-433 in connection with the offer and sale of modified
single premium variable life insurance contracts (the "Contracts").
NOW, THEREFORE, BE IT
RESOLVED, that the Company hereby establishes a separate account, to be
initially designated "Separate Account Two" (hereinafter, the "Separate
Account"), to which the Company will allocate such amounts as may be required in
connection with the Contracts in accordance with Section 38a-433 and such other
law and regulations as may be applicable; and be it further
RESOLVED, that consistent with the provisions of Section 38a-433, the income,
gains and losses, realized or unrealized, from assets allocated to the Separate
Account shall be credited to or charged against the Separate Account, without
regard to income, gains or losses of the Company; and be it further
RESOLVED, that each Contract issued by the Company shall provide, in effect,
that the portion of the assets of the Separate Account equal to the reserves and
other Contract liabilities with respect to such account shall not be chargeable
with liabilities arising out of any other business the Company may conduct; and
be it further
RESOLVED, that the appropriate officers of the Company, and each of them, with
full power to act without the others, be and hereby are severally authorized and
directed to take all actions that, in their sole discretion, may be necessary or
desirable from time to time (i) to establish and designate one or more
investment divisions of the Separate Account, (ii) to redesignate or eliminate
any such investment division, (iii) to change or modify the designation of the
Separate Account to any other desirable and appropriate designation, (iv) to
establish, amend, modify or change in accordance with applicable law and
regulation the terms and conditions pursuant to which interests in the Separate
Account will be sold to contract owners, (v) to establish, amend, modify or
change such procedures, standards and other arrangements as may be necessary or
appropriate for the operation of the Separate Account, and (vi) with advice of
counsel, to comply with the requirements of such laws and regulations as may be
applicable to the establishment and operation of the Separate Account; and be it
further
RESOLVED, that the appropriate officers of the Company, and each of them, with
full power to act without the others, be and hereby are severally authorized and
directed to execute and deliver such papers,
<PAGE>
documents and instruments and to take such further action as they may deem
necessary or desirable to carry out the purposes and intent of the foregoing
resolutions.
/s/ Gregory A. Boyko /s/ John P. Ginnetti
- ------------------------------- ------------------------------
Gregory A. Boyko John P. Ginnetti
/s/ Lynda Godkin /s/ Thomas M. Marra
- ------------------------------- ------------------------------
Lynda Godkin Thomas M. Marra
/s/ Lowndes A. Smith /s/ Raymond P. Welnicki
- ------------------------------- ------------------------------
Lowndes A. Smith Raymond P. Welnicki
/s/ Lizabeth H. Zlatkus
- -------------------------------
Lizabeth H. Zlatkus
Dated as of: September 1, 1998
<PAGE>
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of November 3, 1998, made by and between ROYAL LIFE
INSURANCE COMPANY OF AMERICA ("ROYAL" or the "Sponsor"), a corporation organized
and existing under the laws of the State of Connecticut, and HARTFORD SECURITIES
DISTRIBUTION COMPANY, INC. ("HSD"), a corporation organized and existing under
the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of ROYAL has made provision for the
establishment of a separate account within ROYAL in accordance with the laws of
the State of Connecticut, which separate account was organized and is
established and registered as a unit investment trust type investment company
with the Securities and Exchange Commission under the Investment Company Act of
1940 ("1940 Act"), as amended, and which is designated Separate Account Two of
ROYAL LIFE INSURANCE COMPANY OF AMERICA (referred to as the "UIT"); and
WHEREAS, HSD offers to the public a certain Modified Single Premium Variable
Life Insurance Contract (the "Contract") issued by ROYAL with respect to the UIT
units of interest thereunder which are registered under the Securities Act of
1933 ("1933 Act"), as amended; and
WHEREAS, HSD is agreeing to act as distributor in connection with offers and
sales of the Contract under the terms and conditions set forth in this Principal
Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, ROYAL and
HSD agree as follows:
I.
HSD'S DUTIES
1. HSD, will use its best efforts to effect offers and sales of the Contract
through registered representatives that are members of the National
Association of Securities Dealers, Inc. and who are duly licensed as
insurance agents of ROYAL. HSD is responsible for compliance with all
applicable requirements of the 1933 Act, as amended, the Securities
Exchange Act of 1934 ("1934 Act"), as amended, and the 1940 Act, as
amended, and the rules and regulations relating to the sales and
distribution of the Contract, the need for which arises out of its duties
as principal underwriter of said Contract and relating to the creation of
the UIT.
2. HSD agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract if
any of the foregoing in any way
1
<PAGE>
represent the duties, obligations, or liabilities of ROYAL as being greater
than, or different from, such duties, obligations and liabilities as are
set forth in this Agreement, as it may be amended from time to time.
3. HSD agrees that it will utilize the then currently effective prospectus
relating to the UIT's Contracts in connection with its selling efforts.
As to the other types of sales materials, HSD agrees that it will use only
sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.
4. HSD agrees that it or its duly designated agent shall maintain records of
the name and address of, and the securities issued by the UIT and held by,
every holder of any security issued pursuant to this Agreement, as required
by the Section 26(a)(4) of the 1940 Act, as amended.
5. HSD's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of
HSD, HSD shall not be subject to liability under a Contract for any act or
omission in the course, or connected with, rendering services hereunder.
II.
1. The UIT reserves the right at any time to suspend or limit the public
offering of the Contracts upon 30 days' written notice to HSD, except where
the notice period may be shortened because of legal action taken by any
regulatory agency.
2. The UIT agrees to advice HSD immediately:
(a) Of any request by the Securities and Exchange Commission for amendment
of its 1933 Act registration statement or for additional information;
(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the 1933 Act registration
statement relating to units of interest issued with respect to the UIT
or of the initiation of any proceedings for that purpose;
(c) Of the happening of any material event, if known, which makes untrue
any statement in said 1933 Act registration statement or which
requires a change therein in order to make any statement therein not
misleading.
