<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2000
COMMISSION FILE NOS. 333-32840
811-3199
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF [ ]
1940
Amendment No. 59 [X]
</TABLE>
KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)
KEMPER INVESTORS LIFE INSURANCE COMPANY
(NAME OF INSURANCE COMPANY)
<TABLE>
<S> <C>
1 KEMPER DRIVE, LONG GROVE, ILLINOIS 60049
(Address of Insurance Company's Principal Executive (Zip Code)
Offices)
Insurance Company's Telephone Number, including Area Code: (847) 550-5500
</TABLE>
DEBRA P. REZABEK, ESQ.
1 KEMPER DRIVE
LONG GROVE, ILLINOIS 60049
(Name and Address of Agent for Service)
COPIES TO:
<TABLE>
<S> <C>
FRANK J. JULIAN, ESQ. JOAN E. BOROS, ESQ.
KEMPER INVESTORS LIFE INSURANCE COMPANY JORDEN BURT BOROS
1 KEMPER DRIVE CICCHETTI BERENSON & JOHNSON
LONG GROVE, ILLINOIS 60049 1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400E WASHINGTON, D.C. 20007
</TABLE>
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[X] 60 days after filing pursuant to paragraph (a)(i) of Rule 485
[ ] on (date) pursuant to paragraph (a)(i) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of Securities being Registered:
Units of interest in Separate Account under variable annuity contracts
No filing fee is due because an indefinite number of shares is deemed to
have been registered in reliance on Section 24(f) of the Investment Company Act
of 1940.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
This Amendment to the Registration Statement on Form N-4 (the "Registration
Statement") is being filed, pursuant to Rule 485(a) under the Securities Act of
1933, as amended, for the purposes of filing a supplement to the June 23, 2000
Zurich Preferred Prospectus and of making certain changes to Part C of such
Registration Statement. Accordingly, this Amendment does not otherwise delete,
amend or supercede any prospectus, Statement of Additional Information, exhibit,
undertaking, or other information contained in the Registration Statement.
<PAGE> 3
SUPPLEMENT DATED OCTOBER 26, 2000
TO PROSPECTUS DATED JUNE 23, 2000 FOR
KEMPER INVESTORS LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
INDIVIDUAL AND GROUP VARIABLE AND MARKET VALUE
ADJUSTED DEFERRED ANNUITY CONTRACTS
--------------------------------------------------------------------------------
ZURICH PREFERRED
ISSUED BY
KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
AND
KEMPER INVESTORS LIFE INSURANCE COMPANY
This Supplement amends your Prospectus and describes a new optional feature
available under your Contract. Please read this Supplement carefully and keep it
with your Prospectus for future reference.
The section entitled "SUMMARY," appearing on pages 3 and 4 of the Prospectus, is
hereby modified by adding the following new paragraph at the end of the section:
"You may elect, where available, to enter into a separate investment
advisory agreement with our affiliate, PMG Asset Management, Inc. ("PMG").
PMG provides asset allocation services under PMG's Managed Investment
Advisory Account ("MIAA"). MIAA allocates Contract Value among certain
Subaccounts. (See "Asset Allocation Service.") The MIAA and applicable fees
are described more fully in a separate disclosure statement. MIAA is not
available in all states or through all distributors."
The following new section is hereby added immediately following the section
entitled "CONTRACT OWNER TRANSACTION EXPENSES" in the table entitled "SUMMARY OF
EXPENSES," appearing on page 5 of the Prospectus:
<TABLE>
<S> <C>
"MIAA EXPENSES
MIAA Initial Set Up Fee (optional).......................... $30
MIAA Expense (optional)..................................... .50%*
* Charged quarterly in arrears at the rate of .125% per
quarter of Contract Value subject to the MIAA
Expense, using an average daily weighted balance
methodology. (See "Asset Allocation Service.")"
</TABLE>
The following is hereby added as the first sentence of the paragraph immediately
following the tables entitled "EXAMPLE," appearing on page 7 of the Prospectus:
"These tables reflect expenses if you did NOT participate in the optional
MIAA program."
