<PAGE> 1
As filed with Securities and Exchange Commission on
August 18, 2000
Registration No. 33-88082
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-6
POST-EFFECTIVE AMENDMENT NO. 9
TO REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
(Exact Name of Trust)
NEW ENGLAND LIFE INSURANCE COMPANY
(Name of Depositor)
501 Boylston Street
Boston, Massachusetts 02117
(Address of depositor's principal executive offices)
---------------------
MARIE C. SWIFT
Counsel
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117
(Name and address of agent for service)
Copies to:
STEPHEN E. ROTH
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
---------------------------
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on November 6, 2000 pursuant to paragraph (a)(1) of Rule 485
[ ] 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 Flexible Premium
Adjustable Variable Life Insurance Policies.
<PAGE> 2
NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
REGISTRATION STATEMENT ON FORM S-6
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
-------- ---------------------
<S> <C>
1 Cover Page
2 Cover Page
3 Inapplicable
4 NELICO's Distribution Agreement
5 NELICO
6 The Variable Account
9 Inapplicable
10(a) Other Policy Features
10(b) Policy Values and Benefits
10(c), (d), (e) Death Benefit; Cash Value; 24 Month Right; Surrender; Partial Surrender; Right to Return
the Policy; Loan Provision; Transfer Option; Premiums
10(f), (g), (h) Voting Rights; Rights Reserved by NELICO
10(i) Limits to NELICO's Right to Challenge the Policy; Payment of Proceeds; Investment Options
11 The Variable Account
12 Investments of the Variable Account; NELICO's Distribution Agreement
13 Charges and Expenses; NELICO's Distribution Agreement; Charge for NELICO's Income Taxes;
Appendix A
14 Amount Provided for Investment Under the Policy; NELICO's Distribution Agreement
15 Premiums
16 Investments of the Variable Account
17 Captions referenced under Items 10(c), (d), (e) and (i) above
18 The Variable Account
19 Reports; NELICO's Distribution Agreement
20 Captions referenced under Items 6 and 10(g) above
21 Loan Provision
22 Inapplicable
23 NELICO's Distribution Agreement
24 Limits to NELICO's Right to Challenge the Policy
25 NELICO
26 NELICO's Distribution Agreement
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
-------- ---------------------
<S> <C>
27 NELICO
28 Management
29 NELICO
30 Inapplicable
31 Inapplicable
32 Inapplicable
33 Inapplicable
34 NELICO's Distribution Agreement
35 NELICO
36 Inapplicable
37 Inapplicable
38 NELICO's Distribution Agreement
39 NELICO's Distribution Agreement
40 NELICO's Distribution Agreement
41(a) NELICO's Distribution Agreement
42 Inapplicable
43 Inapplicable
44(a) Investments of the Variable Account; Amount Provided for Investment Under the Policy;
Deductions from Premiums; Flexible Premiums
44(b) Charges and Expenses
44(c) Flexible Premiums; Deductions from Premiums
45 Inapplicable
46 Investments of the Variable Account; Captions referenced under Items 10(c), (d) and (e)
above
47 Inapplicable
48 Inapplicable
49 Inapplicable
50 Inapplicable
51 Cover Page; Death Benefit; Lapse and Reinstatement; Charges and Expenses; Additional
Benefits by Rider; 24 Month Right; Payment Options; Policy Owner and Beneficiary;
Premiums; NELICO's Distribution Agreement
52 Rights Reserved by NELICO
53 Tax Considerations
54 Inapplicable
55 Inapplicable
59 Financial Statements
</TABLE>
<PAGE> 4
ZENITH FLEXIBLE LIFE
Flexible Premium Adjustable
Variable Life Insurance Policies
Issued by
New England Variable Life Separate Account of
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000
This prospectus offers individual flexible premium adjustable variable life
insurance policies the ("Policies") issued by New England Life Insurance Company
("NELICO").
The Policy provides premium flexibility. You may choose between two death
benefit options. One provides a fixed death benefit equal to the Policy's face
amount. The other provides a death benefit that may vary daily with the
investment experience of the Eligible Funds. Cash value allocated to the
Eligible Funds is not guaranteed, and fluctuates daily with the investment
results of the Eligible Funds.
You allocate net premiums among the investment Sub-Accounts of NELICO's
Variable Life Separate Account (the "Variable Account"). Each Sub-Account of the
Variable Account invests in shares of an Eligible Fund. The Eligible Funds are:
NEW ENGLAND ZENITH FUND
Back Bay Advisors Bond Income Series
Back Bay Advisors Managed Series
Back Bay Advisors Money Market Series
Capital Growth Series
Westpeak Growth and Income Series
Westpeak Stock Index Series
Balanced Series
Loomis Sayles Small Cap Series
Alger Equity Growth Series
Davis Venture Value Series
Harris Oakmark Mid Cap Value Series
Morgan Stanley International Magnum Equity Series
MFS Investors Series
MFS Research Managers Series
METROPOLITAN SERIES FUND, INC.
Putnam Large Cap Growth Portfolio*
Janus Mid Cap Portfolio*
Russell 2000(R) Index Portfolio*
VARIABLE INSURANCE PRODUCTS FUND ("VIP")
Overseas Portfolio
Equity-Income Portfolio
High Income Portfolio
VARIABLE INSURANCE PRODUCTS FUND II ("VIP II")
Asset Manager Portfolio
---------------
* Subject to any necessary state insurance department approvals
You receive Zenith Money Market Sub-Account performance until the later of
45 days after the date Part 1 of the application is signed or 10 days after we
mail the Notice of Withdrawal Right. Thereafter, we invest the Policy's cash
value according to your instructions.
DURING THE FOURTH QUARTER OF 2000, WE ANTICIPATE REPLACING THE MORGAN
STANLEY INTERNATIONAL MAGNUM EQUITY SERIES WITH THE PUTNAM INTERNATIONAL STOCK
PORTFOLIO OF THE METROPOLITAN SERIES FUND, INC, SUBJECT TO REGULATORY APPROVALS.
You may also allocate net premiums to a Fixed Account in most states. Limits
apply to transfers to and from the Fixed Account.
You may cancel the Policy during the "Right to Return the Policy" period.
Replacing existing insurance with the Policy might not be to your advantage.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
POLICIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE THAT CONTAINS
THE STATEMENTS OF ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE,
AND OTHER INFORMATION REGARDING REGISTRANTS THAT FILE ELECTRONICALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE ADDRESS OF THE SITE IS
HTTP://WWW.SEC.GOV.
THE ELIGIBLE FUND PROSPECTUSES ARE ATTACHED. PLEASE READ THEM AND KEEP THEM
FOR REFERENCE.
WE DO NOT GUARANTEE HOW ANY OF THE SUB-ACCOUNTS OR ELIGIBLE FUNDS WILL
PERFORM. THE POLICIES AND THE ELIGIBLE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY.
, 2000
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
GLOSSARY.................................................... A-4
INTRODUCTION TO THE POLICIES................................ A-5
The Policies............................................ A-5
Availability of the Policy.............................. A-6
Policy Charges.......................................... A-7
How the Policy Works.................................... A-10
Receipt of Communications and Payments at NELICO's Home
Office................................................. A-11
NELICO.................................................. A-11
POLICY VALUES AND BENEFITS.................................. A-12
Death Benefit........................................... A-12
Death Proceeds Payable.................................. A-12
Change in Death Benefit Option.......................... A-12
Extending the Maturity Date............................. A-12
Cash Value.............................................. A-13
Net Investment Experience............................... A-13
Allocation of Net Premiums.............................. A-13
Amount Provided for Investment under the Policy......... A-13
Right to Return the Policy.............................. A-14
State Variations........................................ A-14
CHARGES AND EXPENSES........................................ A-14
Deductions from Premiums................................ A-14
Surrender Charge........................................ A-15
Monthly Deduction from Cash Value....................... A-16
Charges Against the Eligible Funds and the Sub-Accounts
of the Variable Account................................ A-18
Group or Sponsored Arrangements......................... A-18
PREMIUMS.................................................... A-19
Flexible Premiums....................................... A-19
Lapse and Reinstatement................................. A-20
OTHER POLICY FEATURES....................................... A-20
Increase in Face Amount................................. A-20
Loan Provision.......................................... A-21
Surrender............................................... A-22
Partial Surrender....................................... A-22
Reduction in Face Amount................................ A-22
Investment Options...................................... A-23
Transfer Option......................................... A-23
Dollar Cost Averaging................................... A-23
Asset Rebalancing....................................... A-24
Substitution of Insured Person.......................... A-24
Payment of Proceeds..................................... A-24
24 Month Right.......................................... A-25
Payment Options......................................... A-25
Additional Benefits by Rider............................ A-26
Policy Owner and Beneficiary............................ A-26
THE VARIABLE ACCOUNT........................................ A-27
Investments of the Variable Account..................... A-27
Investment Management................................... A-29
</TABLE>
A-2
<PAGE> 6
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE FIXED ACCOUNT........................................... A-30
General Description..................................... A-30
Values and Benefits..................................... A-30
Policy Transactions..................................... A-30
NELICO'S DISTRIBUTION AGREEMENT............................. A-31
LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY............ A-31
Misstatement of Age or Sex.............................. A-31
Suicide................................................. A-32
TAX CONSIDERATIONS.......................................... A-32
Introduction............................................ A-32
Tax Status of the Policy................................ A-32
Tax Treatment of Policy Benefits........................ A-32
NELICO's Income Taxes................................... A-34
MANAGEMENT.................................................. A-34
VOTING RIGHTS............................................... A-36
RIGHTS RESERVED BY NELICO................................... A-37
TOLL-FREE NUMBERS........................................... A-37
REPORTS..................................................... A-37
ADVERTISING PRACTICES....................................... A-37
LEGAL MATTERS............................................... A-38
REGISTRATION STATEMENT...................................... A-38
EXPERTS..................................................... A-38
APPENDIX A: ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES,
NET CASH VALUE AND ACCUMULATED PREMIUMS................... A-39
APPENDIX B: INVESTMENT EXPERIENCE INFORMATION............... A-48
APPENDIX C: LONG TERM MARKET TRENDS......................... A-71
APPENDIX D: USES OF LIFE INSURANCE.......................... A-72
APPENDIX E: TAX INFORMATION................................. A-73
APPENDIX F: TAX LAW AND THE DEATH BENEFIT................... A-74
FINANCIAL STATEMENTS........................................ AA-1
</TABLE>
A-3
<PAGE> 7
GLOSSARY
ACCOUNT. A sub-account of the Variable Account or the Fixed Account.
AGE. The age of an insured refers to the insured's age at his or her
nearest birthday.
BASE POLICY. The Policy without riders.
CASH VALUE. A Policy's cash value includes the amount of its cash value
held in the Variable Account, the amount held in the Fixed Account and, if there
is an outstanding Policy loan, the amount of its cash value held in our general
account as a result of the loan.
COMMISSION BREAKPOINT PREMIUM. We use the Commission Breakpoint Premium to
measure sales commissions. It equals between 115.5% and 121% of a Target
Premium, depending on the insured's issue age, plus a portion of certain rider
premiums.
EXCESS POLICY LOAN. When Policy loans plus accrued interest exceed the
Policy's cash value less the applicable Surrender Charge.
FIXED ACCOUNT. The Fixed Account is a part of our general account to which
you may allocate net premiums. It provides guarantees of principal and interest.
INVESTMENT START DATE. This is the latest of the date we first receive a
premium payment for the Policy, the date Part II of the Policy application is
signed (if any is required) and the Policy Date.
MATURITY DATE. The Policy anniversary on which the insured is (or would
have been) age 100. The Policy will not mature on this date if the extended
maturity option has been added to the Policy.
NET CASH VALUE. The amount you receive if you surrender the Policy. It is
equal to the Policy's cash value reduced by any Surrender Charge that would
apply on surrender and by any outstanding Policy loan and accrued interest.
NET INVESTMENT EXPERIENCE. For any period, a Sub-Account's net investment
experience equals the investment experience of the underlying Eligible Fund's
shares for the same period, reduced by the amount of charges against the
Sub-Account for that period.
PLANNED PREMIUM. The Planned Premium is the premium payment schedule you
choose to help meet your future goals under the Policy. The Planned Premium is a
level amount that is subject to certain limits under the Policy. Payments in
addition to any Planned Premium are called unscheduled payments in the Policy
and can be paid at any time, subject to certain limits.
PREMIUMS. Premiums include all payments under the Policy, whether a Planned
Premium or an unscheduled payment.
POLICY DATE. If you make a premium payment with the application, the Policy
Date is generally the later of the date Part II of the application (if any) was
signed and receipt of the premium payment. If you choose to pay the initial
premium upon delivery of the Policy, we issue the Policy with a Policy Date
which is generally five days after issue.
TARGET PREMIUM. We use the Target Premium to determine the amount of
Deferred Sales Charge that may apply on a surrender, partial surrender, lapse or
face amount reduction. The Target Premium varies by issue age, sex and
underwriting class of the insured and the Policy's face amount. The Target
Premium is less than or equal to 75% of the annual premium necessary to maintain
a fixed benefit whole life insurance Policy for the same face amount on the life
of the insured. We calculate the annual whole life premium using an assumed
interest rate of 4%, guaranteed cost of insurance charges and the current level
of other Policy charges.
YOU. "You" refers to the Policy Owner.
A-4
<PAGE> 8
INTRODUCTION TO THE POLICIES
THE POLICIES
The Policies are designed to provide lifetime insurance coverage. They are
not offered primarily as an investment.
Here is a summary of the Policy's basic features. You should read the entire
prospectus for more complete information.
-- You can make premium payments under the Policy based on a schedule you
determine, subject to some limits. We can limit or prohibit unscheduled
payments in some situations, including cases where the insured is in a
substandard risk class. (See "Premiums".)
-- You can allocate net premiums to one or more of the Sub-Accounts of the
Variable Account corresponding to mutual fund portfolios after an
initial period in the Zenith Back Bay Money Market Sub-Account. (See
"Allocation of Net Premiums" and "Investment Options".)
-- The mutual fund portfolios available under the Policy include several
common stock funds, including funds which invest primarily in foreign
securities, two bond funds, two managed funds, a balanced fund, and a
money market fund. You may allocate your Policy's cash value to a
maximum of ten accounts (including the Fixed Account) at any one time.
(See "Investments of the Variable Account".)
-- If the Fixed Account is available in your state, you may also allocate
funds to that account. We provide guarantees of Fixed Account principal
and interest. SPECIAL LIMITS APPLY TO TRANSFERS OF CASH VALUE FROM THE
--------------------------------------------------------
FIXED ACCOUNT. We have the right to restrict transfers of cash value and
-------------
allocations of premiums into the Fixed Account. (See "The Fixed
Account".)
-- The cash value of the Policy will vary daily based on the net investment
experience of your Policy's Sub-Accounts and the amount of interest
credited to your Policy's cash value in the Fixed Account. (See "Cash
Value", "Charges and Expenses", "Premiums", "Loan Provision" and
"Partial Surrender".)