2
<PAGE>
ROYAL will furnish to HSD such information with respect to the UIT and the
Contracts in such form and signed by such of its officers and directors and
HSD may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. ROYAL will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HSD may reasonably request.
III.
COMPENSATION
ROYAL is obligated to reimburse HSD for all operating expenses associated with
the services provided on behalf of the UIT under this Principal Underwriter
Agreement.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to ROYAL. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through ROYAL to the Contract owners or a successor
Principal Underwriter has been designated and has accepted its duties.
V.
MISCELLANEOUS
1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.
2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to ROYAL - Royal Life Insurance Company of America P.O. Box 2999,
Hartford, Connecticut 06104.
(b) If to HSD - Hartford Securities Distribution Company, Inc., P.O. Box
2999, Hartford, Connecticut 06104.
or to such other address as HSD or ROYAL shall designate by written notice
to the other.
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3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by the Sponsor and shall be open to inspection
any time during the business hours of the Sponsor.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.
6. This Agreement may be amended from time to time by the mutual agreement and
consent of the parties hereto.
7. (a) This Agreement shall become effective November 3, 1998 and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a
majority of the members of the Board of Directors of ROYAL.
(b) This Agreement (1) may be terminated at any time, without the payment
of any penalty, either by a vote of a majority of the members of the
Board of Directors of ROYAL on 60 days' prior written notice to HSD;
(2) shall immediately terminate in the event of its assignment and (3)
may be terminated by HSD on 60 days' prior written notice to ROYAL,
but such termination will not be effective until ROYAL shall have an
agreement with one or more persons to act as successor principal
underwriter of the Contracts. HSD hereby agrees that it will continue
to act as successor principal underwriter until its successor or
successors assume such undertaking.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ROYAL LIFE INSURANCE COMPANY
OF AMERICA
BY: /s/ Charles F. Shabunia
-----------------------------------
Charles F. Shabunia
Vice President and Controller
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
BY: /s/ George Jay
-----------------------------------
George Jay
Controller
(SEAL)
Attest:
/s/ Jeanette Toce
- -------------------------
<PAGE>
Exhibit 3(b)
BROKER-DEALER SALES AND
SUPERVISION AGREEMENT
This Broker-Dealer Sales and Supervision Agreement ("Agreement") is made by and
between [DISTRIBUTORS] ("Distributors"), each a broker-dealer registered with
the Securities and Exchange Commission ("SEC") under the Securities and Exchange
Act of 1934 ("1934 Act") and a member of the National Association of Securities
Dealers, Inc. ("NASD"), [INSURANCE COMPANIES] (referred to collectively as
"Companies"), and ___________________________ [BROKER-DEALER], an independent
broker-dealer registered with the SEC under the 1934 Act and a member of the
NASD ("Broker-Dealer"), or a bank as defined by Section 3(a)(6) of the 1934 Act
and Article I(b) of the NASD By-Laws, and any and all undersigned insurance
agency affiliates ("Affiliates") of Broker-Dealer. Distributors and Companies
are sometimes collectively referred to as "Hartford Life".
WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products") and other
nonregistered life policies and annuity contracts ("Nonregistered Products, and
with the "Registered Products, collectively the "Products"); and
WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for those
specific Products listed on the lines of business page(s) hereto, as the same
may be amended from time to time; and
WHEREAS, Distributors are the principal underwriters of the Products; and
WHEREAS, Distributors anticipate having representatives who are associated with
Broker-Dealer, who are NASD registered and are duly licensed under applicable
state insurance law and who are, where required, appointed as insurance agents
of Companies to solicit and sell the Registered and Nonregistered Products
("Registered Representatives"); and
WHEREAS, Distributors and the Companies acknowledge that Broker-Dealer will
provide certain supervisory and administrative services to Registered
Representatives who are associated with the Broker-Dealer in connection with the
solicitation, service and sale of the Registered and Nonregistered Products; and
WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory and
administrative services to its Registered Representatives who have been
appointed by the Companies to sell the Registered and Nonregistered Products.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:
1. APPOINTMENT OF THE BROKER-DEALER
Companies hereby appoint, effective upon compliance with individual state
requirements, Broker-Dealer and Affiliates, if any, as an agent of the
Companies for the solicitation and procurement of applications for the
Products offered by the Companies, as outlined in the lines of business
page(s) attached herein, in all states in which the Companies are
authorized to do business and in which Broker-Dealer or any Affiliates
are properly insurance licensed. Broker-Dealer shall
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supervise Registered Representatives in the solicitation, servicing and
sale of the Products in accordance with all applicable securities laws.
The Companies hereby authorize Broker-Dealer under applicable state
insurance laws to supervise Registered Representatives in connection with
the solicitation, servicing and sale of the Companies Registered and
Nonregistered Products.
2. AUTHORITY OF THE BROKER-DEALER
Broker-Dealer has the authority to represent Distributors and Companies
only to the extent expressly granted in this Agreement. Broker-Dealer
and any associated Registered Representatives shall not hold themselves
out to be employees of Companies or Distributors in any dealings with the
public. Broker-Dealer and any Registered Representatives shall be
independent contractors as to Distributors or Companies. Nothing
contained herein is intended to create a relationship of employer and
employee between Broker-Dealer and Distributors or Companies or between
Registered Representatives and Distributors or Companies.
3. BROKER-DEALER REPRESENTATION
Broker-Dealer represents that it is either:_____ a registered
broker-dealer under the 1934 Act, a member in good standing of the NASD,
and a registered broker-dealer under applicable state law to the extent
necessary to perform the duties described in this Agreement or _____ a
bank as defined by Section 3(a)(6) of the 1934 Act. Broker-Dealer
represents that its Registered Representatives, who will be soliciting
applications for the Registered Products, will be duly registered
representatives associated with Broker-Dealer and that they will be
representatives in good standing with accreditation as required by the
NASD to sell the Registered Products. Broker-Dealer agrees to abide by
all rules and regulations of the NASD, including its Conduct Rules, and
to comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies affecting the sale of the
Products by Broker-Dealer or any of its associated Registered
Representatives.