<PAGE> 4
The following tables are hereby added immediately following the tables entitled
"EXAMPLE" and the subsequent paragraph, appearing on page 7 of the Prospectus:
"EXAMPLE
<TABLE>
<CAPTION>
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
If you do or do not surrender your Kemper Money Market $54 $102 $152 $291
Contract and you participated in Kemper Technology Growth 58 114 173 331
the optional MIAA program, you Kemper Total Return 54 104 156 297
would pay the following expenses Kemper High Yield 55 106 159 303
on a $1,000 investment, assuming Kemper Growth 55 105 158 302
5% annual return on assets and Kemper Government Securities 55 104 157 299
assuming the current .25% Kemper Small Cap Growth 55 107 161 307
administrative charge. This Kemper Investment Grade Bond 55 105 158 301
example also assumes the current Scudder VLIF Capital Growth 53 100 150 285
level of Fund expenses for all Scudder VLIF International 59 116 177 338
years shown. Scudder VLIF Bond 54 103 154 293
Alger American Growth 56 109 165 315
Alger American Small Capitalization 57 113 170 326
Alger American MidCap Growth 57 111 168 321
Janus Aspen Growth 55 106 159 303
Janus Aspen Aggressive Growth 55 106 159 303
Janus Aspen Worldwide Growth 55 107 160 306
Janus Aspen Balanced 55 106 159 303
Fidelity VIP Equity-Income 54 103 154 293
Fidelity VIP Growth 55 105 158 302
Fidelity VIP II Index 500 54 103 155 296
Fidelity VIP II Contrafund 55 106 159 303
American Century VP Income & Growth 55 107 160 306
American Century VP Value 58 116 175 335
J.P. Morgan Small Company 60 120 182 350
Warburg Pincus Trust-Emerging Markets 63 127 195 373
Dreyfus Socially Responsible Growth 56 109 165 315
</TABLE>
EXAMPLE
<TABLE>
<CAPTION>
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
If you do or do not surrender your Kemper Money Market $56 $108 $162 $311
Contract and you participated in Kemper Technology Growth 60 120 182 350
the optional MIAA program, Kemper Total Return 57 110 166 317
you would pay the following Kemper High Yield 57 112 169 323
expenses on a $1,000 investment, Kemper Growth 57 111 168 322
assuming 5% annual return on Kemper Government Securities 57 110 167 319
assets and assuming the maximum Kemper Small Cap Growth 58 113 171 327
.45% administrative charge. This Kemper Investment Grade Bond 57 111 168 321
example also assumes the current Scudder VLIF Capital Growth 55 106 160 305
level of Fund expenses for all Scudder VLIF International 61 122 186 357
years shown. Scudder VLIF Bond 56 109 164 313
Alger American Growth 58 115 175 334
Alger American Small Capitalization 59 118 180 345
Alger American MidCap Growth 59 117 177 340
Janus Aspen Growth 57 112 169 323
Janus Aspen Aggressive Growth 57 112 169 323
Janus Aspen Worldwide Growth 57 113 170 326
Janus Aspen Balanced 57 112 169 323
Fidelity VIP Equity-Income 56 109 164 313
Fidelity VIP Growth 57 111 168 322
Fidelity VIP II Index 500 56 110 165 316
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
Fidelity VIP II Contrafund $57 $112 $169 $323
American Century VP Income & Growth 57 113 170 326
American Century VP Value 61 121 185 354
J.P. Morgan Small Company 62 126 192 368
Warburg Pincus Trust-Emerging Markets 65 133 204 391
Dreyfus Socially Responsible Growth 58 115 175 334
</TABLE>
These tables reflect expenses if you DID participate in the optional
MIAA program. The purpose of the preceding tables is to assist you in
understanding the various costs and expenses that an Owner in a
Subaccount will bear directly or indirectly. The tables reflect
expenses of the Separate Account and the Funds, as well as expenses
you will incur under the optional MIAA program. These tables do not
reflect the expenses of the MVA Option. See "Contract Charges and
Expenses" and "The MVA Option" for more information regarding the
various costs and expenses. THE EXAMPLES SHOULD NOT BE CONSIDERED TO
BE REPRESENTATIONS OF PAST OR FUTURE EXPENSES AND DO NOT INCLUDE THE
DEDUCTION OF STATE PREMIUM TAXES, WHICH MAY BE ASSESSED BEFORE OR UPON
ANNUITIZATION. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. The Examples assume a 5% annual rate of return pursuant to
requirements of the Securities and Exchange Commission. This
hypothetical rate of return is not intended to be representative of
past or future performance of any Subaccount. The Records Maintenance
Charge is a single charge; it is not a separate charge for each
Subaccount. In addition, the effect of the Records Maintenance Charge
has been reflected by applying the percentage derived by dividing the
total amounts of annual Records Maintenance Charge collected by the
total net assets of all the Subaccounts in the Separate Account. These
tables also assume that all the Contract Value in a particular
Subaccount is in the MIAA program."