-- The portion of the cash value in the Sub-Accounts is not guaranteed. You
bear the investment risk on this portion of the cash value. (See "Cash
Value".)
-- You may choose between two death benefit options under the Policy. The
level option death benefit equals the Policy's face amount. The variable
option death benefit equals the face amount plus any cash value, which
varies with the net investment experience of your Policy's Sub-Accounts
and the rate of interest credited on your cash value in the Fixed
Account. The death benefit in either case could increase to satisfy tax
law requirements if the cash value reaches certain levels. (See "Death
Benefit".)
-- Unless the extended maturity option is part of your Policy, if the
insured is alive and the Policy is in force on the Maturity Date, the
Policy will then terminate. In that case we pay you the Policy's net
cash value as of the Maturity Date. (See "Extending the Maturity Date".)
-- You may change your allocation of future net premiums at any time. (See
"Allocation of Net Premiums" and "Investment Options".)
-- After the "Right to Return the Policy" period, the Policy allows you to
transfer cash value among the Sub-Accounts and, generally, to the Fixed
Account up to four times in a Policy year (twelve times in a Policy year
for Policies issued in New York) without our consent. We currently allow
12 transfers per Policy year in all states. Transfers and allocations
involving the Fixed Account are subject to some limits. (See "Transfer
Option" and "The Fixed Account--Policy Transactions".)
-- A loan privilege and a partial surrender feature are available. (See
"Loan Provision" and "Partial Surrender".)
-- Death benefits paid to the beneficiary generally are not subject to
Federal income tax. Under current law, undistributed increases in cash
value generally are not taxable to you. (See "Tax Considerations".)
-- Loans, assignments and other pre-death distributions may have tax
consequences depending primarily on the amount which you have paid into
the Policy but also on any "material change" in the terms or benefits of
the Policy or any death benefit reduction. If premium payments, a death
benefit reduction, or a material change cause the Policy to become a
"modified endowment contract", then pre-death distributions (including
loans) will be included in income on an income first basis, and a 10%
penalty tax may be imposed on income distributed before the Policy Owner
attains age 59 1/2. Tax considerations may therefore influence the
amount and timing of premium payments and certain Policy transactions
which you choose to make. (See "Tax Considerations".)
A-5
<PAGE> 9
-- If the Policy is not a modified endowment contract, we believe that
loans under the Policy will generally not be taxable to you as long as
the Policy has not lapsed, been surrendered or terminated. With some
exceptions, other pre-death distributions under a Policy that is not a
modified endowment contract are includible in income only to the extent
they exceed your investment in the Policy. (See "Tax Considerations".)
-- During the "Right to Return the Policy" period you can return the Policy
for a refund. (See "Right to Return the Policy".)
-- Within 24 months after a Policy's date of issue, you may exercise the
Policy's 24 Month Right. If you do, we allocate all or part of your
Policy's cash value and future premiums to the Fixed Account. The
purpose of the 24 Month Right is to provide you with fixed Policy values
and benefits. (See "24 Month Right" for a description of this provision
and for a description of the variation which applies to Policies issued
in Maryland and New Jersey.)
In many respects the Policies are similar to fixed-benefit universal life
insurance. Like universal life insurance, the Policies offer death benefits and
provide flexible premiums, a cash value, and loan privileges.
The Policies are different from fixed-benefit universal life insurance in
that the death benefit may, and the cash value will, vary to reflect the
investment experience of the selected Sub-Accounts.
The Policies are designed to provide insurance protection. Although the
underlying mutual fund portfolios invest in securities similar to those in which
mutual funds available directly to the public invest, in many ways the Policies
differ from mutual fund investments. The main differences are:
-- The Policy provides a death benefit based on our assumption of an
actuarially calculated risk.
-- If the net cash value is not sufficient to pay a Monthly Deduction, the
Policy may lapse with no value unless you pay additional premiums. If
the Policy lapses when Policy loans are outstanding, adverse tax
consequences may result.
-- In addition to sales charges, insurance-related charges not associated
with mutual fund investments are deducted from the premiums and values
of the Policy. These charges include various insurance, risk,
administrative and premium tax charges. (See "Charges and Expenses".)
-- The Variable Account, not the Policy Owner, owns the mutual fund shares.
-- Federal income tax liability on any earnings is generally deferred until
you receive a distribution from the Policy. Transfers from one
underlying fund portfolio to another do not incur tax liability under
current law.
-- Dividends and capital gains are automatically reinvested.
For a discussion of some of the uses of the Policies, see "Appendix D: Uses
of Life Insurance".
AVAILABILITY OF THE POLICY
The Policies are available for insureds from the age of one to 80 on an
underwritten basis and from the age of 20 to 70 on an automatic issue basis. (We
issue automatic issue Policies based on very limited underwriting information.
Automatic issue Policies may not be available in New Jersey.) We may consent to
issue the Policies on insureds below the age of one and up to age 85. All
persons must meet our underwriting and other requirements.
The minimum face amount for the base Policy is $100,000 unless we consent to
a lower amount, but exceptions apply. The minimum base Policy face amount
available is $50,000 in business situations (situations in which two or more
Policies, on more than one life, are totally or partially funded, directly or
indirectly, by an employer) where the average face amount is at least $100,000,
and $25,000 for pension plans qualified under Section 401 of the Internal
Revenue Code ("tax-qualified pension plans"). Policies with a minimum face
amount of $50,000 may also be available for juvenile insureds in the state of
New Jersey. For a tax-qualified pension plan, the tax deferred accrual feature
is provided by the plan. Therefore, there should be reasons other than tax
deferral for acquiring a life insurance policy within a tax-qualified pension
plan.
We offer other variable life insurance policies, with different fees and
charges, that invest in the Eligible Funds. Your registered representative has
additional information.
A-6
<PAGE> 10
POLICY CHARGES
PREMIUM-BASED CHARGES. We deduct the following charges from premiums:
-- A maximum sales charge of 4%. A 3% sales charge will apply to larger
Policies and to Policies sold in certain business situations or to
certain tax-qualified pension plans;
-- A state premium tax charge of 2.5%;
-- A charge for federal taxes of 1%.
SURRENDER CHARGE. The Surrender Charge includes:
-- A deferred sales charge. This charge applies to a lapse, total or
partial surrender or face amount reduction during the first 11 Policy
years. For Policies covering insureds whose issue age is 55 or less at
issue, the maximum Deferred Sales Charge applies in Policy years two
through five. The maximum Deferred Sales Charge in those years equals
72% of one Target Premium. After the fifth Policy year, the maximum
Deferred Sales Charge declines on a monthly basis until it reaches 0% in
the last month of the eleventh Policy year. The charge may be less if
the issue age is above 55.
-- A deferred administrative charge. This charge applies to a lapse, total
or partial surrender or reduction in face amount during the first 11
Policy years. This charge is $2.50 per $1,000 of the base Policy's face
amount for the first Policy year, and then reduces monthly until it
reaches 0 at the end of the 11th Policy year. The charge will be less if
the issue age is greater than 65.
We deduct the Surrender Charge from the Policy's available cash value,
regardless of whether that cash value comes from premiums or investment
experience.
MONTHLY DEDUCTION FROM CASH VALUE. We deduct certain charges from the cash
value:
-- Monthly charge for the cost of insurance and for any benefits provided
by rider;
-- Monthly administrative charge, currently equal to $0.08 per $1,000 of
base Policy face amount for the first Policy year and $0.02 per $1,000
thereafter (guaranteed not to exceed $0.08 per $1,000 of base Policy
face amount in the first Policy year and $0.04 per $1,000 thereafter).
For tax-qualified pension plans the monthly administrative charge after
the first Policy year is currently $0.03 per $1,000 of base Policy face
amount rather than $0.02. On a current basis, we intend not to charge
more than $40 per month ($60 for tax-qualified pension plans) for the
monthly administrative charge after the first Policy year;
-- Monthly Policy fee, currently equal to $15.00 per month in the first
Policy year and $5.00 per month thereafter (guaranteed not to exceed
$15.00 per month in the first Policy year and $7.00 per month
thereafter). For Policies sold to tax-qualified pension plans the
monthly Policy fee after the first Policy year currently is $6.00 rather
than $5.00.
CHARGES DEDUCTED FROM THE VARIABLE ACCOUNT AND THE ELIGIBLE FUNDS. The
following charges are deducted from the Variable Account and Eligible Fund
assets:
-- Daily charge against the Sub-Account assets for our mortality and
expense risk, currently equal to an annual rate of .25% (guaranteed not
to exceed .50%);
-- Daily charges against the Eligible Fund portfolios for investment
advisory services and fund operating expenses.
Currently, we do not charge the Variable Account for any federal income
taxes. We may, however, impose such a charge in the future.
A-7
<PAGE> 11
The following table shows the annual operating expenses for each New England
Zenith Fund series, based on actual expenses for 1999, after any applicable
expense cap or expense deferral arrangement:
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER ANY EXPENSE CAP)
<TABLE>
<CAPTION>
BACK BACK
BAY BAY BACK WESTPEAK LOOMIS
ADVISORS ADVISORS BAY WESTPEAK GROWTH SAYLES
CAPITAL BOND MONEY ADVISORS STOCK AND SMALL
GROWTH INCOME MARKET MANAGED INDEX INCOME CAP
SERIES SERIES SERIES SERIES SERIES SERIES SERIES*
------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee........................ .62% .40% .35% .50% .25% .68% .90%
Other Expenses........................ .04% .08% .05% .08% .10% .06% .10%
--- --- --- --- --- --- ----
Total Series Operating
Expenses................... .66% .48% .40% .58% .35% .74% 1.00%
</TABLE>
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER EXPENSE DEFERRAL)
<TABLE>
<CAPTION>
HARRIS MORGAN
OAKMARK STANLEY DAVIS ALGER MFS
MID CAP INTERNATIONAL VENTURE EQUITY MFS RESEARCH
VALUE BALANCED MAGNUM VALUE GROWTH INVESTORS MANAGERS
SERIES SERIES EQUITY SERIES SERIES SERIES SERIES* SERIES*
------- -------- -------------- ------- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee........................... .75% .70% .90% .75% .75% .75% .75%
Other Expenses........................... .13% .07% .40% .06% .05% .15% .15%
--- --- ---- --- --- --- ---
Total Series Operating
Expenses...................... .88% .77% 1.30% .81% .80% .90% .90%
</TABLE>
------------
* Without the applicable expense cap or expense deferral arrangement (described
below), Total Series Operating Expenses for the year ended December 31, 1999
would have been: MFS Investors Series, 2.03%; and MFS Research Managers
Series, 2.03%, both on an annualized basis since the Series' start date of
April 30, 1999. In 1999 the management fee for the Loomis Sayles Small Cap
Series was 1.00%, and Total Series Operating Expenses were capped at 1.00%.
Without the expense cap, Total Series Operating Expenses would have been
1.10%.
Our affiliate, New England Investment Management, Inc., advises the series
of the Zenith Fund except for the Capital Growth Series. New England Investment
Management voluntarily limits the expenses (other than brokerage costs,
interest, taxes or extraordinary expenses) of certain series with either an
expense cap or expense deferral arrangement. Under the expense cap, New England
Investment Management bears expenses of the Loomis Sayles Small Cap Series that
exceed 1.00% of average daily net assets. Under the expense deferral agreement,
New England Investment Management bears expenses of the Harris Oakmark Mid Cap
Value, Morgan Stanley International Magnum Equity, MFS Investors, and MFS
Research Managers Series that exceed .90% of average daily net assets (1.30% for
the Morgan Stanley International Magnum Equity Series) in the year the series
incurs them and charges those expenses to the series in a future year if actual
expenses of the series are below the limit. New England Investment Management
may end these expense limits at any time.
MetLife is the investment advisor for the Portfolios of the Metropolitan
Series Fund, Inc. The Portfolios pay investment management fees to MetLife and
also bear other expenses. The chart below shows the total operating expenses of
the Portfolios based on the year ended December 31, 1999 and current expense
subsidies (in the case of the Putnam Large Cap Growth Portfolio, anticipated
expenses for 2000) as a percentage of Portfolio net assets.
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEES EXPENSES EXPENSES
--------- ---------- -------- ------------
<S> <C> <C> <C>
Putnam Large Cap Growth..................................... .80% .20% 1.00%*
Janus Mid Cap............................................... .67% .04% .71%
Russell 2000 Index.......................................... .25% .30% .55%*
</TABLE>
------------
* MetLife voluntarily pays expenses (other than the management fee, brokerage
commissions, taxes, interest and other loan costs, and any unusual one-time
expenses) of the Putnam Large Cap Growth Portfolio that exceed .20% of net
assets until the earlier of (i) July 1, 2002 and (ii) the date when the
Portfolio's net assets reach $100 million. Without this subsidy, the
anticipated total annual expenses of the Putnam Large Cap Growth Portfolio
would be 1.39%. MetLife also paid such expenses that exceeded .20% of net
assets for the Russell 2000 Index Portfolio until December 3, 1999. Without
this subsidy the total annual expenses of the Russell 2000 Index Portfolio for
1999 would have been .89%. Beginning February 22, 2000,
A-8
<PAGE> 12
MetLife is paying such expenses that exceed .30% of the Russell 2000 Index
Portfolio's net assets until the earlier of (i) April 30, 2001 and (ii) the
date when the Portfolio's assets reach $200 million. Total Annual Expenses for
the Russell 2000 Index Portfolio are shown as if this subsidy was in effect
for the entire current year. MetLife can terminate these arrangements at any
time upon notice to the Board of Directors and to Fund shareholders.
The investment adviser for VIP and VIP II is Fidelity Management & Research
Company ("FMR"). The Portfolios of VIP and VIP II pay investment management fees
to FMR and also bear other expenses. For the year ended December 31, 1999, the
total operating expenses of the Portfolios, as a percentage of Portfolio average
net assets, were:
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEES EXPENSES EXPENSES
--------- ---------- -------- ------------
<S> <C> <C> <C>
VIP Equity-Income........................................... .48% .09% .57%*
VIP Overseas................................................ .73% .18% .91%*
VIP High Income............................................. .58% .11% .69%
VIP II Asset Manager........................................ .53% .10% .63%*
</TABLE>
------------
* Total annual expenses do not reflect certain expense reductions due to
directed brokerage arrangements and custodian interest credits. If we included
these reductions, total annual expenses would have been .56% for VIP
Equity-Income Portfolio, .87% for VIP Overseas Portfolio and .62% for VIP II
Asset Manager Portfolio.
An investment adviser or affiliates thereof may compensate NELICO and/or
certain affiliates for administrative, distribution, or other services relating
to Eligible Funds. This compensation is based on assets of the Eligible Funds
attributable to the Policies and certain other variable insurance products that
we and our affiliates issue. Some advisers and/or affiliates may pay us more
than others. New England Securities may also receive brokerage commissions on
securities transactions initiated by an investment adviser.
See "Charges and Expenses".