4. BROKER-DEALER OBLIGATIONS
4.1 TRAINING AND SUPERVISION
Broker-Dealer has full responsibility for the training and
supervision of all Registered Representatives and any other
persons associated with Broker-Dealer and any other persons who
are engaged directly or indirectly in the offer or sale of the
Products. Broker-Dealer shall, during the term of this Agreement,
establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its Registered
Representatives including all applicable continuing education
requirements. Companies and Distributors reserve the right to
monitor the Broker-Dealer's Registered Representatives as to sales
supervision and continuing education.
If a Registered Representative ceases to be a Registered
Representative of Broker-Dealer, is disqualified for continued
NASD registration or has its registration suspended by the NASD or
otherwise fails to meet the rules and standards imposed by
Broker-Dealer, Broker-Dealer shall immediately notify such
Registered Representative that he or she is no longer authorized
to solicit applications for the sale of Products on behalf of the
Companies. Broker-Dealer shall immediately notify the Companies
of such termination or suspension or failure to abide by he rules
and standards of Broker-Dealer.
4.2 SOLICITATION
Broker-Dealer agrees to supervise its Registered Representatives
so that they will only solicit applications in states where the
Products are approved for sale and where the Registered
Representatives are properly licensed and appointed in accordance
with applicable state laws
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and Companies' rules, procedures and ethical standards then in
effect. Companies shall notify Broker-Dealer of the availability
of the Products in each state.
4.3 IMPROPER REPLACEMENT
Broker-Dealer and its Registered Representatives shall not make
any misrepresentation or in complete comparison of products for
the purpose of inducing a current or potential contract owner or
policyholder to lapse, forfeit or surrender his or her current
insurance contract in favor of purchasing Companies' or other
insurer's product. Communication with clients shall include
sufficient information regarding the appropriateness of the
transaction to allow the client to make an informed decision.
4.4 PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
Broker-Dealer shall ensure that its Registered Representatives
comply with the prospectus delivery requirements under the
Securities Act of 1933. In addition, Broker-Dealer shall ensure
that its Registered Representatives shall not make recommendations
to an applicant to purchase a Product in the absence of reasonable
grounds to believe that the purchase is suitable for such
applicant, as required by applicable state insurance laws, the
suitability requirements of the 1934 Act and the NASD Conduct
Rules. Broker-Dealer shall ensure that each application obtained
by its Registered Representatives shall bear evidence of approval
by one of its principals indicating that the application has been
reviewed for suitability.
4.5 PROMOTIONAL MATERIAL
Broker-Dealer and its Registered Representatives are not
authorized to provide any information or make any representation
in connection with this Agreement or the solicitation of the
Products other than those contained in the prospectus or in other
promotional material produced or authorized by Companies and
Distributors.
Broker-Dealer agrees that if it develops any promotional material
for sales, training, explanatory or other purposes in connection
with the solicitation of applications for Products, including
generic advertising, illustrations and/or training materials which
may be used in connection with the sale of Products, it will
obtain the prior written approval of Companies, such approval not
to be unreasonably withheld. Broker-Dealer agrees that it has
full responsibility for any training or other promotional material
it distributes to sales personnel unless the prior written
approval of Companies has been obtained.
4.6 RECORD KEEPING
Broker-Dealer is responsible for maintaining the records of its
Registered Representatives. Broker-Dealer shall maintain such
other records as are required of it by applicable laws and
regulations. The books, accounts and records maintained by
Broker-Dealer that relate to the sale of the Products, or dealings
with the Companies or Distributors shall be maintained so as to
clearly and accurately disclose the nature and details of each
transaction.
Broker-Dealer acknowledges that all the records maintained by
Broker-Dealer relating to the solicitation, service or sale of the
Products subject to this Agreement, including but not limited to
applications, authorization cards, complaint files, supervisory
and inspection procedures and suitability reviews, shall be
available to Companies and Distributors upon request during normal
business hours. Companies and Distributors may retain copies of
any such records which Companies and Distributors, in their
discretion, deem necessary or desirable to keep.
4.7 REFUND OF COMPENSATION
Broker-Dealer agrees to repay Companies the total amount of any
compensation which may have been paid to it within thirty (30)
business days of notice of the request for such refund should
Companies for any reason return any premium on a Product which was
solicited by a Registered Representative of Broker-Dealer.
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4.8 PREMIUM COLLECTION
Broker-Dealer and Registered Representatives only have the
authority to collect initial premiums except as specifically set
forth in the applicable commission schedule. Unless previously
authorized by Distributors, neither Broker-Dealer nor any of its
Registered Representatives shall have any right to withhold or
deduct any part of any premium it shall receive for purposes of
payment of commission or otherwise.
5. COMPANIES' AND/OR DISTRIBUTORS' OBLIGATIONS
5.1 PROSPECTUS/PROMOTIONAL MATERIAL
Companies will provide Broker-Dealer with reasonable quantities of
the currently effective prospectus for the Registered Products and
appropriate sales promotional material which has been filed with
the NASD, approved by Companies and filed as applicable with state
insurance departments.
5.2 COMPENSATION
Companies will pay Broker-Dealer as full compensation for all
services rendered by Broker-Dealer under this Agreement,
commissions and/or service fees in the amounts, in the manner and
for the period of time as set forth in the Commission Schedules
attached to this Agreement or subsequently made a part hereof, and
which are in effect at the time such Products are sold. The
manner of commission payments (I.E. including without limitation
fronted or trail) is not subject to change after the effective
date of a contract for which the compensation is payable.