The third paragraph under the section entitled "F. TRANSFER DURING ACCUMULATION
PERIOD." appearing on page 16 of the Prospectus, is hereby modified to read as
follows:
"If you authorize an unaffiliated third party outside the MIAA program
(See "Asset Allocation Service") to transact transfers on your behalf,
we will reallocate the Contract Value pursuant to the authorized
advisory program. However, we take no responsibility for any
unaffiliated third party advisory program. We may suspend or cancel
acceptance of an unaffiliated third party's instructions at any time
and may restrict the investment options available for transfer under
third party authorizations."
The following new section is hereby added between the sections entitled
"SYSTEMATIC WITHDRAWAL PLAN" and "EXPERTS," appearing on page 30 of the
Prospectus:
"ASSET ALLOCATION SERVICE
You may elect, where available, to enter into a separate investment advisory
agreement with our affiliate, PMG Asset Management, Inc. ("PMG"). PMG is
registered as an investment adviser with the SEC. For a fee, PMG provides a
discretionary asset allocation service under its Managed Investment Advisory
Account ("MIAA") which is fully described in a separate disclosure
statement. Under an agreement with PMG, BARRA RogersCasey ("BARRA") performs
certain functions for the MIAA program. BARRA is an unaffiliated registered
investment adviser. MIAA is not available in all states or through all
distributors.
A. SUMMARY OF THE SERVICE PROVIDED.
Under MIAA, your Contract Value is allocated among certain Subaccounts. PMG
selects the appropriate allocation model based on your financial objectives
and risk tolerance, utilizing BARRA's proprietary analysis of the
Subaccounts and the underlying Funds. PMG then periodically transfers
Contract Value between the Subaccounts in accordance with your selected
allocation model. Currently, if you enroll in
<PAGE> 6
the MIAA program, all of your Contract Value must be placed under the MIAA
program. If you transfer your Contract Value placed under the MIAA program, your
participation in the MIAA program will automatically end. In the future,
however, we expect to make changes to permit you to place only a portion of
your Contract Value under the MIAA program and to allocate the remainder
yourself.
B. MIAA CHARGES.
PMG's annual charge for the MIAA program is one-half of one percent (.50%)
of the Contract Value allocated under the MIAA program. The MIAA Expense is
paid by quarterly withdrawals from your Contract Value. The quarterly MIAA
Expense with respect to the amount in each Subaccount covered by the MIAA
program equals the average daily number of units in that Subaccount covered
by the MIAA program, multiplied by the ending unit value for that
Subaccount, and multiplied by .125%. You will also be charged an MIAA
Initial Set Up Fee ("Set Up Fee") of $30.00. The MIAA Expense and Set Up Fee
are in addition to the Contract Charges and Expenses appearing in the
"Summary of Expenses".
C. TAX TREATMENT OF FEES AND CHARGES.
This discussion is not exhaustive and is not intended as tax advice. A
qualified tax adviser should always be consulted in the application of the
law to individual circumstances.
For Qualified Contracts, the MIAA Expense and Set Up Fee will not be treated
as taxable distributions. For Non-Qualified Contracts, payments of MIAA
Expense and Set Up Fee are treated as a taxable event. This means the MIAA
Expense and Set Up Fee are taxable distributions to you and may subject you
to an additional 10% tax penalty.
D. RISKS TO YOU.
When you elect the MIAA program, you understand that:
- all investments involve risk, the amount of which may vary significantly,
- performance cannot be predicted or guaranteed, and
- the value of your allocations in the Subaccounts will fluctuate due to
market conditions and other factors.
PMG has not authorized anyone to make any guarantee, either written or oral,
that your investment objectives will be met.
PMG seeks to perform services in a professional manner. However, except for
negligence, malfeasance, or violations of applicable law, PMG and its
officers, directors, agents and employees are not liable for any action
performed or omitted to be performed or for any errors of judgment in your
asset allocation or in transferring your Contract Value. The federal
securities laws impose liabilities under certain circumstances on persons
who act in good faith and, therefore, nothing herein in any way constitutes
a waiver or limitation on any rights that you may have under federal
securities laws.