A-9
<PAGE> 13
[HOW THE POLICY WORKS FLOW CHART]
HOW THE POLICY WORKS
--------------------
PREMIUM PAYMENTS
- Flexible
- Planned premium options
- Minimum premium (in first five Policy years)
CHARGES FROM PREMIUM PAYMENTS
- Sales Load: 4% (3% for certain larger Policies and Policies sold in certain
business situations or to certain tax-qualified pension plans).
- State Premium Tax Charge: 2.5%
- Charge for Federal Taxes: 1%
LOANS
- After the free look period, you may borrow a portion of your cash value
- Loan interest charge is 5.5%. We transfer loaned funds out of the Eligible
Funds into the General Account where we credit them with not less than 4.0%
interest. (Currently we intend to credit 5.25% interest after 15 Policy
years.)
RETIREMENT BENEFITS
- Fixed settlement options are available for policy proceeds
CASH VALUES
- Net premium payments invested in your choice of Eligible Fund investments or
the Fixed Account (after an initial period in the Zenith Money Market
Sub-Account)
- The cash value reflects investment experience, interest, premium payments,
policy charges, and any distributions from the Policy
- We do not guarantee the cash value invested in the Eligible Funds
- Any earnings you accumulate are generally free of any current income taxes
- You may change the allocation of future net premiums at any time. You may
currently transfer funds among investment options (and to the Fixed Account)
up to 12 times per Policy year after the free look period.
We limit the timing, frequency and amount of transfers from (and in some
cases to) the Fixed Account
- You may allocate your cash value among a maximum of ten accounts at any time
DEATH BENEFIT
- Level or Variable Death Benefit Options
- Guaranteed not to be less than face amount (less any loan balance) during
first five Policy years if the five-year Minimum Premium guarantee is in
effect.
- Income tax free to named beneficiary
DAILY DEDUCTIONS FROM ASSETS
- Mortality and expense risk charges of .25% (guaranteed not to exceed .50%) on
an annual basis are deducted from the cash value
- Investment advisory fees and other expenses are deducted from the Eligible
Fund values
BEGINNING OF MONTH CHARGES
- We deduct the cost of insurance protection (reflecting any substandard risk
or automatic issue rating) from the cash value each month
- Any Rider Charges
- Policy Fee: $15.00 (not to exceed $15.00) per month (first year) and $5.00
(not to exceed $7.00) per month thereafter. For Policies sold to
tax-qualified pension plans charge is currently $6.00 per month after first
year.
- Administrative Charge: $.08 (guaranteed not to exceed $.08) per $1000 face
amount monthly (first year) and $.02 (guaranteed not to exceed $.04) per
$1000 face amount monthly (after first year). For Policies sold to
tax-qualified pension plans charge is currently $.03 per $1,000 after first
year.
SURRENDER CHARGES
- Deferred Sales Charge and Deferred Administrate Charge (see page A-15)
LIVING BENEFITS
- If policyholder has elected and qualified for benefits for disability and
becomes totally disabled, we will waive monthly charges during the period of
disability up to certain limits
- You may surrender the Policy at any time for its cash surrender value
- Deferred income taxes, including taxes on certain amounts borrowed, become
payable upon surrender
- Grace period for lapsing with no value is 62 days from the first date in
which Monthly Deduction was not paid due to insufficient cash value
- Subject to our rules, you may reinstate a lapsed Policy within seven years of
date of lapse if it has not been surrendered
A-10
<PAGE> 14
RECEIPT OF COMMUNICATIONS AND PAYMENTS AT NELICO'S HOME OFFICE
We will treat your request for a Policy transaction, or your submission of a
payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Home Office before the close of
regular trading on the New York Stock Exchange on that day. If we receive it
after that time, or if the New York Stock Exchange is not open that day, then we
will treat it as received on the next day when the New York Stock Exchange is
open.
NELICO
NELICO was organized as a stock life insurance company in Delaware in 1980
and is licensed to sell life insurance in all states, the District of Columbia
and Puerto Rico. Originally, NELICO was a wholly-owned subsidiary of New England
Mutual Life Insurance Company ("New England Mutual"). On August 30, 1996, New
England Mutual merged into Metropolitan Life Insurance Company ("MetLife"), a
life insurance company whose principal office is One Madison Avenue, New York,
NY 10010. MetLife then became the parent of NELICO. MetLife is a wholly-owned
subsidiary of MetLife, Inc., a publicly-traded company. In connection with the
merger, NELICO changed its name from "New England Variable Life Insurance
Company" to "New England Life Insurance Company" and changed its domicile from
the State of Delaware to the Commonwealth of Massachusetts. NELICO's Home Office
is now at 501 Boylston Street, Boston, Massachusetts 02116. NELICO's mailing
address is: P.O. Box 9116, Boston, Massachusetts 02117.
The following chart illustrates the relationship of NELICO, the Fixed
Account, the Variable Account and the Eligible Funds.
[NELICO FLOW CHART]
NELICO
(Insurance company subsidiary of MetLife)
We deduct charges.
We allocate net premiums and net unscheduled payments to your choice of
sub-accounts in the Variable Account or to the Fixed Account.
Premiums and Unscheduled Payments
Fixed Account
VARIABLE ACCOUNT
Zenith Capital Growth Sub-Account
Zenith Back Bay Bond Income Sub-Account
Zenith Back Bay Money Market Sub-Account
Zenith Back Bay Managed Sub-Account
Zenith Westpeak Stock Index Sub-Account
Zenith Westpeak Growth and Income Sub-Account
Zenith Loomis Sayles Small Cap Sub-Account
Zenith Balanced Sub-Account
Zenith Alger Equity Growth Sub-Account
Zenith Davis Venture Value Sub-Account
Zenith Harris Oakmark Mid Cap Value Sub-Account
Zenith Morgan Stanley International Magnum Equity Sub-Account
Zenith MFS Investors Sub-Account
Zenith MFS Research Managers Sub-Account
Metropolitan Putnam Large Cap Growth Sub-Account
Metropolitan Janus Mid Cap Sub-Account
Metropolitan Russell 2000 Index Sub-Account
VIP Equity-Income Sub-Account
VIP Overseas Sub-Account
VIP High Income Sub-Account
VIP II Asset Manager Sub-Account
Sub-accounts buy shares of the Eligible Funds.
NEW ENGLAND ZENITH FUND
Capital Growth Series
Back Bay Advisors Bond Income Series
Back Bay Advisors Money Market Series
Back Bay Advisors Managed Series
Westpeak Stock Index Series
Westpeak Growth and Income Series
Loomis Sayles Small Cap Series
Balanced Series
Alger Equity Growth Series
Davis Venture Value Series
Harris Oakmark Mid Cap Value Series
Morgan Stanley International Magnum Equity Series
MFS Investors Series
MFS Research Managers Series
Metropolitan Series Fund, Inc.*
Putnam Large Cap Growth Portfolio
Janus Mid Cap Portfolio
Russell 2000 Index Portfolio
VIP
Equity-Income Portfolio
Overseas Portfolio
High Income Portfolio
VIP II
Asset Manager Portfolio
Eligible Funds buy portfolio investments to support values and benefits of the
Policies.
* Availability of the Portfolios of the Metropolitan Series Fund, Inc. is
subject to any necessary state insurance department approvals.
A-11
<PAGE> 15
POLICY VALUES AND BENEFITS
DEATH BENEFIT
If the insured dies while the Policy is in force, we pay a death benefit to
the beneficiary.
DEATH BENEFIT OPTIONS. When you apply for a Policy, you choose between two
death benefit options.
The Option 1 (Face Amount) death benefit is equal to the face amount of the
Policy. The Option 1 death benefit is fixed, subject to increases required by
the Internal Revenue Code.
The Option 2 (Face Amount Plus Cash Value) death benefit is equal to the
face amount of the Policy, plus the Policy's cash value, if any. The Option 2
death benefit is also subject to increases required by the Internal Revenue
Code.
To meet the Internal Revenue Code's definition of life insurance, the death
benefit will not be less than a certain multiple of the Policy's cash value,
including the portion of any Monthly Deduction made for a period beyond the date
of death. (See Appendix F.) This means that, if the cash value grows to certain
levels, the death benefit increases to satisfy tax law requirements. At that
point, any payment you make into the Policy will increase the death benefit by
more than it increases the cash value. (See "Premiums".)
TERM RIDER "IN" OR "OUT." If you add a Level Term Insurance Rider to the
Policy, you can have the face amount of the rider added to the face amount of
the Policy for purposes of calculating the Option 1 or Option 2 death benefit.
Your election is irrevocable. If you include the rider coverage in the
calculation of the death benefit, the Policy may provide greater potential for
cash value to grow relative to the death benefit. If you do not include the
rider coverage in the calculation of the death benefit, the Policy may provide
greater potential for the death benefit to grow relative to cash value; also,
you may be able to convert "outside" term (but not "inside" term) coverage to
permanent insurance.
DEATH PROCEEDS PAYABLE
The death proceeds we pay are equal to the death benefit on the date of the
insured's death, reduced by any outstanding loan and accrued loan interest on
that date. If the death occurs during the grace period, we reduce the proceeds
by the amount due, to cover unpaid Monthly Deductions to the date of death. (See
"Lapse and Reinstatement".) We increase the death proceeds (1) by any rider
benefits payable and (2) by any Monthly Deduction made for a period beyond the
date of death, unless we already included this amount in the death benefit
calculation because of Federal tax law requirements (see "Death Benefit Options"
above and Appendix F).
We may adjust the death proceeds if the insured's age or sex was misstated
in the application, if death results from the insured's suicide within two years
(less in some states) from the Policy's date of issue, or if a rider limits the
death benefit. (See "Limits to NELICO's Right to Challenge the Policy".)
CHANGE IN DEATH BENEFIT OPTION
After the first Policy year, you may change your death benefit option by
written request to our Home Office. The request will be effective on the date we
receive it. A change in death benefit option may have tax consequences. (See
"Tax Considerations".)
If you change from Option 1 (Face Amount) to Option 2 (Face Amount Plus Cash
Value), we reduce the Policy's face amount if necessary so that the death
benefit is the same immediately before and after the change. A face amount
reduction below $100,000 requires our consent; however, special rules apply for
some business situations and for tax-qualified pension plans. We may also
decrease any rider benefits under the Policy. A partial surrender of cash value
may be necessary to meet Federal tax law limits on the amount of premiums that
you can pay into the Policy. There is no Surrender Charge for a face amount
reduction or partial surrender on a change from Option 1 to Option 2.
If you change from Option 2 (Face Amount Plus Cash Value) to Option 1 (Face
Amount), we increase the Policy's face amount, if necessary, so that the death
benefit is the same immediately before and after the change.
EXTENDING THE MATURITY DATE
In all states where it is approved, we will issue your Policy with an
extended maturity endorsement. If endorsed, the Policy will not mature until the
date of the insured's death. The death benefit we pay on and after the original
Maturity Date depends on the insured's issue age.
If the insured's issue age was below 81 the endorsement extends the face
amount of the Policy. It provides that the death benefit on and after the
original Maturity Date is the greater of (1) the cash value on the date of death
-------
and (2) the Policy face
A-12
<PAGE> 16
amount at the original Maturity Date, or at age 80, whichever is less. If the
insured's issue age was above 80 the death benefit we pay on and after the
original Maturity Date equals the cash value on the date of death.
Currently, we do not make Monthly Deduction charges after the original
Maturity Date. You cannot pay premiums after the original Maturity Date unless
necessary to prevent lapse of the Policy. All Policy riders (except the extended
maturity endorsement) terminate on the original Maturity Date.
The tax consequences of the endorsement are unclear, and you should consult
a tax advisor about them. For more information about the extended maturity
option, contact us or your registered representative.
CASH VALUE
Your Policy's total cash value includes its cash value in the Variable
Account and in the Fixed Account. If you have a Policy loan, the cash value also
includes the amount we hold in our general account as a result of the loan. The
cash value reflects:
-- net premium payments
-- the net investment experience of the Policy's sub-accounts
-- interest credited to cash value in the Fixed Account
-- interest credited to amounts held in the general account for a Policy
loan
-- the death benefit option you choose
-- Policy charges
-- partial surrenders
-- transfers among the sub-accounts and Fixed Account
We pay you the NET cash value if you surrender the Policy. It equals the
cash value minus any outstanding Policy loan (plus interest) and any Surrender
Charge that applies. We add to the net cash value the cost of insurance charge
for the remainder of the month. If you surrender in the grace period, we reduce
the net cash value by the Monthly Deduction that applies to the date of
surrender. (See "Loan Provision", "Surrender Charge", and "Monthly Deduction
from Cash Value".)
The Policy's cash value in the Variable Account may increase or decrease
daily depending on net investment experience. Poor investment experience can
reduce the cash value to zero. YOU HAVE THE ENTIRE INVESTMENT RISK FOR THE CASH
VALUE IN THE VARIABLE ACCOUNT.
NET INVESTMENT EXPERIENCE
The net investment experience of the Sub-Accounts affects the Policy's cash
value and, in some cases, the death benefit. We determine the net investment
experience of each Sub-Account as of the close of regular trading on the New
York Stock Exchange on each day when the Exchange is open for trading.
A Sub-Account's net investment experience for any period is based on the
investment experience of the underlying Eligible Fund shares for the same
period, reduced by the charges against the Sub-Account (currently only the
mortality and expense risk charge) for that period.
The investment experience of the Eligible Fund shares for any period is the
increase or decrease in their net asset value for the period, increased by the
amount of any dividends or capital gains distributions on the shares during the
period. Dividends and capital gains distributions on Eligible Fund shares are
reinvested in additional shares of the Eligible Fund.
ALLOCATION OF NET PREMIUMS
Your cash value is held in the general account of NELICO or an affiliate
until we issue the Policy. We credit the first net premium with net investment
experience equal to that of the Zenith Back Bay Money Market Sub-Account from
the investment start date until the later of 45 days after the date Part I of
the application is signed or 10 days after we mail the Notice of Withdrawal
Right. (The "investment start date" is defined below.) Then, we allocate the
cash value to the Sub-Accounts and/or the Fixed Account as you choose. You can
allocate to a maximum of ten accounts (including the Fixed Account) at any one
time.
AMOUNT PROVIDED FOR INVESTMENT UNDER THE POLICY
INVESTMENT START DATE. The investment start date is the latest of: the date
when we first receive a premium payment for the Policy, the date Part II of the
Policy application is signed (if any is required) and the Policy Date. (For this
purpose, receipt of
A-13
<PAGE> 17
the premium payment means receipt by your registered representative, if the
payment is made with the application; otherwise, it means receipt by the Home
Office or by a NELICO agency if earlier.)
PREMIUM WITH APPLICATION. If you make a premium payment with the
application, the Policy Date is generally the later of the date Part II (if any)
of the application is signed and receipt of the premium payment. In that case,
the Policy Date and investment start date are the same. The amount of premium
paid with the application must be at least 10% of the annual Planned Premium for
the Policy. You may only make one premium payment before the Policy is issued.