Companies may change the Commission Schedules attached to this
Agreement at any time. Such change shall become effective only
when Distributors or Companies provide the Broker-Dealer with
written notice of the change. No such change shall affect
first-year commissions on any contracts issued as a result of
applications received by Companies at Companies' Home Office prior
to the effective date of such change.
Distributors agree to identify to Broker-Dealer, for each such
payment, the name of the Registered Representative of
Broker-Dealer who solicited each contract covered by the payment.
Distributors will not compensate Broker-Dealer for any Product
which is tendered for redemption after acceptance of the
application. Any chargebacks will be assessed against the
Broker-Dealer of record at the time of the redemption.
Distributors will only compensate Broker-Dealer or Affiliates, as
outlined below, for those applications accepted by Companies, and
only after receipt of the required premium by Companies at
Companies' Home Office or at such other location as Companies may
designate from time to time for its various lines of business, and
compliance by Broker-Dealer with any outstanding contract and
prospectus delivery requirements.
In the event that this Agreement terminates due to fraudulent
activities or a material breach of this Agreement by the
Broker-Dealer, Distributors will only pay to Broker-Dealer or
Affiliates commissions or other compensation earned prior to
discovery of events requiring termination. No further commissions
or other compensation shall thereafter be payable.
5.3 COMPENSATION PAYABLE TO AFFILIATES
If Broker-Dealer is unable to comply with state licensing
requirements because of a legal impediment which prohibits a
non-domiciliary corporation from becoming a licensed insurance
agency or prohibits non-resident ownership of a licensed insurance
agency, Distributors agree to pay compensation to Broker-Dealer's
contractually affiliated insurance
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agency, a wholly-owned agency affiliate of Broker-Dealer, or a
Registered Representative or principal of Broker-Dealer who is
properly state licensed and/or appointed. As appropriate, any
reference in this Agreement to Broker-Dealer shall apply equally
to such Affiliate. Distributors agree to pay compensation to an
Affiliate subject to Affiliate's agreement to comply with the
requirements of Exhibit A attached hereto. All other obligations
of Broker-Dealer continue to apply.
5.4 APPOINTMENT OF AGENT/REGISTERED REPRESENTATIVES
Companies, subject to internal standards for appointment of
agents/Registered Representatives, shall appoint all
agents/Registered Representatives designated by Broker-Dealer
prior to any solicitation of Products, unless specifically allowed
by state law. Such appointments shall be at the Companies
expense. The Companies shall not terminate any designated
agent/Registered Representative for non-production without prior
written notice to Broker-Dealer.
6. TERMINATION
6.1 This Agreement may be terminated by Distributors or Broker-Dealer
by giving sixty (60) days' notice in writing to the other parties.
6.2 Such notice of termination shall be sent by registered mail to the
last known address of Broker-Dealer appearing on Companies'
records, or in the event of termination by Broker-Dealer, to the
Home Office, Hartford Life, P.O. Box 5085, Hartford, Connecticut
06104-5085.
6.3 Such notice shall be an effective notice of termination of this
Agreement as of the time the notice is deposited in the United
States mail or the time of actual receipt of such notice if
delivered by means other than mail.
6.4 This Agreement shall automatically terminate without notice upon
the occurrence of any of the events set forth below:
6.4.1 Upon the bankruptcy or dissolution of Broker-Dealer.
6.4.2 When and if Broker-Dealer commits fraud or gross negligence
in the performance of any duties imposed upon Broker-Dealer
by this Agreement or wrongfully withholds or
misappropriates, for Broker-Dealer's own use, funds of
Companies, its policyholders or applicants.
6.4.3 When and if Broker-Dealer materially breaches this
Agreement or materially violates any applicable state or
federal law and/or administrative regulation in a
jurisdiction where Broker-Dealer transacts business.
6.4.4 When and if Broker-Dealer fails to obtain renewal of a
necessary license in any jurisdiction, but only as to that
jurisdiction and only until Broker-Dealer renews its
license in such jurisdiction.
6.5 The parties agree that on termination of this Agreement, any
outstanding indebtedness to Companies shall become immediately due
and payable.
7. GENERAL PROVISIONS
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7.1 COMPLAINTS AND INVESTIGATIONS
Broker-Dealer shall cooperate with Companies in the investigation
and settlement of all complaints or claims against Broker-Dealer
and/or Companies relating to the solicitation or sale of the
Products under this Agreement. Broker-Dealer, Distributors and
Companies each shall promptly forward to the others any complaint,
notice of claim or other relevant information which may come into
its possession. Broker-Dealer, Distributors and Companies agree
to cooperate fully in any investigation or proceeding in order to
attempt to achieve a prompt and equitable resolution to all
complaints or claims and to ensure that Broker-Dealer's,
Distributors' and Companies' procedures with respect to related
solicitation or servicing are consistent with any applicable law
or regulation.
In the event any legal process or notice is served on
Broker-Dealer in a suit or proceeding against Distributors or
Companies, Broker-Dealer shall forward forthwith such process or
notice to Hartford Life at its Home Office in Hartford,
Connecticut, by registered mail.
7.2 WAIVER
The failure of Distributors or Companies to enforce any provisions
of this Agreement shall not constitute a waiver of any such
provision. The past waiver of a provision by Distributors or
Companies shall not constitute a course of conduct or a waiver in
the future of that same provision.
7.3 INDEMNIFICATION
7.3.1 INDEMNITY DEFINITIONS. The following definitions shall
apply for purposes of this Article VII (c):
"Claim" means any civil, administrative and/or criminal
action, claim, suit, and/or legal proceeding of any kind
that is brought against an Indemnitee by a third party (the
"Claimant") unaffiliated with such Indemnitee.