E. CONFLICTS OF INTEREST.
The MIAA program is marketed directly by officers of PMG and through
solicitors who recommend the MIAA program, but who have no discretionary
investment authority. The PMG solicitor is a registered representative with
a broker-dealer registered under the Securities Exchange Act of 1934. As
such, the PMG solicitor may receive or may have received commissions for
your purchase of your Contract. PMG solicitors may also receive a portion of
the MIAA Expense (See "MIAA Charges") as compensation. You will be charged
the same fees for the MIAA program whether or not a PMG solicitor is
involved. Since the PMG solicitor may receive commissions for the purchase
of your Contract and may receive a portion of the MIAA Expense charged to
your Contract, there is a potential for a conflict of interest."
<PAGE> 7
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS:
(1) Financial Statements included in Part A of the Registration Statement:
Kemper Investors Life Insurance Company and Subsidiaries
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Balance Sheets, as of March 31, 2000 (unaudited) and
December 31, 1999
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statements of Operations, for the three month periods ended
March 31, 2000 and 1999 (unaudited)
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss), for the three
month periods ended March 31, 2000 and 1999 (unaudited)
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statements of Cash Flows, for the three month periods ended
March 31, 2000 and 1999 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Report of Independent Accountants
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Balance Sheets as of December 31, 1999 and 1998
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statement of Operations, years ended December 31, 1999,
1998 and 1997
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statements of Comprehensive Income, years ended December
31, 1999, 1998 and 1997
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statement of Stockholder's Equity, years ended December 31,
1999, 1998 and 1997
Kemper Investors Life Insurance Company and Subsidiaries
Consolidated Statement of Cash Flows, years ended December 31, 1999,
1998 and 1997
Notes to Consolidated Financial Statements
(2) Financial Statements included in Part B of the Registration Statement:
KILICO Variable Annuity Separate Account
Report of Independent Accountants
Statements of Assets and Liabilities and Contract Owners' Equity as
of December 31, 1999
Statements of Operations for the year ended December 31, 1999
Statements of Changes in Contract Owners' Equity for the years
ended December 31, 1999 and 1998
Notes to Financial Statements
(b) EXHIBITS:
<TABLE>
<C> <S>
(3)1.1 A copy of resolution of the Board of Directors of Kemper
Investors Life Insurance Company dated September 13, 1977.
</TABLE>
C-1
<PAGE> 8
<TABLE>
<C> <S>
(3)1.2 A copy of Record of Action of Kemper Investors Life
Insurance Company dated April 15, 1983.
2. Not Applicable.
(2)3.1 Distribution Agreement between Investors Brokerage Services,
Inc. and KILICO.
(1)3.2 Addendum to Kemper Financial Services, Inc. Selling Group
Agreement.
(20)4.1 Form of Group Variable and Market Value Adjusted Annuity
Contract.
(20)4.2 Form of Certificate to Variable and Market Value Adjusted
Annuity Contract.
(20)4.3 Form of Individual Variable and Market Value Adjusted
Annuity Contract.
(20)4.4 Unisex Rider.
(20)4.5 Qualified Plan Rider.
(20)5.1 Form of Group Master Application.
(20)5.2 Form of Variable Annuity Application.
(2)6.1 Kemper Investors Life Insurance Company Articles of
Incorporation.
(4)6.2 Kemper Investors Life Insurance Company Bylaws.
7. Inapplicable.
(7)8.1 Fund Participation Agreement among KILICO, Kemper Investors
Fund (now known as Kemper Variable Series), Zurich Kemper
Investments, Inc. and Kemper Distributors, Inc.
(6)8.2(a) Participation Agreement between KILICO and Scudder Variable
Life Investment Fund.
(6)8.2(b) Participating Contract and Policy Agreement between KILICO
and Scudder Kemper Investments, Inc.
(6)8.2(c) Indemnification Agreement between KILICO and Scudder Kemper
Investments, Inc.
(5)8.3(a) Fund Participation Agreement by and among The Alger American
Fund, KILICO and Fred Alger & Company, Incorporated.
(5)8.3(b) Service Agreement between Fred Alger Management, Inc. and
KILICO (redacted).