If you make a premium payment with the application, we will cover the
insured under a temporary insurance agreement for a limited period that usually
begins when we receive the premium for the Policy (or, if later, on the date
when Part II of the application is signed). The maximum temporary coverage is
the lesser of the amount of insurance applied for and $500,000 for standard and
preferred risks ($250,000 for substandard risks and $50,000 for persons who are
determined to be uninsurable). These provisions vary in some states.
If we issue a Policy, Monthly Deductions begin from the Policy Date, even if
we delayed the Policy's issuance for underwriting. The deductions are for the
face amount of the Policy issued, even if the temporary insurance coverage
during underwriting was for a lower amount. If we decline an application, we
refund the premium payment made.
PREMIUM ON DELIVERY. If you pay the initial premium on delivery of the
Policy, the Policy Date is usually five days after issue. The investment start
date is the later of the Policy Date and the date we received the premium.
Monthly Deductions begin on the Policy Date. We credit interest at a 4% net rate
on the net Minimum Premium (see "Premiums") for any period between the Policy
Date and the investment start date. Insurance coverage under the Policy begins
when we receive the Minimum Premium due for the first quarter (or on receipt of
the number of monthly payments due under NELICO's Master Service Account
arrangement.)
BACKDATING. We may sometimes backdate a Policy, if you request, by
assigning a Policy Date earlier than the date the application is signed. You may
wish to backdate so that you can obtain lower cost of insurance rates, based on
a younger insurance age. Backdating in some cases causes a higher Surrender
Charge if it results in the Surrender Charge being based on a lower age bracket.
(See "Surrender Charge".) For a backdated Policy, you must also pay the Minimum
Premium payable for the period between the Policy Date and the investment start
date. As of the investment start date, we allocate to the Policy those net
premiums, adjusted for monthly Policy charges and interest at a 4% net rate for
that period.
RIGHT TO RETURN THE POLICY
You may cancel the Policy within 45 days after the date Part 1 of the
application is signed, within 10 days (more in some states) after you receive
the Policy or within 10 days after we mail the Notice of Withdrawal Right,
whichever is latest. You may return the Policy to us or your registered
representative. Insurance coverage ends as soon as you return the Policy
(determined by postmark, if the Policy is mailed). If you cancel the Policy, we
refund any premiums paid (or any other amount that is required by state
insurance law).
STATE VARIATIONS
Certain Policy features, such as the "Right to Return the Policy", may vary
by state. You should read the Policy carefully for any variations in your state.
CHARGES AND EXPENSES
The amount of a charge may not necessarily correspond to the costs of the
services or benefits that are implied by the name of the charge or that are
associated with the particular Policy. For example, the sales charge and
Deferred Sales Charge may not fully cover all of our sales and distribution
expenses, and we may use proceeds from other charges, including the mortality
and expense risk charge, to help cover those expenses. We can profit from
certain Policy charges.
DEDUCTIONS FROM PREMIUMS
We deduct a 4% sales charge from premiums.
The sales charge is 3% rather than 4% for:
-- Policies used in a business situation (defined in "Availability of the
Policy") or a tax-qualified pension plan where either (1) the average
face amount is at least $500,000 or (2) the Policies are issued on the
lives of at least 25 persons and the average face amount is at least
$250,000.
-- All other Policies with a face amount of at least $500,000.
A-14
<PAGE> 18
For this purpose, the face amount includes the face amount of any Level Term
Insurance Rider.
During the first 11 Policy years (less for older insureds), if you surrender
or lapse the Policy, reduce the face amount or make a partial surrender that
reduces the face amount, a Deferred Sales Charge also applies. (See "Surrender
Charge" below.)
We may reduce sales charges for Policies sold to some group or sponsored
arrangements. We offer a program under which you may exchange certain
fixed-benefit life insurance policies that New England Mutual issued for the
Policies without a deduction for the sales charge, state premium tax and federal
premium tax charges (see below) from the amount of cash value that you transfer
to the Policy. Eligibility conditions apply. Your registered representative can
advise you regarding terms and availability of the program.
STATE PREMIUM TAX CHARGE. We deduct 2.5% from each premium for state
premium taxes and administrative expenses. Premium taxes vary from state to
state and the 2.5% charge reflects an average. Administrative expenses covered
by this charge include those related to premium tax and certain other state
filings.
FEDERAL PREMIUM TAX CHARGE. We deduct 1% from each premium for our federal
income tax liability related to premiums.
EXAMPLE: The following chart shows the net amount that we would allocate to
the Variable Account assuming a premium payment of $2,000.
<TABLE>
<CAPTION>
NET
PREMIUM PREMIUM
------- -------
<C> <C> <S>
$2,000 $2,000
- 150 (7.5% X 2,000 = total sales and premium tax charge)
-------
$1,850 Net Premium
</TABLE>
SURRENDER CHARGE
If, during the first eleven policy years, you surrender or lapse your
Policy, reduce the face amount, or make a partial surrender that reduces the
face amount, then we will deduct a Surrender Charge from the cash value. (For
insureds whose issue age is 66 to 75 at issue of the Policy, the Surrender
Charge period is nine years, and for insureds whose issue age is 76 to 85, five
years.) The Surrender Charge includes a Deferred Sales Charge and a Deferred
Administrative Charge. The maximum Surrender Charge is shown in your Policy.
DEFERRED SALES CHARGE. We base the Deferred Sales Charge on a percentage of
the Target Premium. The Target Premium varies by issue age, sex and underwriting
class of the insured and the Policy's face amount. (To determine the Target
Premium, we use the smoker and nonsmoker aggregate classes for all standard
smokers and nonsmokers. See "Monthly Charges for the Cost of Insurance" below.)
For Policies on insureds whose issue age is 55 or less at issue, the
Deferred Sales Charge that applies during the first Policy year is equal to 55%
----------------------------
of premiums paid up to one Target Premium. The Deferred Sales Charge during the
----------
second through fifth Policy years is equal to 72% of premiums paid up to one
---------------------------------
Target Premium. The charge will never exceed 72% of one Target Premium.
A-15
<PAGE> 19
The table below shows the maximum Deferred Sales Charge that applies to
Policies covering insureds whose issue age is 55 or less at issue. The table
shows the charge that applies if the lapse, surrender or face reduction occurs
at the end of each of the Policy years shown.
<TABLE>
<CAPTION>
THE MAXIMUM DEFERRED
FOR POLICIES WHICH ARE SALES CHARGE IS THE FOLLOWING
SURRENDERED, LAPSED OR PERCENTAGE OF ONE TARGET
REDUCED DURING PREMIUM
---------------------- -----------------------------
<S> <C> <C>
Entire Policy Year 1 55%
2 72%
3 72%
4 72%
5 72%
Last Month of Policy Years 6 60%
7 48%
8 36%
9 24%
10 12%
11 0%
</TABLE>
For insureds whose issue age is above 55 at issue, the Deferred Sales Charge
percentages are less than or equal to those described above, with the maximum
charge occurring in Policy years one through five for insureds with an issue age
up through 65, in Policy years one through four for insureds with an issue age
from 66 through 75, and in Policy years one and two for insureds with an issue
age above 75.
In the case of a partial surrender or reduction in face amount, we deduct
any Deferred Sales Charge that applies from the Policy's remaining cash value in
an amount that is proportional to the amount of the Policy's face amount
surrendered. (See "Partial Surrender".) The charge reduces the Policy's cash
value in the Sub-Accounts and the Fixed Account in proportion to the amount of
the Policy's cash value in each.
DEFERRED ADMINISTRATIVE CHARGE. The table below shows the Deferred
Administrative Charge deducted if you totally or partially surrender, lapse or
reduce the face amount of the Policy during the first eleven Policy years.
<TABLE>
<CAPTION>
FOR POLICIES WHICH ARE
SURRENDERED, LAPSED DEFERRED ADMINISTRATIVE
OR REDUCED DURING THE CHARGE PER $1,000 OF
POLICY YEAR SHOWN BASE POLICY FACE AMOUNT
---------------------- -----------------------
<S> <C> <C>
Entire Policy year 1 $2.50
Last Month of Policy Year* 2 2.25
3 2.00
4 1.75
5 1.50
6 1.25
7 1.00
8 0.75
9 0.50
10 0.25
11 0.00
</TABLE>
------------
* The charge declines monthly after the end of the first Policy year.
For insureds whose issue age is above 65 at issue, the Deferred
Administrative Charge is less than or equal to that in the table above.
MONTHLY DEDUCTION FROM CASH VALUE
On the first day of each Policy month, starting with the Policy Date, we
deduct the "Monthly Deduction" from your cash value.
-- If your Policy is protected against lapse by the five year Minimum
Premium guarantee, we make the Monthly Deduction each month unless the
cash value equals zero. (See "Premiums".)
-- If the five year Minimum Premium guarantee is not in effect, we make the
Monthly Deduction as long as the net cash value is large enough to cover
the entire Monthly Deduction. If it is not large enough, the Policy will
be in default and may lapse. (See "Lapse and Reinstatement".)
A-16
<PAGE> 20
The Monthly Deduction reduces the cash value in each Sub-Account of the
Variable Account and in the Fixed Account in proportion to the cash value in
each.
The Monthly Deduction includes the following charges:
POLICY FEE. The Policy fee is currently equal to $15.00 per month in the
first Policy year and $5.00 per month thereafter (guaranteed not to exceed
$15.00 per month in the first Policy year and $7.00 per month thereafter). The
Policy fee is currently $6.00 per month rather than $5.00 after the first Policy
year for Policies sold to tax-qualified pension plans.
ADMINISTRATIVE CHARGE. The Administrative Charge is currently equal to
$0.08 per $1,000 of base Policy face amount in the first Policy year and $0.02
per $1,000 of base Policy face amount thereafter (guaranteed not to exceed $0.08
per $1,000 of base face amount in the first Policy year and $0.04 per $1,000 of
base face amount thereafter). For tax-qualified pension plans the monthly
administrative charge after the first Policy year is currently $0.03 per $1,000
of face amount rather than $0.02.
Currently we intend not to charge more than $40 per month ($60 for
tax-qualified pension plans) for the Administrative Charge after the first
Policy year. This means that after the first year the charge will not apply to
the portion of a Policy's face amount above $2 million.
MONTHLY CHARGES FOR THE COST OF INSURANCE. This charge covers the cost of
providing insurance protection under your Policy. The cost of insurance charge
for a Policy month is equal to the "amount at risk" under the Policy, multiplied
by the cost of insurance rate for that Policy month. We determine the amount at
risk on the first day of the Policy month after we process the Monthly
Deduction. The amount at risk is the amount by which the death benefit
(discounted at the monthly equivalent of 4% per year) exceeds the Policy's cash
value. The cost of insurance rate for your Policy changes from month to month.
The guaranteed cost of insurance rates for a Policy depend on the insured's
-- underwriting class
-- age on the first day of the Policy year
-- sex (if the Policy is sex-based).
The current cost of insurance rates will also depend on
-- the insured's age at issue
-- the Policy year
-- the face amount, including Level Term Insurance (for Policies not sold
in a business situation or to a tax-qualified pension plan)
-- the average face amount (including Level Term Insurance) sold to the
group and possibly the number of lives in the group (for Policies sold
in a business situation or to a tax-qualified pension plan).
We guarantee that the rates for underwritten Policies will not be higher
than rates based on
-- the 1980 Commissioners Standard Ordinary Mortality Tables (the "1980 CSO
Tables") with smoker/nonsmoker modifications, for Policies issued on
non-juvenile insureds (age 20 and above at issue)
-- the 1980 CSO Tables, for Policies issued on juvenile insureds (below age
20 at issue).
The actual rates we use may be lower than the maximum rates, depending on
our expectations about our future mortality and expense experience, lapse rates
and investment earnings. We review the adequacy of our cost of insurance rates
periodically and may adjust them. Any change will apply prospectively.
The underwriting classes we use are
-- for Policies issued on non-juvenile insureds: smoker preferred, smoker
standard, smoker aggregate, smoker substandard, nonsmoker preferred,
nonsmoker standard, nonsmoker aggregate, nonsmoker substandard,
automatic issue smoker and automatic issue nonsmoker
-- for Policies issued on juvenile insureds: standard and substandard.
Substandard and automatic issue ratings result in higher cost of insurance
deductions. We base the guaranteed maximum mortality charges for substandard
ratings on multiples of the 1980 CSO Tables. (See below for a discussion of
automatic issue Policies.)
A-17
<PAGE> 21
The three standard smoker and nonsmoker classes are available for
underwritten Policies as follows:
-- smoker and nonsmoker preferred and standard, for Policies with face
amounts (including any Level Term Insurance Rider) of $100,000 or more
where the issue age is 20 through 75
-- smoker and nonsmoker aggregate, for Policies with face amounts
(including any Level Term Insurance Rider) below $100,000 and for all
Policies where the issue age is above 75.
Within each standard category (smoker and nonsmoker), the preferred class
generally offers the best current cost of insurance rates and the standard class
generally offers the least favorable current cost of insurance rates.
Cost of insurance rates are generally lower for nonsmokers than for smokers
and generally lower for females than for males. Within a given underwriting
class, cost of insurance rates are generally lower for insureds with lower issue
ages. Where required by state law, and for Policies sold in connection with some
employee benefit plans, cost of insurance rates (and Policy values and benefits)
do not vary based on the sex of the insured. Within a given underwriting class,
different current cost of insurance rates will apply if the Policy is sold to a
tax-qualified pension plan.
Currently, the face amount of a Policy or the average Policy face amount for
a group may affect a Policy's cost of insurance rates. The current cost of
insurance rates generally will be more favorable for a particular insured if:
-- For a Policy not used in a business situation or in a tax-qualified
pension plan, the face amount (including any Level Term Insurance Rider)
is at least $500,000.
-- For a Policy used in a business situation or in a tax-qualified pension
plan, either (1) the average face amount (including Level Term
Insurance) is at least $500,000, or (2) the Policies are issued on the
lives of at least 25 persons and the average face amount (including
Level Term Insurance) is at least $250,000.
We may offer Policies on an automatic issue basis to certain group or
sponsored arrangements. We issue these Policies up to predetermined face amount
limits. Because we issue these Policies based on minimal underwriting
information, they may present a greater mortality cost to us than Policies in a
standard class. Therefore, these Policies have their own cost of insurance
rates. The automatic issue cost of insurance rates vary based on the same
factors that determine underwritten cost of insurance rates, except that the
preferred smoker and nonsmoker classes are not available. The cost of insurance
rates may exceed 100% of the 1980 CSO (unisex) Tables with smoker/nonsmoker
modifications. Generally the current automatic issue rates will exceed current
cost of insurance rates for a comparable underwritten Policy.
Some group or sponsored arrangements may be eligible to purchase Policies on
a simplified underwriting basis. They may elect simplified underwriting instead
of automatic issue or for amounts of insurance above our automatic issue limits.
However, they may not choose automatic issue for some members of the group and
simplified underwriting for others. There is no extra insurance charge for
Policies issued on a simplified underwriting basis. The preferred smoker and
nonsmoker classes are not available for these Policies.