"Costs" means any damages, settlements, judgments, losses,
expenses interest, penalties, reasonable legal fees and
disbursements (including without limitation fees and costs
for investigators, expert witnesses and other litigation
advisors) and other costs incurred by an Indemnitee to
investigate, defend or settle a Claim, except that no
settlement payments shall be included in Costs unless the
applicable Indemnitor has given its prior express written
consent to the settlement, which consent shall not be
unreasonably withheld. Costs shall not include any
expenses for any investigation or defense of a Claim
incurred by Indemnitee after the date on which Indemnitor
gives notice of its election to assume the defense of such
Claim.
7.3.2 PARTIES LIABILITY.
(i) Broker-Dealer shall indemnify and hold Distributors and
Companies, and each of their respective directors,
officers, and employees, harmless from any Costs sustained
by Companies and/or the Distributors (including reasonable
attorneys' fees) on account of any claim, arising out of,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Broker-Dealer or any Affiliate contained in
this Agreement; (b) a violation of state and/or federal
laws, regulations or rules, or the rules and regulations of
any applicable self-regulatory organizations by
Broker-Dealer or any Affiliate; (c) negligent, fraudulent,
illegal or wrongful action or inaction by Broker-Dealer or
any Affiliate or by persons employed or appointed by
Broker-Dealer. In any of the foregoing cases Broker-Dealer
or any Affiliate shall be an "Indemnitor" as such term is
used in this Agreement and each of the Distributors and the
Companies, and each of their directors, officers and
employees, as applicable, shall be an "Indemnitee" as such
term is used in this Agreement.
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(ii) Each Affiliate shall indemnify and hold Distributors
and Companies, and each of their respective directors,
officers, and employees, harmless from any Costs sustained
by Companies or Distributors (including reasonable
attorneys' fees) on account of any claim, arising out of,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of the Affiliate contained in this Agreement;
(b) a violation of state and/or federal laws, regulations
or rules, or the rules and regulations of any applicable
self-regulatory organizations by Affiliate; (c) negligent,
fraudulent, illegal or wrongful action or inaction by the
Affiliate or by persons employed or appointed by the
Affiliate. In any of the foregoing cases the Affiliates
shall be an "indemnitor" as such term is used in this
Agreement and each of the Distributors and the Companies,
and each of their directors, officers and employees, as
applicable, shall be an "indemnitee" as such term is used
in this Agreement.
(iii) Distributors shall indemnify and hold Broker-Dealer,
and its directors, officers, and employees, harmless from
any Costs sustained by Broker-Dealer (including reasonable
attorneys' fees) on account of, arising out of, based upon,
or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Distributors contained in this Agreement; (b)
a violation of state and/or federal laws, regulations or
rules, or the rules and regulations of any applicable
self-regulatory organizations by Distributors; (c)
negligent, fraudulent, illegal or wrongful action or
inaction by Distributors or by persons employed or
appointed by Distributors other than Broker-Dealer or its
employees or appointees. In any of the foregoing cases
Distributors shall be an "Indemnitor" as such term is used
in this Agreement and Broker-Dealer, and each of its
directors, officers and employees, as applicable, shall be
an "Indemnitee" as such term is used in this Agreement.
(iv) Companies shall indemnify and hold Broker-Dealer, and
its directors, officers, and employees, harmless from any
Costs sustained by Broker-Dealer (including reasonable
attorneys' fees) on account of, arising out of any claim,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Companies contained in this Agreement; (b) a
violation of state and/or federal securities or insurance
laws, regulations or rules, or the rules and regulations of
any applicable self-regulatory organizations by
Companies(c) negligent, fraudulent, illegal or wrongful
action or inaction by Companies or by persons employed or
appointed by Companies other than Broker-Dealer or its
employees or appointees. In any of the foregoing cases
Companies shall be an "Indemnitor" as such term is used in
this Agreement and Broker-Dealer, and each of its
directors, officers and employees, as applicable, shall be
an "Indemnitee" as such term is used in this Agreement.
7.3.3 INDEMNIFICATION CLAIM NOTICE AND CASE MANAGEMENT.
Indemnitor shall not be liable under this indemnification
provision with respect to any Claim made against an Indemnitee
unless that Indemnitee shall have notified the Indemnitor in
writing within a reasonable time after the summons or other first
legal process giving information of the nature of the Claim shall
have been served upon that Indemnitee (or after the Indemnitee
shall have received notice of such service on any designated
agent). At any time after such notice, any Indemnitor may deliver
to the Indemnitee its written acknowledgment that Indemnitee is
entitled to indemnification under this Article VII (c) for all
Costs associated with the Claim. The Indemnitor shall thereafter
be entitled to assume the defense of the Claim and shall bear all
expenses associated therewith, including without limitation,
payment on a current basis of all previous Costs incurred by the
Indemnitee in relation to the Claim from the date the Claim was
brought. After notice from any Indemnitor to the Indemnitee of an
election to assume the defense of any Claim, the Indemnitee shall
not be liable to the Indemnitors for any Costs related to the
Claim. Until such time as Indemnitee receives notice of an
Indemnitor's election to assume the defense of any Claim,
Indemnitee may defend itself against the Claim and may
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hire counsel and other experts of its choice and Indemnitors,
jointly and severally, shall be liable for payment of counsel and
other expert fees on a current basis as the same are billed.
7.3.4 COOPERATION AND UPDATES. To the extent that an Indemnitee
makes a claim for indemnification against an Indemnitor,
Indemnitee and Indemnitor shall each give the other reasonable
access during normal business hours to its books, records and
employees and those books, records and employees within its
control in connection with the Claim for which indemnification is
sought hereunder and shall otherwise cooperate with one another in
the defense of any such Claim. Regardless of which party defends
a particular Claim, the defending party shall give the other
parties written notice of any significant development in the case
as soon as practicable, but in any event within five (5) business
days after such development. In no event shall either Indemnitor
or Indemnitee be required to divulge any privileged information.