(8)8.4(a) Fund Participation Agreement among KILICO, Fidelity Variable
Insurance Products Fund and Fidelity Distributors
Corporation.
(9)8.4(b) Third Amendment to Fund Participation Agreement among
KILICO, Fidelity Variable Insurance Products Fund and
Fidelity Distributors Corporation.
(8)8.4(c) Fund Participation Agreement among KILICO, Fidelity Variable
Insurance Products Fund II and Fidelity Distributors
Corporation.
(10)8.4(d) Amendment to Fund Participation Agreement among KILICO,
Fidelity Variable Insurance Products Fund II and Fidelity
Distributors Corporation.
(11)8.5(a) Fund Participation Agreement among KILICO, Janus Aspen
Series and Janus Capital Corporation.
(12)8.5(b) Service Agreement between KILICO and Janus Capital
Corporation.
(15)8.6 Fund Participation Agreement by and between KILICO and
American Century Investment Management, Inc.
(16)8.7 Fund Participation Agreement between KILICO and J.P. Morgan
Series Trust II.
(7)8.8(a) Participation Agreement By and Among KILICO and Warburg,
Pincus Trust and Credit Suisse Asset Management, LLC
(successor to Warburg Pincus Asset Management, Inc.) and
Credit Suisse Asset Management Securities, Inc. (f/k/a
Counsellors Securities Inc.).
</TABLE>
C-2
<PAGE> 9
<TABLE>
<C> <S>
(14)8.8(b) Service Agreement between Credit Suisse Asset Management,
LLC (successor to Warburg Pincus Asset Management, Inc.) and
Federal Kemper Life Assurance Company and KILICO.
(17)8.8(c) Restatement of Participation Agreement among Counsellors
Securities Inc., Warburg Pincus Asset Management, Inc.
and/or the Warburg Pincus Funds and KILICO.
(13)8.9(a) Fund Participation Agreement between KILICO and The Dreyfus
Socially Responsible Growth Fund, Inc.
(5)8.9(b) November 1, 1999 Amendment to Fund Participation Agreement
between KILICO and The Dreyfus Socially Responsible Growth
Fund, Inc.
(5)8.9(c) Administrative Services Agreement by and between The Dreyfus
Corporation and KILICO (redacted).
(5)8.9(d) November 1, 1999 Amendment to Administrative Services
Agreement by and between The Dreyfus Corporation and KILICO
(redacted).
(20)9. Opinion and Consent of Counsel.
(21)10. Consents of PricewaterhouseCoopers LLP, Independent
Accountants.
11. Inapplicable.
12. Inapplicable.
(21)13. Schedules for Computation of Performance Information.
(16)14. Organizational Chart.
(18)16.1 Schedule III: Supplementary Insurance Information (years
ended December 31, 1999 and 1998).
(18)16.2 Schedule IV: Reinsurance (year ended December 31, 1999).
(19)16.3 Schedule IV: Reinsurance (year ended December 31, 1998).
(6)16.4 Schedule IV: Reinsurance (year ended December 31, 1997).
(18)16.5 Schedule V: Valuation and qualifying accounts (year ended
December 31, 1999).
(19)16.6 Schedule V: Valuation and qualifying accounts (year ended
December 31, 1998).
(6)16.7 Schedule V: Valuation and qualifying accounts (year ended
December 31, 1997).
</TABLE>
---------------
(1) Incorporated herein by reference to Exhibits filed with Amendment No. 32 to
the Registration Statement on Form N-4 for KILICO Variable Annuity Separate
Account (File No. 811-3199) filed on or about April 27, 1995.
(2) Incorporated herein by reference to Exhibits filed with the Registration
Statement on Form S-1 for KILICO (File No. 333-02491) filed on or about
April 12, 1996.
(3) Incorporated herein by reference to Exhibits filed with the Registration
Statement on Form N-4 for KILICO (File No. 333-22375) filed on or about
February 26, 1997.
(4) Incorporated herein by reference to Amendment No. 2 to the Registration
Statement on Form S-1 for KILICO (File No. 333-02491) filed on or about
April 23, 1997.
(5) Incorporated herein by reference to Amendment No. 6 to the Registration
Statement on Form S-1 (File No. 333-22389) filed on or about April 17,
2000.
(6) Incorporated herein by reference to Amendment No. 5 to the Registration
Statement on Form S-1 (File No. 333-22389) filed on or about April 20,
1999.