CHARGES FOR ADDITIONAL BENEFITS AND SERVICES. We charge for the cost of any
additional rider benefits as described in the rider form. We also may charge you
a nominal fee, which we will bill directly to you, if you request a Policy
re-issue or re-dating.
CHARGES AGAINST THE ELIGIBLE FUNDS AND THE SUB-ACCOUNTS OF THE VARIABLE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE. We charge the Sub-Accounts of the
Variable Account for our mortality and expense risks. Currently, the charge is
made daily at an annual rate of .25% of the Sub-Accounts' assets. We have the
right to increase the charge, up to a maximum annual rate of .50%. The mortality
risk we assume is that insureds may live for shorter periods of time than we
estimated. The expense risk is that our costs of issuing and administering the
Policies may be more than we estimated.
CHARGES FOR INCOME TAXES. We currently do not charge the Variable Account
for income taxes, but in the future we may make such a charge, if appropriate.
We have the right to make a charge for any taxes imposed on the Policies in the
future. (See "Charge for NELICO's Income Taxes".)
ELIGIBLE FUND EXPENSES. Charges for investment advisory fees and other
expenses are deducted from the assets of the Eligible Funds. See the "Policy
Charges" section under "Introduction to the Policies".
GROUP OR SPONSORED ARRANGEMENTS
We may issue the Policies to group or sponsored arrangements, as well as on
an individual basis. A "group arrangement" includes a situation where a trustee,
employer or similar entity purchases individual Policies covering a group of
individuals. Examples of such arrangements are tax-qualified pension plans and
non-tax qualified deferred compensation plans. A "spon-
A-18
<PAGE> 22
sored arrangement" includes a situation where an employer or an association
permits group solicitation of its employees or members for the purchase of
individual Policies.
We may waive, reduce or vary any Policy charges under Policies sold to a
group or sponsored arrangement. We may also raise the interest rate credited to
loaned amounts under these Policies. The amount of the variations and our
eligibility rules may change from time to time. In general, they reflect cost
savings over time that we anticipate for Policies sold to the eligible group or
sponsored arrangements and relate to objective factors such as the size of the
group, its stability, the purpose of the funding arrangement and characteristics
of the group members. These variations of charges do not apply to Policies sold
in New York other than Policies sold to non-tax qualified deferred compensation
plans of various types. Consult your registered representative for any
variations that may be available and appropriate for your case.
The United States Supreme Court has ruled that insurance policies with
values and benefits that vary with the sex of the insured may not be used to
fund certain employee benefit programs. Therefore, we offer Policies that do not
vary based on the sex of the insured to certain employee benefit programs. We
recommend that employers consult an attorney before offering or purchasing the
Policies in connection with an employee benefit program.
PREMIUMS
FLEXIBLE PREMIUMS
Within limits, you choose the amount and frequency of premium payments. You
select a Planned Premium schedule, which is a level amount. This schedule
appears in your Policy. YOUR PLANNED PREMIUMS WILL NOT NECESSARILY KEEP YOUR
POLICY IN FORCE. You may skip Planned Premium payments or make additional
payments. Additional payments could be subject to underwriting. No payment can
be less than $25 ($10 for payments made through the Master Service Account,
described below, or certain other monthly payment arrangements). We limit the
total of Planned Premiums and other payments to our published maximum.
You can pay Planned Premiums on an annual, semi-annual or quarterly schedule
or, with our consent, monthly. You can change your Planned Premium schedule by
sending your request to us. However, you cannot increase the amount of your
Planned Premium unless we consent, and we may require underwriting.
You may make payments by check or money order. We will send premium notices
for annual, semi-annual or quarterly Planned Premiums. You may also choose to
have us withdraw your premium payments from your bank checking account or Nvest
Cash Management Trust account. (This is known as the Master Service Account
arrangement.)
Federal tax law limits the amount of premiums that you can pay under the
Policy. In addition, if any payments under the Policy exceed the "7-pay test"
under Federal tax law, your Policy will become a "modified endowment contract"
and you may have more adverse tax consequences with respect to certain
distributions than would otherwise be the case if premium payments did not
exceed the "7-pay test". (See "Tax Considerations".) You need our consent if,
because of tax law requirements, a payment would increase the Policy's death
benefit by more than it would increase cash value. We may require evidence of
insurability before accepting the payment.
We allocate net payments to your Policy's Sub-Accounts as of the date we
receive the payment. (See "Receipt of Communications and Payments at NELICO's
Home Office".)
Under our current processing, we treat a payment first as a Planned Premium,
second as repayment of Policy loan interest due, and last as an unscheduled
payment, unless you instruct us otherwise in writing. (For Policies issued in
----------------------
New York, we treat a payment as a Planned Premium when a Policy loan is
--------
outstanding only if the payment is in the exact amount of the Planned Premium
----
next due; otherwise, we treat it first as repayment of Policy loan interest due,
second as a Planned Premium, and last as an unscheduled payment.) We do not
treat a payment as repayment of a Policy loan unless you instruct us to.
If you have a Policy loan, it may be better to repay the loan than to make a
premium payment, because the premium payment is subject to sales and tax
charges, whereas the loan repayment is not subject to any charges. (See "Loan
Provision" and "Deductions from Premiums".)
You can protect your Policy against lapse during the first five Policy years
by paying a Minimum Premium.
MINIMUM PREMIUMS. In general, if you pay the five-year Minimum Premium
amount on time, the Policy will not lapse even if the net cash value is less
than the Monthly Deduction in any month. If (a) the total premiums you have
paid, less all partial surrenders and any outstanding Policy loan balance, at
least equal (b) the total monthly Minimum Premiums for the Policy up to that
Policy month, the Policy will not lapse. The guarantee will not apply if you
substitute the insured or reinstate the Policy. We recalculate the Minimum
Premium if (1) you reduce the face amount or make a partial surrender that
reduces the face amount, (2) you increase or decrease rider coverage, or (3) the
rating classification for your Policy is improved. We base
A-19
<PAGE> 23
the Minimum Premium amount (shown in your Policy) on your Policy's face amount,
the age, sex (unless unisex rates apply) and underwriting class of the insured,
current Policy charges and any riders to the Policy.
Under Policies issued in New Jersey, if you have met the requirements for
the five-year Minimum Premium death benefit guarantee at the end of the five
year guarantee period, the Minimum Premium death benefit guarantee will continue
to apply during the sixth Policy year as long as (a) payments made during that
Policy year, less partial surrenders and loans made in that year, equal (b) the
guaranteed maximum Policy charges plus the applicable Surrender Charge for the
sixth Policy year.
LAPSE AND REINSTATEMENT
LAPSE. Unless your Policy is protected by the five-year Minimum Premium
guarantee, any month that your Policy's net cash value is not large enough to
cover a Monthly Deduction, your Policy will be in default. Your Policy provides
a 62 day grace period for payment of a premium large enough to pay the amount
due. The amount due is the lesser of: a premium large enough to cover the
Monthly Deduction and all deductions from the premium; and a premium large
enough to permit the five-year Minimum Premium death benefit to be in effect. We
will tell you the amount due. You have insurance coverage during the grace
period, but if the insured dies before you have paid the premium, we deduct from
the death proceeds the amount due for the period before the date of death. If
you have not paid the required premium by the end of the grace period, your
Policy will lapse without value.
REINSTATEMENT. If your Policy has lapsed, you may reinstate it within seven
years after the date of lapse. If more than seven years have passed, or if you
have surrendered the Policy, you need our consent to reinstate. Reinstatement in
all cases requires payment of certain charges described in the Policy and
usually requires evidence of insurability that is satisfactory to us.
If we deducted a Surrender Charge on lapse, we credit it back to the
Policy's cash value on reinstatement. The Surrender Charge on the date of
reinstatement is the same as it was on the date of lapse. When we determine the
Surrender Charge and other charges that vary by duration of the Policy (unlike,
for example, cost of insurance charges that vary by age of the insured), we do
not count the amount of time that a Policy was lapsed.
OTHER POLICY FEATURES
INCREASE IN FACE AMOUNT
The Policy provides that, after the first Policy year, you may increase the
face amount. Currently, we administer requests for increases in face amount by
issuing a new Policy with a face amount equal to the requested increase in face
amount (an "Increase Policy"). Under Increase Policies, we generally waive the
monthly Policy Fee; and we usually base the monthly administrative charge on the
Policy year of the initial Policy. Otherwise, an Increase Policy is subject to
the same terms and conditions as any other Policy except that the minimum
required face amount for an Increase Policy is $25,000, and you may reduce the
face amount of the Increase Policy to below $25,000.
We may in the future administer face amount increases as increases in the
face amount of the initial Policy. A maximum Face Amount Increase Administrative
Charge of $2.50 per $1,000 of the face amount increase will apply to each
increase when it takes effect. Certain terms and conditions will apply to
increases in face amount, as outlined in the Policy. A separate Target Premium
amount will apply to the face amount increase, based on the insured's age and
underwriting class at the time of the increase. The Policy's Surrender Charge
schedule will apply separately to each face amount segment, starting with the
effective date of the face amount segment. Monthly Deductions (including cost of
insurance charges) will be based on the increase in coverage and will reflect,
in whole or in part, any change in risk classification of the insured, according
to our rules. (See "Charges and Expenses".) An increase in face amount may have
tax consequences. You should consult a tax advisor before increasing the face
amount.
When increases in the face amount of the initial Policy are available, we
will give Policy Owners who have purchased Increase Policies an opportunity to
consolidate coverage under initial and Increase Policies. The Face Amount
Increase Administrative Charge will not apply to the consolidation.
Consolidation of coverage may raise issues under federal tax law. You should
consult a tax advisor before requesting a consolidation.
For Policies issued in some business situations on an automatic issue basis,
we may offer annual face amount increases which are related to increases in
salary or which are based on a fixed annual percentage (the "Salary Refresh"
program). We determine limits on the annual and/or total amount of face
increases per Policy that we will permit on an automatic issue basis at issue.
Increases over this limit will require underwriting. The Salary Refresh program
is not available for Policies with the Option 2 death benefit.
A-20
<PAGE> 24
We may also offer the Salary Refresh program for Policies issued on an
underwritten basis in some business situations. Any Salary Refresh face amount
increases under these Policies are underwritten in connection with the
application for the initial face amount of the Policies, and are subject to
limits that we determine at that time.
The terms and conditions of the Salary Refresh program are contained in our
published rules which are furnished at the time of application.
LOAN PROVISION
You may borrow all or part of the Policy's "loan value" at any time after
the Right to Return the Policy period. We make the loan as of the date when we
receive a loan request. (See "Receipt of Communications and Payments at NELICO's
Home Office".) You should contact our Home Office or your registered
representative for information on loan procedures.
The Policy's loan value equals:
(i) 90% (or more if required by state law) of the Policy's "projected cash
value"; minus
(ii) the Policy's Surrender Charge on the next Planned Premium due date
or, if greater, on the date the loan is made; minus
(iii) loan interest to the next loan interest due date.
The "projected cash value" is the cash value projected to the next Policy
anniversary or, if earlier, to the next Planned Premium due date, at a 4% rate
and using current Policy charges. The loan value available is reduced by any
outstanding loan plus interest. We currently intend to base the loan value on
100% of the Policy's projected cash value, rather than 90%, for Policy years 16
and after.
EXAMPLE: Using the Policy illustrated on page A-40 assume that the Policy's
Planned Premiums have been paid and that the Policy's Sub-Accounts have earned a
constant 6% hypothetical gross annual rate of return (equal to a constant net
annual rate of return of %). After the premium payment on the 10th Policy
anniversary, the maximum amount that you could borrow would be determined as
follows under (i) an annual premium payment schedule and (ii) a quarterly
premium payment schedule:
<TABLE>
<CAPTION>
ANNUAL QUARTERLY
------- ---------
<S> <C> <C>
(1) Cash Value after Premium Payment on 10th Policy
Anniversary............................................... $ $
(2) Cash Value Projected at a Constant Annual Rate of
Return of 4% to the
(a) 11th Policy Anniversary.............................
(b) Next Planned Premium Due Date.......................
(3) 90% of Amount Calculated in (2)........................
(4) Amount Calculated in (3), Reduced by the Applicable
Surrender Charge..........................................
(5) Amount Calculated in (4), Reduced by Loan Interest to
the Next Interest Due Date................................
</TABLE>
A Policy loan reduces the Policy's cash value in the Sub-Accounts by the
amount of the loan. A loan repayment increases the cash value in the
Sub-Accounts by the amount of the repayment. Unless you request otherwise, we
attribute Policy loans first to the Sub-Accounts of the Variable Account in
proportion to the cash value in each, and then the Fixed Account. We allocate
loan repayments first to the outstanding loan balance attributed to the Fixed
Account and then to the Sub-Accounts of the Variable Account in proportion to
the cash value in each.
The interest rate charged on Policy loans is an effective rate of 5.5% per
year (using simple interest during the year). Interest accrues daily and is due
on the Policy anniversary. If not paid at that time, we add the interest accrued
to the loan amount, and we deduct an amount equal to the unpaid interest from
the Policy's cash value in the Sub-Accounts and the Fixed Account in proportion
to the amount in each. The amount we take from the Policy's Sub-Accounts as a
result of the loan earns interest (compounded daily) at an effective rate of not
less than 4% per year. The rate we currently credit is 4% per year for the first
15 Policy years and 5.25% thereafter. (You should consult a tax advisor as to
the tax consequences associated with a Policy loan outstanding after the first
15 Policy years.) We credit this interest amount to the Policy's Sub-Accounts
annually, in proportion to the cash value in each.
The amount taken from the Policy's Sub-Accounts as a result of a loan does
not participate in the investment experience of the Sub-Accounts. Therefore,
loans can permanently affect the death benefit and cash value of the Policy,
even if repaid. In addition, we reduce any proceeds payable under a Policy by
the amount of any outstanding loan plus accrued interest.
A-21
<PAGE> 25
If a Policy loan is outstanding, it may be better to repay the loan than to
pay a premium, because the payment is subject to sales and premium tax charges,
and the loan repayment is not subject to charges. (See "Deductions from
Premiums".)
If Policy loans plus accrued interest at any time exceed the Policy's cash
value less the Surrender Charge on the next Policy loan interest due date (or,
if the Surrender Charge would be greater, on the date the calculation is made),
we notify you that the Policy is going to terminate. (This is called an "excess
Policy loan". We test for an excess Policy loan on each monthly processing date
and in connection with other Policy processing transactions.) The Policy
terminates without value 62 days after we mail the notice unless you pay us the
excess Policy loan amount within that time. If the Policy lapses with a loan
outstanding, adverse tax consequences may result. If your Policy is a "modified
endowment contract", loans under your Policy may be treated as taxable
distributions. (See "Tax Considerations" below.)
Department of Labor regulations impose requirements for participant loans
under tax-qualified pension plans. Therefore, plan loan provisions may differ
from Policy loan provisions. See "Tax Considerations".