7.3.5 SETTLEMENT. If an Indemnitee is defending a Claim and: (1)
a settlement proposal is made by the Claimant, or (2) the
Indemnitee desires to present a settlement proposal to the
Claimant, then the Indemnitee promptly shall notify the
Indemnitors of such settlement proposal together with its
counsel's recommendation and shall request the consent of
Indemnitor(s). Indemnitee, in making such request, shall make
available complete access, during normal business hours, to any
and all discovery up to the date of such request. If the
Indemnitee desires to enter into the settlement and less than all
of the Indemnitors consent within five (5) business days (unless
such period is extended, in writing, by mutual agreement of the
parties hereto), then Indemnitors, from the time they fail to
consent forward, shall defend the Claim and shall further
indemnify the Indemnitees for all Costs associated with the Claim
which are in excess of the proposed settlement amount even if the
same were not originally covered under this Article VII. If an
Indemnitor is defending a Claim and a settlement requires an
admission of liability by Indemnitee or would require Indemnitee
to either take action (other than purely ministerial action) or
refrain from taking action (due to an injunction or otherwise),
Indemnitor may agree to such settlement only after obtaining the
express, written consent of Indemnitee.
7.3.6 INDEMNIFICATION DISPUTES. In the event that there is a
dispute between an Indemnitee and an Indemnitor over whether the
Indemnitor is liable for a Claim, then:
(i) Indemnitee shall defend the Claim in accordance with
the provisions of Article VII(c)(3) hereof in the same
manner and under the same terms as though there were no
dispute and Indemnitor had failed to elect to defend the
Claim itself and Indemnitee shall have the right to settle
such Claim pursuant to Article VII(c)(5) hereof;
(ii) In addition, Indemnitor must advise Indemnitee of
such a dispute and the reasons therefor, in writing, within
thirty (30) days after the Claim is first tendered to
Indemnitor, unless the Indemnitee and Indemnitor mutually
agree, in writing, to extend the time; and
(iii) The Indemnitee and the Indemnitor shall use good
faith efforts to resolve any dispute as to Indemnitor's
indemnification obligation. Should those efforts fail to
resolve the dispute, the ultimate resolution shall be
determined in a DE NOVO proceeding, separate and apart from
the underlying Claim brought by the Claimant, before a
court of competent jurisdiction. No finding or judgment in
any litigation on the underlying Claim, except for Cost
amounts, shall be given any weight in the court proceedings
on the indemnification issue. Either party may initiate
such proceedings with a court of competent jurisdiction at
any time following the termination of the efforts by such
parties to resolve the dispute (termination of such efforts
shall be deemed to have occurred 30 days from the
commencement of the same unless such time period is
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extended by the written mutual agreement of the parties).
The prevailing party in such a proceeding shall be entitled
to recover reasonable attorneys' fees, costs and expenses.
From and after the date on which responsibility for a
disputed indemnity Claim is resolved: (I) Indemnitor shall
continue to pay all Costs that are determined by the
parties or the court, as the case may be, to be allocable
to any such Claim which is determined to be a Claim subject
to indemnity, and (II) Indemnitee shall (i) pay all future
Costs that are determined by the parties or the court, as
the case may be, to be allocable to any such Claim which is
determined to be a Claim not subject to indemnity and (ii)
reimburse Indemnitor for all Costs previously paid by
Indemnitor which are allocable to such Claim determined to
be a claim not subject to indemnity.
Broker-Dealer and Affiliates expressly authorize Companies
Distributors to charge against all compensation due or to become
due to Broker-Dealer or its Affiliates under this Agreement any
monies paid or liabilities incurred by Companies or Distributors
under this Indemnification provision.
7.4 ASSIGNMENT
No assignment of this Agreement, or commissions payable hereunder,
shall be valid unless authorized in writing by each of the
non-assigning parties. Every assignment shall be subject to any
indebtedness and obligation of the assigning parties that may be
due or become due to non-assigning parties and any applicable
state insurance regulations pertaining to such assignments.
7.5 OFFSET
Broker-Dealer expressly authorizes Companies to deduct, from any
monies due under this Agreement, every indebtedness or obligation
of Broker-Dealer to Companies or to any of its affiliates under
this agreement.
7.8 CONFIDENTIALITY
Companies, Distributors and Broker-Dealer agree that all facts or
information received by any party related to a contract owner
shall remain confidential, unless such facts or information is
required to be disclosed by any regulatory authority or court of
competent jurisdiction.
7.9 PRIOR AGREEMENTS
This Agreement terminates all previous agreements, if any, between
Companies, Distributors and Broker-Dealer with respect to the
Products set forth in the lines of business page(s). However, the
execution of this Agreement shall not affect any obligations which
have already accrued under any prior agreement.
7.10 CHOICE OF LAW
This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut.
By executing this Broker-Dealer Sales and Supervision Agreement, Broker-Dealer
acknowledges that it has read this Agreement in its entirety and is in agreement
with the terms and conditions outlining the rights of Distributors, Companies
and Broker-Dealer and Affiliates under this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the effective date below.
9
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EXHIBIT A
In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations. Distributors must ensure that any
Broker-Dealer with whom Distributors intend to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.
Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and, in some states, appointed. For registered products, Distributors
must also comply with NASD regulations that require Distributors to pay
compensation to an NASD registered Broker-Dealer. Distributors must comply with
both state and NASD requirements.
Distributors require confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly-owned agency, which is properly insurance licensed and, if applicable,
appointed. If Broker-Dealer is properly state licensed then compensation must
be paid to Broker-Dealer in compliance with both state and NASD requirements.
If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly-owned agency, the SEC has issued a number of
letters indicating that, under specific limited circumstances, it will take "no
action" against insurers (Distributors) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly-owned agency. At
the request of Broker-Dealer, Distributors will provide copies of several of
these letters as well as a summary of their requirements.
If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributors in writing that all of
the circumstances of any one of the SEC no-action letters are applicable,
specifically including the jurisdictions for which Broker-Dealer does not hold
current state insurance licenses. Broker-Dealer's counsel must summarize each
point upon which the no-action relief was granted and represent that
Broker-Dealer's method of operation is identical or meets the same criteria.