(7) Incorporated herein by reference to Amendment No. 3 to the Registration
Statement on Form S-1 (File No. 333-22389) filed on or about April 8, 1998.
(8) Incorporated herein by reference to Post-Effective Amendment No. 24 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
April 26, 1996.
C-3
<PAGE> 10
(9) Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-6 (File No. 333-88845) filed on or about
December 29, 1999.
(10) Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form S-6 (File No. 33-65399) filed on or about
April 23, 1999.
(11) Incorporated herein by reference to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
September 14, 1995.
(12) Incorporated herein by reference to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
April 28, 1997.
(13) Incorporated herein by reference to Post-Effective Amendment No. 28 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
April 28, 1999.
(14) Incorporated herein by reference to Post-Effective Amendment No. 4 to the
Registration Statement of FKLA Variable Separate Account on Form S-6 (File
No. 33-79808) filed on or about April 30, 1997.
(15) Incorporated herein by reference to the Initial Registration Statement on
Form S-1 (File No. 333-32840) filed on or about March 20, 2000.
(16) Incorporated herein by reference to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-4 (File No. 2-72671) filed on or about
April 26, 2000.
(17) Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-4 (File No. 333-22375) filed on or about
September 14, 1999.
(18) Incorporated herein by reference to Form 10-K for Kemper Investors Life
Insurance Company for fiscal year ended December 31, 1999 filed on or about
March 29, 2000.
(19) Incorporated herein by reference to Amendment No. 4 to the Registration
Statement on Form S-1 (File No. 333-02491) filed on or about April 20,
1999.
(20) Incorporated herein by reference to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-32632) filed on or about June 21, 2000.
(21) Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (File No. 333-32840) filed on or about
June 21, 2000.
C-4
<PAGE> 11
ITEM 25. DIRECTORS AND OFFICERS OF KEMPER INVESTORS LIFE INSURANCE COMPANY
The directors and officers of KILICO are listed below together with their
current positions. The address of each officer and director is 1 Kemper Drive,
Long Grove, Illinois 60049.
<TABLE>
<CAPTION>
NAME OFFICE WITH KILICO
---- ------------------
<S> <C>
Gale K. Caruso............................... President, Chief Executive Officer and
Director
Frederick L. Blackmon........................ Executive Vice President and Chief Financial
Officer
Edward L. Robbins............................ Executive Vice President and Chief Actuary
James E. Hohmann............................. Executive Vice President and Director
William H. Bolinder.......................... Chairman of the Board and Director
David A. Bowers.............................. Director
Gunther Gose................................. Director
Eliane C. Frye............................... Executive Vice President and Director
Debra P. Rezabek............................. Executive Vice President, General Counsel and
Corporate Secretary
James C. Harkensee........................... Executive Vice President
Edward K. Loughridge......................... Executive Vice President and Corporate
Development Officer
Kenneth M. Sapp.............................. Executive Vice President
George Vlaisavljevich........................ Executive Vice President
Russell M. Bostick........................... Executive Vice President and Chief
Information Officer
Ivor K. H. Tham.............................. Executive Vice President
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE
COMPANY OR REGISTRANT
See Exhibit 14 for organizational charts of persons under common control
with Kemper Investors Life Insurance Company.
Investors Brokerage Services, Inc. and Investors Brokerage Services
Insurance Agency, Inc., Delaware corporations, are wholly owned subsidiaries of
KILICO.
ITEM 27. NUMBER OF CONTRACT OWNERS
At October 1, 2000, the Registrant had approximately 7 qualified and
non-qualified Zurich Preferred Variable Annuity Contract Owners.