SURRENDER
You may surrender a Policy for its net cash value at any time while the
insured is living. We determine the net cash value of the surrendered Policy as
of the date when we receive the surrender request. The net cash value equals the
cash value reduced by any Policy loan and accrued interest and by any applicable
Surrender Charge. (See "Surrender Charge".) We increase the net cash value paid
on surrender by the portion of any cost of insurance charge we deducted for the
period beyond the date of surrender. If you surrender the Policy during the
grace period, we reduce the net cash value by an amount to cover the Monthly
Deduction to the date of surrender. You may apply all or part of the net cash
value to a payment option. (See "Payment Options".) A surrender may result in
adverse tax consequences. (See "Tax Considerations" below.)
PARTIAL SURRENDER
You may make a partial surrender of the Policy after the Right to Return the
Policy period, to receive a portion of its net cash value. A partial surrender
reduces the Policy's death benefit and may reduce the Policy's face amount if
necessary so that the amount at risk under the Policy will not increase. Any
reduction in the face amount causes a proportionate reduction in the Policy's
Target Premium, on which we base any future Surrender Charges. A partial
surrender may also reduce rider benefits. We reserve the right to decline a
partial surrender request that would reduce the face amount below the Policy's
required minimum.
We have the right to limit partial surrenders in any one Policy year to 20%
of the Policy's net cash value on the date of the first partial surrender for
the Policy year or, if less, the Policy's available loan value. Currently, we
permit partial surrenders of up to 75% of the Policy's net cash value per year,
if there is sufficient available loan value. (In some business situations or for
some tax-qualified pension plans we may permit you to withdraw a higher
percentage of the net cash value.)
We deduct any Surrender Charge that applies to the partial surrender from
the Policy's remaining cash value in an amount proportional to the amount of the
Policy's face amount surrendered. The Surrender Charge applied reduces any
remaining Surrender Charge that can be applied under your Policy.
You may not reinvest cash value paid upon partial surrender in the Policy
except as premium payments, which are subject to the charges described under
"Deductions From Premiums".
A partial surrender first reduces the Policy's cash value in the
Sub-Accounts of the Variable Account, in proportion to the amount of cash value
in each, and then the Fixed Account, unless you request otherwise. (See "The
Fixed Account" below.) We determine the amount of net cash value paid upon
partial surrender as of the date when we receive a request. You can contact your
registered representative or the Home Office for information on partial
surrender procedures.
A reduction in the death benefit as a result of a partial surrender may
create a "modified endowment contract" or have other adverse tax consequences.
If you are contemplating a partial surrender, you should consult your tax
advisor regarding the tax consequences. (See "Tax Considerations".)
REDUCTION IN FACE AMOUNT
You may reduce the face amount of your Policy without receiving a
distribution of any Policy cash value. (This feature differs from a partial
surrender, which pays a portion of the Policy's net cash value to you.)
If you decrease the face amount of your Policy, we also decrease the Target
Premium, on which we base any future Surrender Charges. We deduct any Surrender
Charge that applies from the Policy's cash value when you reduce its face
amount.
A-22
<PAGE> 26
A face amount reduction usually decreases the Policy's death benefit.
(However, if we are increasing the death benefit to satisfy federal income tax
laws, a face amount reduction will not decrease the death benefit unless we
deducted a Surrender Charge from the cash value. A reduction in face amount in
this situation may not be advisable because it will not reduce your death
benefit or cost of insurance charges and may result in a Surrender Charge.) We
also may decrease any rider benefits attached to the Policy. The face amount
remaining after a reduction must meet our minimum face amount requirements for
issue, except with our consent; special rules apply in business situations.
A reduction in face amount reduces the Federal tax law limits on the amount
of premiums that you can pay under the Policy. In these cases, you may need a
partial surrender of cash value to comply with Federal tax law.
A face amount reduction takes effect as of the date when we receive a
request. You can contact your registered representative or the Home Office for
information on face reduction procedures.
A reduction in the face amount of a Policy may create a "modified endowment
contract" or have other adverse tax consequences. If you are contemplating a
reduction in face amount, you should consult your tax advisor regarding the tax
consequences of the transaction. (See "Tax Considerations".)
INVESTMENT OPTIONS
You can allocate your Policy's premiums among the Sub-Accounts of the
Variable Account and the Fixed Account in any combination, as long as you choose
no more than 10 accounts (including the Fixed Account) at any one time. The
Policy provides that you must allocate a minimum of 10% of the premium to each
Sub-Account selected in whole percentages; currently we will permit you to
allocate any whole percentage to a Sub-Account. You can allocate your Policy's
cash value among no more than 10 accounts (including the Fixed Account) at any
one time.
You make the initial premium allocation when you apply for a Policy. You can
change the allocation of future premiums at any time thereafter. The change will
be effective for premiums applied on or after the date when we receive your
request. You may request the change by telephone or by written request. (See
"Receipt of Communications and Payments at NELICO's Home Office.")
See "Transfer Option" below for information on how to request a transfer or
reallocation by telephone.
TRANSFER OPTION
After the Right to Return the Policy period, you may transfer your Policy's
cash value between Sub-Accounts. We reserve the right to limit sub-account
transfers to four per Policy year (twelve per Policy year for Policies issued in
New York). We currently allow 12 Sub-Account transfers per Policy year under all
Policies. We do not count transfers out of the Fixed Account against this limit.
We treat all Sub-Account transfer requests made at the same time as a single
request. The transfer is effective as of the date when we receive the transfer
request. (See "Receipt of Communications and Payments at NELICO's Home Office".)
For special rules regarding transfers involving the Fixed Account, see "The
Fixed Account".
We did not design the Policy's transfer privilege to give you a way to
speculate on short-term market movements. To prevent excessive transfers that
could disrupt the management of the Eligible Funds and increase transaction
costs, we may adopt procedures to limit excessive transfer activity. For
example, we may impose conditions and limits on, or refuse to accept, transfer
requests that we receive from third parties. Third parties include investment
advisors or registered representatives acting under power(s) of attorney from
one or more Policy owners. In addition, the Metropolitan Series Fund, Inc. may
restrict or refuse purchases or redemptions of shares in its Portfolios as a
result of certain market timing activities. You should read the prospectuses of
these Eligible Funds for more details.
You may request a Sub-Account transfer or reallocation of future premiums by
written request (which may be telecopied) to us or by telephoning us. To request
a transfer or reallocation by telephone, you should contact your registered
representative or contact us at 1-800-200-2214. We use reasonable procedures to
confirm that instructions communicated by telephone are genuine. Any telephone
instructions that we reasonably believe to be genuine are your responsibility,
including losses arising from any errors in the communication of instructions.
DOLLAR COST AVERAGING
We plan to offer an automated transfer privilege called dollar cost
averaging. The same dollar amount is transferred to selected Sub-Accounts
(and/or the Fixed Account) periodically. Over time, more purchases of Eligible
Fund shares are made when the value of those shares is low, and fewer shares are
purchased when the value is high. As a result, a lower than average cost of
purchases may be achieved over the long term. This plan of investing allows you
to take advantage of investment fluctuations, but does not assure a profit or
protect against a loss in declining markets.
A-23
<PAGE> 27
Under this feature, you may request that a certain amount of your cash value
be transferred on any selected business day of each period (or if not a day when
the New York Stock Exchange is open, the next such day), from any one
Sub-Account to one or more of the other Sub-Accounts (and/or the Fixed Account).
We limit your allocation of cash value to no more than 10 accounts (including
the Fixed Account) at any one time. You must transfer a minimum of $100 to each
account that you select under this feature. Transfers made under the dollar cost
averaging program count against the 12 transfers allowed in a Policy year. You
can select a dollar cost averaging program when you apply for the Policy or at a
later date by contacting our Home Office. You may participate in the dollar cost
averaging program while you are participating in the asset rebalancing program
as long as the Sub-Account from which you are transferring cash value under the
dollar cost averaging program is not included in the asset rebalancing program.
(See "Asset Rebalancing" below). You can cancel your use of the dollar cost
averaging program at any time before a transfer date. Transfers will continue
until you notify us to stop or there no longer is sufficient cash value in the
Sub-Account from which you are transferring. There is no extra charge for this
feature.
Ask your registered representative about the availability of this feature.
ASSET REBALANCING
We plan to offer an asset rebalancing program for cash value. Cash value
allocated to the Sub-Accounts can be expected to increase or decrease at
different rates. An asset rebalancing program automatically reallocates your
cash value among the Sub-Accounts periodically to return the allocation to the
allocation percentages you specify. Asset rebalancing is intended to transfer
cash value from those Sub-Accounts that have increased in value to those that
have declined, or not increased as much, in value. Asset rebalancing does not
guarantee profits, nor does it assure that you will not have losses.
You can select an asset rebalancing program when you apply for the Policy or
at a later date by contacting our Home Office. You specify the percentage
allocations by which your cash value will be reallocated among the Sub-Accounts.
You may participate in the asset rebalancing program while you are participating
in the dollar cost averaging program as long as the Sub-Account from which you
are transferring cash value under the dollar cost averaging program is not
included in the asset rebalancing program. (See "Dollar Cost Averaging" above).
On the last day of each period on which the New York Stock Exchange is open, we
will transfer cash value among the Sub-Accounts as necessary to return the
allocation to your specifications. Asset rebalancing will continue until you
notify us in writing or by telephone at our Home Office. Transfers made under
the asset rebalancing program count against the 12 transfers allowed in a Policy
year. There is no extra charge for this feature.
Ask your registered representative about the availability of this feature.
SUBSTITUTION OF INSURED PERSON
Subject to state insurance department approval, we offer a rider benefit
that permits you to substitute the insured person under your Policy, if you
provide satisfactory evidence that the person proposed to be insured is
insurable. The right to substitute the insured person is subject to some
restrictions and may result in a cost or credit to you. This feature is not
available to tax-qualified pension plans. A substitution of the insured person
is a taxable exchange. In addition, a substitution of the insured person could
reduce the amount of premiums you can pay into the Policy under Federal tax law
and, therefore, may require a partial surrender of cash value. (No Surrender
Charge will apply.)
Your registered representative can provide current information on the
availability of the rider. You should consult your tax advisor before
substituting the insured person under your Policy.
PAYMENT OF PROCEEDS
We ordinarily pay any net cash value, loan value or death benefit proceeds
from the Sub-Accounts within seven days after we receive a request, or
satisfactory proof of death of the insured (and any other information we need to
pay the death proceeds). (See "Receipt of Communications and Payments at
NELICO's Home Office".) However, we may delay payment (except when a loan is
made to pay a premium to us) or transfers from the Sub-Accounts: (i) if the New
York Stock Exchange is closed for other than weekends or holidays, or if trading
on the New York Stock Exchange is restricted, (ii) if the SEC determines that an
emergency exists that makes payments or Sub-Account transfers impractical, or
(iii) at any other time when the Eligible Funds or the Variable Account have the
legal right to suspend payment.
We may withhold payment of surrender or loan proceeds if those proceeds are
coming from a Policy Owner's check, or from a Master Service Account premium
transaction, which has not yet cleared. We may also delay payment while we
consider whether to contest the Policy. We pay interest on the death benefit
proceeds from the date they become payable to the date we pay them.
A-24
<PAGE> 28
The beneficiary can elect our Access Plus program for payment of death
proceeds at any time before we pay them. We establish an Access Plus account at
a banking institution at the time for payment. The Access Plus account gives
convenient access to the proceeds, which are maintained in our general account
or that of an affiliate, through checkbook privileges with the bank.
Normally we promptly make payments of cash value, or of any loan value
available, from cash value in the Fixed Account. However, we may delay those
payments for up to six months. We pay interest in accordance with state
insurance law requirements on delayed payments.
24 MONTH RIGHT
GENERAL RIGHT. Generally, during the first 24 months after the Policy's
issue date, you may convert the Policy, or a portion of it, to fixed benefit
coverage by transferring all or a portion of your Policy's cash value, and
allocating all or a portion of future premiums, to the Fixed Account. The
request to convert to fixed benefit coverage must be in written form
satisfactory to us. Increase Policies have the same 24 Month Right.
You may exercise this privilege only once within 24 months after issue.
Transfers into the Fixed Account pursuant to this right will not count toward
the limit on the number of cash value transfers permitted under the Policy each
year. Transfers of cash value back to one or more Sub-Accounts of the Variable
Account are subject to the Policy's general limits on transfers from the Fixed
Account (see "The Fixed Account").
The Policy permits us to limit allocations to the Fixed Account under some
circumstances. (See "The Fixed Account.") If we limit such allocations and you
then wish to exercise the 24 Month Right, you may continue to allocate to the
Fixed Account only the percentage of premiums that you allocated to the Fixed
Account pursuant to your exercise of the 24 Month Right. In addition, if you
have exercised this right, and we later limit such allocations, then you may
continue to allocate to the Fixed Account only the lowest percentage of premiums
that you allocated to the Fixed Account at any time since your exercise of the
24 Month Right.
FOR POLICIES ISSUED IN MARYLAND AND NEW JERSEY. Under Policies issued in
Maryland and New Jersey, you can exchange the face amount of your Policy for a
fixed benefit life insurance policy provided that you repay any policy loans and
(1) the Policy has not lapsed and (2) the exchange is made within 24 months
after the Policy's issue date. If you exercise this option, you will have to
make up any investment loss you had under the variable life insurance policy. We
make the exchange without evidence of insurability. The new policy will have the
same face amount as that being exchanged. The new policy will have the same
issue age, underwriting class and policy date as the variable life policy had.
We will attach any riders to the original Policy to the new policy if they are
available.
Contact us or your registered representative for more specific information
about the 24 Month Right in these states. The exchange may result in a cost or
credit to you. On the exchange, you may need to make an immediate premium
payment on the new policy in order to keep it in force.
GROUP OR SPONSORED ARRANGEMENTS. For a Policy issued to some group or
sponsored arrangements, we offer the additional option of exchanging the Policy
at any time during the first 36 months after the Policy's issue date, if the
Policy has not lapsed, to a fixed-benefit term life insurance policy issued by
us or an affiliate. (Availability of this feature depends on state insurance
department approval. It is not available to any tax-qualified pension plan.)
Contact us or your registered representative for more information about this
feature.
PAYMENT OPTIONS
We pay the Policy's death benefit and net cash value in one sum unless you
or the payee choose a payment option for all or part of the proceeds. You can
choose a combination of payment options. You can make, change or revoke the
selection of payee or payment option before the death of the insured. You can
contact your registered representative or the Home Office for the procedure to
follow. The payment options available are fixed benefit options only and are not
affected by the investment experience of the Variable Account. Once payments
under an option begin, withdrawal rights may be restricted.
The following payment options are available:
(i) INCOME FOR A SPECIFIED NUMBER OF YEARS. We pay proceeds in equal
monthly installments for up to 30 years, with interest at a rate not
less than 3.5% a year, compounded yearly. Additional interest that we
pay for any year is added to the monthly payments for that year.
(ii) LIFE INCOME. We pay proceeds in equal monthly installments (i) during
the life of the payee, (ii) for the longer of the life of the payee or
10 years, or (iii) for the longer of the life of the payee or 20 years.