Broker-Dealer's counsel must also confirm that, to the best of counsel's
knowledge, the SEC has not rescinded or modified its no-action position since
the letter was released.
The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for products will be accepted or no new compensation will be
payable unless the appropriate proof of state licensing or no-action relief is
confirmed. In addition to a letter from Broker-Dealer's counsel, copies of the
following documentation is required:
insurance licenses for all states in which Broker-Dealer holds
these licenses and intends to operate and/or;
insurance licenses for any contractual affiliate or wholly-owned
agency; and
the SEC No-Action Letter that will be relied upon.
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EXHIBIT A.
ROYAL LIFE INSURANCE COMPANY OF AMERICA
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
ACCOUNT VALUES UPON CONVERSION TO
FIXED BENEFIT CONTRACTS
This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Royal Life Insurance Company
of America ("Royal") in connection with the issuance of its modified single
premium variable life insurance Policy (the "Policy"), the transfer of assets
held thereunder, and the redemption by Policy Owners of their interests in said
Policies. The document also describes the method that Royal will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).
TRANSFER AND REDEMPTION PROCEDURES
I. PURCHASE AND RELATED TRANSACTIONS
A. PREMIUMS AND UNDERWRITING STANDARDS
This Policy is a modified single premium policy. The Policy permits the
Policy Owner to pay a large single premium and, subject to restrictions,
additional premiums. The Policy Owner may choose a minimum initial premium
of 80%, 90% or 100% of the Guideline Single Premium (based on the Face
Amount). Under current underwriting rules, which are subject to change,
Applicants between the ages of 45 and 80 who pay an initial premium of 100%
of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting
standards as evidenced in their responses in the application. For Policy
Owners who pay an initial premium of 80% or 90% of the Guideline Single
Premium or who are below age 45 or above age 80, standard underwriting
applies. Additional premiums are allowed if they do not cause the Policy
to fail to meet the definition of a life insurance policy under Section
7702 of the Internal Revenue Code. Royal may require evidence of
insurability for any additional premiums which increase the Coverage
Amount. Generally, the minimum initial premium Royal will accept is
$10,000. Royal may accept less than $10,000 under certain circumstances.
No premium will be accepted which does not meet the tax qualification
guidelines for life insurance under the Code. The Policies will be offered
and sold pursuant to established underwriting standards and in accordance
with state insurance laws, which prohibit unfair discrimination among
Policy Owners, but recognize that premiums must be based upon factors such
as age, health or occupation.
<PAGE>
B. APPLICATION AND INITIAL PREMIUM PROCESSING
Upon receipt of a completed application, Royal will follow certain
insurance underwriting (i.e., evaluation of risks) procedures designed to
determine whether the applicant is eligible for simplified or standard
underwriting for determining insurability. Standard underwriting may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Insured before
a determination can be made. A Policy will not be issued, and consequently
a Policy Issue Date established, until underwriting procedures have been
completed.
If a premium is submitted with the Policy application, insurance coverage
will begin immediately if the proposed Insured is insurable at a standard
rate under a conditional receipt agreement. Otherwise, insurance coverage
will not begin until the Policy's Issue Date. In either case, the Policy
when issued will be effective from the date Royal receives the initial
premium at its National Service Center.
If a premium is not paid with the application, insurance coverage will
begin and the Policy will be effective on the later of the date the
underwriting determination is made or on the date the premium is received.
C. PREMIUM ALLOCATION
In the application for a Policy, the Policy Owner can allocate the initial
premium among the various Sub-Accounts. Royal will allocate the entire
premium to the Money Market Sub-Account available under the Policy. At a
later date, the value of the Policy Owner's interest in the Money Market
Sub-Account will be allocated among the Sub-Accounts of Separate Account
Five in accordance with the Policy Owner's instructions in the application
for insurance.
D. POLICY LOANS
A Policy Owner may obtain a cash loan from Royal, which is secured by the
Policy. The aggregate amount of all loans (including the currently applied
for loan) may not exceed 90% of the Cash Value at the time a loan is
requested.
The amount of each loan will be transferred on a Pro Rata Basis from each
of the Sub-Accounts (unless the Policy Owner specifies otherwise) to the
Loan Account. The Loan Account is a mechanism used to ensure that any
outstanding Indebtedness remains fully secured by the Policy values.
LOAN INTEREST AND CREDITED INTEREST
Interest will accrue daily on the indebtedness at the Policy Loan Interest
Rate indicated in the Policy. The difference between the value of the Loan
Account and the Indebtedness will be transferred on a Pro Rata Basis from
the Sub-Accounts to the Loan Account on each Monthly Activity Date.
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The amounts allocated to the Loan Account will bear interest at a rate of
4% per annum (6% for "Preferred Loans"). The amount of the Loan Account
that equals the difference between the Account Value and the total of all
premiums paid under the Policy is considered a "Preferred Loan." The loan
interest rate that Royal will charge on all loans is 6% per annum.
LOAN REPAYMENTS
Policy Owners can repay any part of or the entire loan at any time
The amount of loan repayment will be deducted from the Loan Account and
will be allocated among the Sub-Accounts in the same percentage as premiums
are allocated
TERMINATION DUE TO EXCESSIVE INDEBTEDNESS
If total Indebtedness equals or exceeds the Cash Value, the Policy will
terminate 61 days after we have mailed notice to the Policy Owner's last
known address and that of any assignees of record. If sufficient loan
repayment if not made by the end of the Grace Period, the Policy will end
without value.
EFFECT OF LOANS ON ACCOUNT VALUE
A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to
the amount remaining in such Sub-Accounts. The longer a loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Sub-Accounts earn more than the annual
interest rate for funds held in the Loan Account, a Policy Owner's Account
Value will not increase as rapidly as it would have had no loan been made.