ITEM 28. INDEMNIFICATION
To the extent permitted by law of the State of Illinois and subject to all
applicable requirements thereof, Article VI of the By-Laws of Kemper Investors
Life Insurance Company ("KILICO") provides for the indemnification of any person
against all expenses (including attorneys fees), judgments, fines, amounts paid
in settlement and other costs actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in which he is a party
or is threatened to be made a party by reason of his being or having been a
director, officer, employee or agent of KILICO, or serving or having served, at
the request of KILICO, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of his holding a fiduciary position in connection with the management or
administration of retirement, pension, profit sharing or other benefit plans
including, but not limited to, any fiduciary liability under the Employee
Retirement Income Security Act of 1974 and any amendment thereof, if he acted in
good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of KILICO, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of
C-5
<PAGE> 12
nolo contendere or its equivalent, shall not, of itself, create a presumption
that he did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of KILICO, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful. No indemnification shall be made in respect of any claim,
issue or matter as to which a director or officer shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
company, unless and only to the extent that the court in which such action or
suit was brought or other court of competent jurisdiction shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, employees or agents of KILICO
pursuant to the foregoing provisions, or otherwise, KILICO has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by KILICO of expenses incurred or paid by a director, officer,
employee or agent of KILICO in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, employee or agent of KILICO
in connection with variable annuity contracts, KILICO 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 KILICO is against public policy as expressed in that Act and
will be governed by the final adjudication of such issue.
ITEM 29.(a) PRINCIPAL UNDERWRITER
Investors Brokerage Services, Inc. acts as principal underwriter for KILICO
Variable Annuity Separate Account, KILICO Variable Separate Account, Kemper
Investors Life Insurance Company Variable Annuity Account C and FKLA Variable
Separate Account.
ITEM 29.(b) INFORMATION REGARDING PRINCIPAL UNDERWRITER, INVESTORS BROKERAGE
SERVICES, INC.
The address of each officer is 1 Kemper Drive, Long Grove, IL 60049.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
------------------ --------------------
<S> <C>
Gale K. Caruso........................................... Chairman and Director
Michael E. Scherrman..................................... President and Director
David S. Jorgensen....................................... Vice President and Treasurer
Thomas K. Walsh.......................................... Assistant Vice President
Debra P. Rezabek......................................... Secretary
Frank J. Julian.......................................... Assistant Secretary
Allen R. Reed............................................ Assistant Secretary
Eliane C. Frye........................................... Director
Kenneth M. Sapp.......................................... Director
George Vlaisavljevich.................................... Director
</TABLE>
ITEM 29.(c)
Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained by Kemper Investors Life Insurance Company at its home office at
1 Kemper Drive, Long Grove, Illinois 60049 or at Scudder Kemper Investments,
Inc., 222 South Riverside Plaza, Chicago, Illinois 60606-5808.
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<PAGE> 13
ITEM 31. MANAGEMENT SERVICES
Inapplicable.
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
Representation Regarding Fees and Charges Pursuant to Section 26 of the
Investment Company Act of 1940.
Kemper Investors Life Insurance Company ("KILICO") represents that the fees
and charges deducted under the Contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by KILICO.
KILICO hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than sixteen
(16) months old for so long as payment under the variable annuity contracts may
be accepted.
KILICO hereby undertakes to include either (1) as part of any application
to purchase a contract offered by the Prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a postcard or
similar written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information.
KILICO hereby undertakes to deliver any Statement of Additional Information
and any financial statement required to be made available under this Form
promptly upon written or oral request.
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<PAGE> 14
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, KILICO Variable Annuity Separate Account, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Long Grove and State of Illinois on
the 25th day of October, 2000.
KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
(Registrant)
By: Kemper Investors Life Insurance
Company
By: /s/ GALE K. CARUSO
-------------------------------------
Gale K. Caruso, President and Chief
Executive Officer
KEMPER INVESTORS LIFE INSURANCE COMPANY
(Depositor)
By: /s/ GALE K. CARUSO
-------------------------------------
Gale K. Caruso, President and Chief
Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following directors and principal officers of Kemper
Investors Life Insurance Company in the capacities indicated on the 25th day of
October, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ GALE K. CARUSO President, Chief Executive Officer and Director
----------------------------------------------------- (Principal Executive Officer)
Gale K. Caruso
/s/ W. H. BOLINDER Chairman of the Board and Director
-----------------------------------------------------
William H. Bolinder
/s/ FREDERICK L. BLACKMON Executive Vice President and Chief Financial Officer
----------------------------------------------------- (Principal Financial Officer and Principal Accounting
Frederick L. Blackmon Officer)
/s/ DAVID A. BOWERS Director
-----------------------------------------------------
David A. Bowers
/s/ ELIANE C. FRYE Director
-----------------------------------------------------
Eliane C. Frye
/s/ GUNTHER GOSE Director
-----------------------------------------------------
Gunther Gose
/s/ JAMES E. HOHMANN Director
-----------------------------------------------------
James E. Hohmann
</TABLE>
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