A-25
<PAGE> 29
(iii)LIFE INCOME WITH REFUND. We pay proceeds in equal monthly installments
during the life of the payee. At the payee's death, we pay any unpaid
proceeds remaining either in one sum or in equal monthly installments
until we have paid the total proceeds.
(iv)INTEREST. We hold proceeds for the life of the payee or another agreed
upon period. We pay interest of at least 3.5% a year monthly or add it
to the principal annually. At the death of the payee, or at the end of
the period agreed to, we pay the balance of principal and any interest
in one sum.
(v) SPECIFIED AMOUNT OF INCOME. We pay proceeds plus accrued interest of at
least 3.5% a year in an amount and at a frequency elected until we have
paid total proceeds. We pay any amounts unpaid at the death of the payee
in one sum.
(vi)LIFE INCOME FOR TWO LIVES. We pay proceeds in equal monthly
installments (i) while either of two payees is living, (ii) for the
longer of the life of the surviving payee or 10 years, or (iii) while
the two payees are living and, after the death of one payee, we pay
two-thirds of the monthly amount for the life of the surviving payee.
You need our consent to use an option if the installment payments would be
less than $20.
ADDITIONAL BENEFITS BY RIDER
You can add additional benefits to the Policy by rider, subject to our
underwriting and issuance standards. These additional benefits usually require
an additional charge as part of the Monthly Deduction from cash value. The rider
benefits available with the Policies provide fixed benefits that do not vary
with the investment experience of the Variable Account.
There may be circumstances in which it will be to your economic advantage to
include a significant portion or percentage of your insurance coverage under a
level term insurance rider. In many other circumstances, it may be in your
interest to obtain a Policy without term rider coverage. These circumstances
depend on many factors, including the premium levels and amount and duration of
coverage you choose, as well as the age, sex and risk classification of the
insured.
Reductions in or elimination of term rider coverage do not trigger a
Surrender Charge, and use of a term rider generally reduces sales compensation.
Your registered representative can provide you more information on the uses of
term rider coverage.
The following riders are available:
LEVEL TERM INSURANCE, which provides term insurance.
WAIVER OF MONTHLY DEDUCTION, which provides for waiver of Monthly Deductions
upon the disability of the insured.
TEMPORARY TERM INSURANCE, which provides for insurance from the date of
issue to the Policy Date.
CHILDREN'S INSURANCE, which provides insurance on the life of the insured's
children.
Not all riders may be available to you and riders in addition to those
listed above may be made available. You should consult your registered
representative regarding the availability of riders.
POLICY OWNER AND BENEFICIARY
The Policy Owner is named in the application but may be changed from time to
time. At the death of the Policy Owner, his or her estate will become the Policy
Owner unless a successor Policy Owner has been named. The Policy Owner's rights
(except for rights to payment of benefits) terminate at the death of the
insured.
The beneficiary is also named in the application. You may change the
beneficiary at any time before the death of the insured. The beneficiary has no
rights under the Policy until the death of the insured and must survive the
insured in order to receive the death proceeds. If no named beneficiary survives
the insured, we pay proceeds to the Policy Owner.
A change of Policy Owner or beneficiary is subject to all payments made and
actions taken by us under the Policy before we receive a signed change form. You
can contact your registered representative or the Home Office for the procedure
to follow.
You may assign (transfer) your rights in the Policy to someone else. An
absolute assignment of the Policy is a change of Policy Owner and beneficiary to
the assignee. A collateral assignment of the Policy does not change the Policy
Owner or beneficiary, but their rights will be subject to the terms of the
assignment. Assignments are subject to all payments made and actions taken by us
under the Policy before we receive a signed copy of the assignment form. We are
not responsible for determining whether or not an assignment is valid. Changing
the Policy Owner or assigning the Policy may have tax consequences. (See "Tax
Considerations" below.)
A-26
<PAGE> 30
THE VARIABLE ACCOUNT
We established the Variable Account as a separate investment account on
January 31, 1983 under Delaware law. It became subject to Massachusetts law when
we changed our domicile to Massachusetts on August 30, 1996. The Variable
Account is the funding vehicle for the Policies, and other NELICO variable life
insurance policies; these other policies impose different costs, and provide
different benefits, from the Policies. The Variable Account meets the definition
of a "separate account" under Federal securities laws, and is registered with
the Securities and Exchange Commission (the "SEC") as a unit investment trust
under the Investment Company Act of 1940. Registration with the SEC does not
involve SEC supervision of the Variable Account's management or investments.
However, the Massachusetts Insurance Commissioner regulates NELICO and the
Variable Account, which are also subject to the insurance laws and regulations
where the Policies are sold.
Although we own the assets of the Variable Account, applicable law provides
that the portion of the Variable Account assets equal to the reserves and other
liabilities of the Variable Account may not be charged with liabilities that
arise out of any other business we may conduct. We believe this means that the
assets of the Variable Account equal to the reserves and other liabilities of
the Variable Account are not available to meet the claims of our general
creditors, and may only be used to support the cash values under our variable
life insurance policies issued by the Variable Account. We may transfer to our
general account assets which exceed the reserves and other liabilities of the
Variable Account. We will consider any possible adverse impact such a transfer
might have on the Variable Account.
Income and realized and unrealized capital gains and losses of the Variable
Account are credited to the Variable Account without regard to any of our other
income or capital gains and losses.
INVESTMENTS OF THE VARIABLE ACCOUNT
Sub-Accounts of the Variable Account that are available in this Policy
invest in the following Eligible Funds:
The Zenith Back Bay Advisors Money Market Series. Its investment objective
is the highest possible level of current income consistent with preservation of
capital. An investment in the Money Market Series is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Although the Money Market Series seeks to maintain a net asset value of $100 per
share, it is possible to lose money by investing in the Money Market Series.
The Zenith Back Bay Advisors Bond Income Series. Its investment objective is
a high level of current income consistent with protection of capital.
The Zenith Capital Growth Series. Its investment objective is the long-term
growth of capital through investment primarily in equity securities of companies
whose earnings are expected to grow at a faster rate than the United States
economy.
The Zenith Westpeak Stock Index Series. Its investment objective is
investment results that correspond to the composite price and yield performance
of the S&P 500 Index.
The Zenith Back Bay Advisors Managed Series. Its investment objective is a
favorable total return through investment in a diversified portfolio.
The Zenith Westpeak Growth and Income Series. Its investment objective is
long-term total return through investment in equity securities.
The Zenith Harris Oakmark Mid Cap Value Series (formerly, the Goldman Sachs
Midcap Value Series). Its investment objective is long-term capital
appreciation.
The Zenith Loomis Sayles Small Cap Series. Its investment objective is
long-term capital growth from investments in common stocks or their equivalents.
The Zenith Balanced Series (formerly, the Loomis Sayles Balanced Series).
Its investment objective is long-term total return from a combination of capital
appreciation and current income.
The Zenith Morgan Stanley International Magnum Equity Series. Its investment
objective is long-term capital appreciation through investment primarily in
international equity securities. In addition to the risks associated with equity
securities generally, foreign securities present additional risks.
The Zenith Davis Venture Value Series. Its investment objective is growth of
capital.
The Zenith Alger Equity Growth Series. Its investment objective is long-term
capital appreciation.
The Zenith MFS Investors Series. Its investment objective is reasonable
current income and long-term growth of capital and income.
A-27
<PAGE> 31
The Zenith MFS Research Managers Series. Its investment objective is
long-term growth of capital.
The Metropolitan Putnam Large Cap Growth Portfolio.* Its investment
objective is capital appreciation.
The Metropolitan Janus Mid Cap Portfolio.* Its investment objective is
long-term growth of capital.
The Metropolitan Russell 2000 Index Portfolio.* Its investment objective is
to equal the return of the Russell 2000 Index.
The VIP Equity-Income Portfolio. It seeks reasonable income. The fund will
also consider the potential for capital appreciation. The fund seeks a yield
which exceeds the composite yield on the securities comprising the S&P 500.
The VIP Overseas Portfolio. It seeks long-term growth of capital. Foreign
markets, particularly emerging markets, can be more volatile than the U.S.
market due to increased risks of adverse issuer, political, regulatory, market
or economic developments and can perform differently than the U.S. market.
The VIP High Income Portfolio. It seeks a high level of current income while
also considering growth of capital. Lower-quality debt securities (those of less
than investment-grade quality) can be more volatile due to increased sensitivity
to adverse issuer, political, regulatory, market or economic developments.
The VIP II Asset Manager Portfolio. It seeks high total return with reduced
risk over the long-term by allocating its assets among stocks, bonds and
short-term instruments.
------------
* Availability of these Portfolios is subject to any necessary state insurance
department approvals.
WE INTEND TO SUBSTITUTE SHARES OF THE PUTNAM INTERNATIONAL STOCK PORTFOLIO
OF THE METROPOLITAN SERIES FUND, INC. FOR SHARES OF THE MORGAN STANLEY
INTERNATIONAL MAGNUM EQUITY SERIES OF THE NEW ENGLAND ZENITH FUND ONCE WE
RECEIVE NECESSARY REGULATORY APPROVAL (CURRENTLY ANTICIPATED DURING THE FOURTH
QUARTER OF 2000).
The Zenith Fund and the Metropolitan Series Fund, Inc. are open-end
management investment companies, more commonly known as mutual funds. These
funds are available as investment vehicles for separate investment accounts of
MetLife, NELICO, and other life insurance companies.
VIP and VIP II are mutual funds that serve as the investment vehicles for
variable life insurance and variable annuity separate accounts of various
insurance companies.
The Variable Account purchases and sells Eligible Fund shares at their net
asset value (without a deduction for sales load) determined as of the close of
regular trading on the New York Stock Exchange on each day when the exchange is
open for trading.
The Eligible Funds' investment objectives may not be met. More about the
Eligible Funds, including their investments, expenses, and risks, is in the
attached Eligible Fund prospectuses and the Eligible Funds' Statements of
Additional Information.
The investment objectives and policies of certain Eligible Funds are similar
to the investment objectives and policies of other funds that may be managed by
the same sub-adviser. The investment results of the Eligible Funds may be higher
or lower than the results of these funds. There is no assurance, and no
representation is made, that the investment results of any of the Eligible Funds
will be comparable to the investment results of any other fund.
A-28
<PAGE> 32
INVESTMENT MANAGEMENT
The chart below shows the adviser and sub-adviser for each series of the
Zenith Fund. New England Investment Management, which is an indirect,
wholly-owned subsidiary of NELICO, CGM, and each of the sub-advisers are
registered with the SEC as investment advisers under the Investment Advisers Act
of 1940.
<TABLE>
<CAPTION>
SERIES ADVISER SUB-ADVISER
------ ------- -----------
<S> <C> <C>
Capital Growth Capital Growth Management Limited
Partnership ("CGM")*
Back Bay Advisors Money Market New England Investment Management, Back Bay Advisors, L.P.*
Inc.
Back Bay Advisors Bond Income New England Investment Management, Back Bay Advisors, L.P.*
Inc.
Back Bay Advisors Managed New England Investment Management, Back Bay Advisors, L.P.*
Inc.
Westpeak Stock Index New England Investment Management, Westpeak Investment Advisors,
Inc. L.P.*
Westpeak Growth and Income New England Investment Management, Westpeak Investment Advisors,
Inc. L.P.*
Loomis Sayles Small Cap New England Investment Management, Loomis, Sayles & Company, L.P.*
Inc.
Balanced New England Investment Management, Wellington Management Company, LLP
Inc.
Morgan Stanley International New England Investment Management, Morgan Stanley Dean Witter
Magnum Equity Inc. Investment Management Inc.
Harris Oakmark Mid Cap Value New England Investment Management, Harris Associates L.P.*
Inc.
Davis Venture Value New England Investment Management, Davis Selected Advisers, L.P.**
Inc.
Alger Equity Growth New England Investment Management, Fred Alger Management, Inc.
Inc.
MFS Investors New England Investment Management, Massachusetts Financial Services
Inc. Company
MFS Research Managers New England Investment Management, Massachusetts Financial Services
Inc. Company
</TABLE>
------------
* An affiliate of NELICO
** Davis Selected may also delegate any of its responsibilities to Davis
Selected Advisers--NY, Inc., a wholly-owned subsidiary of Davis Selected.
In the case of the Back Bay Advisors Money Market Series, Back Bay Advisors
Bond Income Series, Back Bay Advisors Managed Series, Westpeak Stock Index
Series, Westpeak Growth and Income Series, Harris Oakmark Mid Cap Value Series
and Loomis Sayles Small Cap Series, New England Investment Management became the
adviser on May 1, 1995. The Morgan Stanley International Magnum Equity Series'
sub-adviser was Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley
Dean Witter Investment Management became the sub-adviser. The Harris Oakmark Mid
Cap Value Series' sub-adviser was Loomis, Sayles until May 1, 1998, when Goldman
Sachs Asset Management, a separate operating division of Goldman Sachs & Co.,
became the sub-adviser. Harris Associates became the sub-adviser on May 1, 2000.
The Balanced Series' sub-adviser was Loomis, Sayles until May 1, 2000, when
Wellington Management Company became the sub-adviser. For more information about
the Series' advisory agreements, see the Zenith Fund prospectus attached at the
end of this prospectus and the Zenith Fund's Statement of Additional
Information.
MetLife is the investment adviser for the Metropolitan Series Fund
Portfolios. Putnam Investment Management, Inc. is the sub-investment manager of
the Putnam Large Cap Growth Portfolio. Janus Capital Corporation is the
sub-investment manager of the Janus Mid Cap Portfolio. For more information
regarding the investment adviser and sub-investment managers of the Metropolitan
Series Fund Portfolios, see the Metropolitan Series Fund prospectus attached at
the end of this prospectus and its Statement of Additional Information.
Fidelity Management & Research Company ("FMR") is the investment adviser for
VIP and VIP II. For more information regarding the VIP Equity-Income, VIP
Overseas, VIP High Income and VIP II Asset Manager Portfolios and FMR, see the
VIP and VIP II prospectuses attached at the end of this prospectus and their
Statements of Additional Information.
A-29
<PAGE> 33
THE FIXED ACCOUNT
THE POLICY HAS A FIXED ACCOUNT OPTION ONLY IN STATES THAT APPROVE IT. IT IS
NOT AVAILABLE UNDER POLICIES ISSUED IN NEW JERSEY.
You may allocate net premiums and transfer cash value to the Fixed Account,
which is part of NELICO's general account. Because of exemptive and exclusionary
provisions in the Federal securities laws, interests in the Fixed Account are
not registered under the Securities Act of 1933. Neither the Fixed Account nor
the general account is registered as an investment company under the Investment
Company Act of 1940. Therefore, neither the Fixed Account, the general account
nor any interests therein are generally subject to the provisions of these Acts,
and the SEC does not review Fixed Account disclosure. This disclosure may,
however, be subject to certain provisions of the Federal securities laws on the
accuracy and completeness of prospectuses.