If the Sub-Accounts earn less than the Loan Account, the Policy Owners
Account Value will be greater than it would have been had no loan been
made. Also, if not repaid, the aggregate amount of the indebtedness under
the Policy will reduce the Death Proceeds and Cash Surrender Value
otherwise payable.
II. TRANSFER AMONG INVESTMENT DIVISIONS
Each Sub-Account available under the Policies invests in shares of an
open-end diversified management investment company registered with the
Securities and Exchange Commission. At any time, the Policy Owner may
transfer value among the Funds. We reserve the right at a future date to
limit the size of transfers and remaining balances and to limit the number
and frequency of transfers.
A transfer will take effect on the date the written request (or telephone
request) is received at Royal unless a later date is designated in the
request for transfer. A transfer between the Loan Account and the Separate
Account incident to the repayment or making of a loan under the Policy will
not be considered a transfer. A transfer from the Money Market Sub-Account
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<PAGE>
at the end of the Right to Cancel Period or a transfer arising because of a
substitution of securities by Royal will also not be considered a transfer.
III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS
A. SURRENDER FOR CASH VALUE
At any time before the death of the Insured and while the Policy is in
force, the Policy Owner may completely surrender the Policy by written
request. The surrender payment from the Sub-Accounts will be made within
seven days after Royal receives the written request, unless payment is
postponed pursuant to the relevant provision of the Investment Company Act
of 1940.
B. BENEFIT CLAIMS
As long as the Policy remains in force, Royal will usually pay the Death
Proceeds to the named Beneficiary within seven days after receipt of due
proof of death of the Insured unless the Policy is contested. Payment of
the Death Proceeds may be postponed as permitted pursuant to the relevant
provisions of the Investment Company Act of 1940.
The Death Proceeds equal the Death Benefit under the Policy less all
Indebtedness under the Policy. The Death Benefit will be determined on the
date Royal receives written notice of death and is a function of the Death
Benefit Option chosen by the Policy Owner.
In lieu of payment of the death proceeds in a single sum, an election may
be made to apply all or a portion of the proceeds under one of the fixed
and variable benefit settlement options described in the Policy and
Prospectus or a combination of options. The election may be made by the
Policy Owner during the Insured's lifetime. The Beneficiary may make or
change an election within 90 days of the death of the Insured, unless the
Policy Owner has made an irrevocable election. The fixed and variable
benefit settlement options are subject to the restrictions and limitations
set forth in the Policy and Prospectus.
C. POLICY LAPSE
The Policy will terminate 61 days after a Monthly Activity Date on which
the Cash Surrender Value is less than zero. The 61-day period is the Grace
Period. If sufficient premium is not paid by the end of the Grace Period,
the Policy will terminate without value. The Company will mail the Policy
Owner and any assignee written notice of the amount of premium that will be
required to continue the Policy in force at least 61 days before the end of
the Grace Period. The premiums required will be no greater than the amount
required to pay three (3) Monthly Deduction Amounts as of the day the Grace
Period began. If that premium is not paid by the end of the Grace Period,
the Policy will terminate.
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If the Policy lapses, the Policy Owner may reinstate the Policy by payment
of the reinstatement premium (and any applicable charges) shown in the
Policy. A request for reinstatement may be made at any time within five
years of lapse. If a loan was outstanding at the time of lapse, Royal will
require repayment of the loan before permitting reinstatement or the loan
will also be reinstated. In addition, Royal reserves the right to require
satisfactory evidence of insurability.
D. POLICY LOANS
See "Purchase and Related Transactions," Section 1. D. on page 2 of this
Exhibit.
CASH ADJUSTMENT UPON EXCHANGE OF POLICY
If the Policy is in effect, the Policy Owner may exchange it any time, during
the 24 months following its Date of Issue, for a permanent life insurance policy
offered by Royal on the life of the Insured without evidence of insurability.
The new Policy will be issued by Royal with an amount at risk which equals or is
less than the amount at risk in effect on the Exchange Date and with premiums
based on the same risk classification as the Policy.
This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under the Policy
and the new Policy.
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EXHIBIT 2
[LOGO]
February 5, 1999 LYNDA GODKIN
Senior Vice President, General Counsel
Corporate Secretary
Board of Directors
Royal Life Insurance Company of America
200 Hopmeadow Street
Simsbury, CT 06089
RE: SEPARATE ACCOUNT TWO ("Separate Account")
ROYAL LIFE INSURANCE COMPANY OF AMERICA ("Company")
Dear Sir/Madam:
In my capacity as General Counsel of the Company, I have supervised the
establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Policies offered by
the Company pursuant to Connecticut Law. I have participated in the
preparation of the registration statement for the Separate Account on Form
S-6 under the Securities Act of 1933 with respect to the Policies.
I am of the following opinion:
1. The Separate Account is a duly authorized and existing separate account
established pursuant to the provisions of Section 38a-433 of the
Connecticut Statutes.
2. To the extent so provided under the Policiess, that portion of the assets
of the Separate Account equal to the reserves and other contract
liabilities with respect to the Separate Account will not be chargeable
with liabilities arising out of any other business that the Company may
conduct.
3. The Policies, when issued as contemplated by the Form S-6 Registration
Statement, will constitute legal, validly issued and binding obligations
of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form S-6
registration statement for the Policies and the Separate Account.
Sincerely,
/s/ Lynda Godkin
Lynda Godkin
<PAGE>
PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT AUDITOR
We agree to the inclusion in this registration statement on Form S-6 (File
No. 333-65437) of our report, dated February 6, 1998, on our audit of the
statutory basis financial statements of Royal Life Insurance Company of
America and Subsidiaries as of and for the year ended December 31, 1997. We
also consent to the reference to us under the heading "Experts" in this
registration statement.
/s/ PricewaterhouseCoopers LLP
February 5, 1999
Detroit, Michigan