GENERAL DESCRIPTION
Our general account includes all of our assets except assets in the Variable
Account or in our other separate accounts. We decide how to invest our general
account assets. Fixed Account allocations do not share in the actual investment
experience of the Fixed Account. Instead, we guarantee that the Fixed Account
will credit interest at an annual effective rate of at least 4%. We may or may
not credit interest at a higher rate. We declare the current interest rate for
the Fixed Account periodically. The Fixed Account earns interest daily.
We can change our Fixed Account interest crediting procedures. Currently,
all cash value in the Fixed Account on a Policy anniversary earns interest at
the declared annual rate in effect on the anniversary until the next Policy
anniversary, when it is credited with our current rate. (Although our current
practice is to credit your entire Fixed Account cash value on a Policy
anniversary with our current annual rate until the next anniversary, we can
select any portion, from 0% to 100%, of your Fixed Account cash value on a
Policy anniversary to earn interest at our current rate until the next Policy
anniversary.) Any net premiums allocated or cash value transferred to the Fixed
Account on a date other than a Policy anniversary earn interest at our current
rate until the next Policy anniversary. Any loan repayment allocated to the
Fixed Account is credited with the lesser of our current interest rate and the
effective interest rate for your Policy's cash value in the Fixed Account on the
date of the repayment. The Fixed Account effective interest rate is a weighted
average of all the Fixed Account rates for your Policy.
VALUES AND BENEFITS
Cash value in the Fixed Account increases from net premiums allocated and
transfers to the Fixed Account and Fixed Account interest, and decreases from
loans, partial surrenders made from the Fixed Account, charges and transfers
from the Fixed Account. We deduct charges from the Fixed Account and the
Policy's Sub-Accounts in proportion to the amount of cash value in each. (See
"Monthly Deduction from Cash Value".) A Policy's total cash value includes cash
value in the Variable Account, the Fixed Account, and any cash value held in our
general account (but outside of the Fixed Account) due to a Policy loan.
Cash value in the Fixed Account is included in the calculation of the
Policy's death benefit in the same manner as the cash value in the Variable
Account. (See "Death Benefit".)
POLICY TRANSACTIONS
We can restrict allocations and transfers to the Fixed Account if the
effective annual rate of interest on the amount would be 4%. Otherwise, the
requirements for Fixed Account and Variable Account allocations are the same.
(See "Allocation of Net Premiums".)
Except as described below, the Fixed Account has the same rights and
limitations about premium allocations, transfers, loans, surrenders and partial
surrenders as the Variable Account. (See "Other Policy Features".) The following
special rules apply to the Fixed Account.
TRANSFERS FROM THE FIXED ACCOUNT TO THE VARIABLE ACCOUNT ARE ALLOWED ONLY
ONCE IN EACH POLICY YEAR. WE PROCESS A TRANSFER FROM THE FIXED ACCOUNT ONLY IF
WE RECEIVE THE TRANSFER REQUEST WITHIN THE 30 DAY PERIOD AFTER THE POLICY
ANNIVERSARY. WE MAKE THE TRANSFER AS OF THE DATE WE RECEIVE THE TRANSFER REQUEST
AT OUR HOME OFFICE.
THE AMOUNT OF CASH VALUE YOU MAY TRANSFER FROM THE FIXED ACCOUNT IS LIMITED
TO THE GREATER OF 25% OF THE POLICY'S CASH VALUE IN THE FIXED ACCOUNT ON THE
TRANSFER DATE OR THE AMOUNT OF CASH VALUE TRANSFERRED FROM THE FIXED ACCOUNT IN
THE PRECEDING POLICY YEAR. Regardless of these limits, if a transfer of cash
value from the Fixed Account would reduce the remaining cash value in the Fixed
Account below $100, you may transfer the entire amount of Fixed Account cash
value. We may limit the total number of transfers among Sub-Accounts and from
the Sub-Accounts to the Fixed Account to four in one Policy year
A-30
<PAGE> 34
(twelve per Policy year for Policies issued in New York). We currently allow 12
transfers per Policy year in all states. We do not count transfers out of the
Fixed Account against this limit.
Unless you request otherwise, a Policy loan reduces the Policy's cash value
in the Sub-Accounts and not the Fixed Account. If there is not enough cash value
in the Policy's Sub-Accounts for the loan, we take the balance from the Fixed
Account. We allocate all loan repayments first to the outstanding loan balance
attributable to the Fixed Account. The amount removed from the Policy's
Sub-Accounts and the Fixed Account as a result of a loan earns interest at an
effective rate of at least 4% per year, which we credit annually to the Policy's
cash value in the Sub-Accounts and the Fixed Account in proportion to the
Policy's cash value in each on the day it is credited.
Unless you request otherwise, we take partial surrenders only from the
Policy's Sub-Accounts and not the Fixed Account. If there is not enough cash
value in the Policy's sub-accounts for the partial surrender, we take the
balance from the Fixed Account.
We can delay transfers, surrenders, and Policy loans from the Fixed Account
for up to six months (to the extent allowed by state insurance law). We will not
delay loans to pay premiums on policies issued by us.
NELICO'S DISTRIBUTION AGREEMENT
We sell the Policies through licensed insurance agents. These agents are
also registered representatives of New England Securities Corporation ("New
England Securities"). New England Securities, a Massachusetts corporation
organized in 1968 and an indirect, wholly-owned subsidiary of NELICO, is
registered with the SEC as a broker-dealer under the Securities Exchange Act of
1934 and is a member of the National Association of Securities Dealers, Inc.
New England Securities, 399 Boylston Street, Boston, Massachusetts 02116,
also serves as the principal underwriter for the Policies under a Distribution
Agreement with NELICO. Under the Distribution Agreement, we pay the following
sales expenses: general agent and agency manager's compensation, agents'
training allowances, deferred compensation and insurance benefits of agents,
general agents and agency managers and advertising expenses and all other
expenses of distributing the Policies.
We pay the following commissions and/or service fees to the selling agent: a
maximum of 50% of the Commission Breakpoint Premium paid in the first Policy
year, a maximum of 5% in Policy years two through ten, and a maximum of 3%
thereafter. Agents receive a maximum commission of 3% of each payment in excess
of the Commission Breakpoint Premium in any year. For Policies sold in
connection with certain executive benefit plans the maximum commissions are: 20%
of the Commission Breakpoint Premium in the first Policy year, 10% in Policy
years two through ten, and 2% thereafter. For these Policies we will pay a
maximum commission of 3.5% of each payment in excess of the Commission
Breakpoint Premium in Policy years one through ten, and 2% of such excess
premiums thereafter. Agents who meet certain NELICO productivity and persistency
standards may be eligible for additional compensation. Agents may receive a
portion of the general agent's expense reimbursement allowance.
New England Securities may enter into selling agreements with other
broker-dealers registered under the Securities Exchange Act of 1934 whose
representatives are authorized by applicable law to sell variable life insurance
policies. Under the agreements with those broker-dealers, commissions paid to
the broker-dealer on behalf of the registered representative will not exceed
those described above. We may pay certain broker-dealers an additional bonus
after the first Policy year on behalf of certain registered representatives,
which may be up to the amount of the basic commission for the particular Policy
year. We pay commissions through the registered broker-dealer, and may pay
additional compensation to the broker-dealer and/or reimburse it for portions of
Policy sales expenses. The registered representative may receive a portion of
the expense reimbursement allowance paid to the broker-dealer.
LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY
Generally, we can challenge the validity of your Policy or a rider during
the insured's lifetime for two years (or less, if required by state law) from
the date of issue, based on misrepresentations made in the application. We can
challenge the portion of the death benefit resulting from an underwritten
premium payment for two years during the insured's lifetime from receipt of the
premium payment. However, if the insured dies within two years of the date of
issue, we can challenge all or part of the Policy at any time based on
misrepresentations in the application.
MISSTATEMENT OF AGE OR SEX
If the application misstates the insured's age or sex, the Policy's death
benefit is the amount that the most recent Monthly Deduction which was made
would provide, based on the insured's correct age and, if the Policy is
sex-based, correct sex.
A-31
<PAGE> 35
SUICIDE
If the insured commits suicide within two years (or less, if required by
state law) from the date of issue, the death benefit is limited to premiums
paid, less any policy loan balance and partial surrenders. (Where required by
state law, we determine the death benefit under this provision by using the
greater of: the reserve of the insurance which is subject to the provision; and
the amounts used to purchase the insurance which is subject to the provision.)
TAX CONSIDERATIONS
INTRODUCTION
The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all tax situations. This discussion is not intended as tax
advice. Counsel or other competent tax advisors should be consulted for more
complete information. This discussion is based upon our understanding of the
present Federal income tax laws. No representation is made as to the likelihood
of continuation of the present Federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service.
TAX STATUS OF THE POLICY
In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a Policy must satisfy certain requirements
which are set forth in the Internal Revenue Code. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that the
Policies should satisfy the applicable requirements. There is less guidance,
however, with respect to Policies issued on a substandard or automatic issue
basis and Policies with term riders added, and it is not clear whether such
Policies will in all cases satisfy the applicable requirements. If it is
subsequently determined that a Policy does not satisfy the applicable
requirements, we may take appropriate steps to bring the Policy into compliance
with such requirements, and we reserve the right to restrict Policy transactions
in order to do so.
In certain circumstances, owners of variable life insurance contracts have
been considered for Federal income tax purposes to be the owners of the assets
of the variable account supporting their contracts, due to their ability to
exercise investment control over those assets. Where this is the case, the
contract owners have been currently taxed on income and gains attributable to
variable account assets. There is little guidance in this area, and some
features of the Policies, such as the flexibility of a Policy Owner to allocate
premiums and cash values, have not been explicitly addressed in published
rulings. While we believe that the Policies do not give Policy Owners investment
control over Variable Account assets, we reserve the right to modify the
Policies as necessary to prevent a Policy Owner from being treated as the owner
of the Variable Account assets supporting the Policy.
In addition, the Code requires that the investments of the Variable Account
be "adequately diversified" in order for the Policies to be treated as life
insurance contracts for Federal income tax purposes. It is intended that the
Variable Account, through the Eligible Funds, will satisfy these diversification
requirements.
The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.
TAX TREATMENT OF POLICY BENEFITS
IN GENERAL. We believe that the death benefit under a Policy should be
excludible from the gross income of the beneficiary. Federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy proceeds
depend on the circumstances of each Policy Owner or beneficiary. A tax advisor
should be consulted on these consequences.
Generally, the Policy Owner will not be deemed to be in constructive receipt
of the Policy cash value until there is a distribution. When distributions from
a Policy occur, or when loans are taken out from or secured by a Policy, the tax
consequences depend on whether the Policy is classified as a "Modified Endowment
Contract."
MODIFIED ENDOWMENT CONTRACTS. Under the Internal Revenue Code, certain life
insurance contracts are classified as "Modified Endowment Contracts," with less
favorable income tax treatment than other life insurance contracts. In general a
Policy will be classified as a Modified Endowment Contract if the amount of
premiums paid into the Policy causes the Policy to fail the "7-pay test." A
Policy will fail the 7-pay test if at any time in the first seven Policy years,
the amount paid into the Policy exceeds the sum of the level premiums that would
have been paid at that point under a Policy that provided for paid-up future
benefits after the payment of seven level annual payments.
A-32
<PAGE> 36
If there is a reduction in the benefits under the Policy during the first
seven Policy years, for example, as a result of a partial surrender, the 7-pay
test will have to be reapplied as if the Policy had originally been issued at
the reduced face amount. If there is a "material change" in the Policy's
benefits or other terms, even after the first seven Policy years, the Policy may
have to be retested as if it were a newly issued Policy. A material change can
occur, for example, when there is an increase in the death benefit which is due
to the payment of an unnecessary premium. Unnecessary premiums are premiums paid
into the Policy which are not needed in order to provide a death benefit equal
to the lowest death benefit that was payable in the first seven Policy years. To
prevent your Policy from becoming a Modified Endowment Contract, it may be
necessary to limit premium payments or to limit reductions in benefits. A
current or prospective Policy Owner should consult a tax advisor to determine
whether a Policy transaction will cause the Policy to be classified as a
Modified Endowment Contract.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT
CONTRACTS. Policies classified as Modified Endowment Contracts are subject to
the following tax rules:
(1) All distributions other than death benefits, including distributions
upon surrender and withdrawals, from a Modified Endowment Contract will be
treated first as distributions of gain taxable as ordinary income and as
tax-free recovery of the Policy Owner's investment in the Policy only after
all gain has been distributed.
(2) Loans taken from or secured by a Policy classified as a Modified
Endowment Contract are treated as distributions and taxed accordingly.
(3) A 10 percent additional income tax is imposed on the amount subject
to tax except where the distribution or loan is made when the Policy Owner
has attained age 59 1/2 or is disabled, or where the distribution is part of
a series of substantially equal periodic payments for the life (or life
expectancy) of the Policy Owner or the joint lives (or joint life
expectancies) of the Policy Owner and the Policy Owner's beneficiary or
designated beneficiary.
If a Policy becomes a modified endowment contract, distributions that occur
during the contract year will be taxed as distributions from a modified
endowment contract. In addition, distributions from a Policy within two years
before it becomes a modified endowment contract will be taxed in this manner.
This means that a distribution made from a Policy that is not a modified
endowment contract could later become taxable as a distribution from a modified
endowment contract.
DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS. Distributions other than death benefits from a Policy that
is not classified as a Modified Endowment Contract are generally treated first
as a recovery of the Policy Owner's investment in the Policy and only after the
recovery of all investment in the Policy as taxable income. However, certain
distributions which must be made in order to enable the Policy to continue to
qualify as a life insurance contract for Federal income tax purposes if Policy
benefits are reduced during the first 15 Policy years may be treated in whole or
in part as ordinary income subject to tax.
Loans from or secured by a Policy that is not a Modified Endowment Contract
are generally not treated as distributions. However, the tax consequences
associated with Policy loans that are outstanding after the first 15 Policy
years are less clear and a tax adviser should be consulted about such loans.
Finally, neither distributions from nor loans from or secured by a Policy
that is not a Modified Endowment Contract are subject to the 10 percent
additional income tax.
INVESTMENT IN THE POLICY. Your investment in the Policy is generally your
aggregate premiums. When a distribution is taken from the Policy, your
investment in the Policy is reduced by the amount of the distribution that is
tax-free.
POLICY LOANS. In general, interest on a Policy loan will not be deductible.
If a Policy loan is outstanding when a Policy is canceled or lapses, the amount
of the outstanding indebtedness will be added to the amount distributed and will
be taxed accordingly. Before taking out a Policy loan, you should consult a tax
adviser as to the tax consequences.
MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by
NELICO (or its affiliates) to the same Policy Owner during any calendar year are
treated as one Modified Endowment Contract for purposes of determining the
amount includible in the Policy Owner's income when a taxable distribution
occurs.
OTHER POLICY OWNER TAX MATTERS. Federal and state estate, inheritance,
transfer and other tax consequences depend on the individual circumstances of
each Policy Owner or beneficiary.
The tax consequences of continuing the Policy beyond the insured's 100th
year are unclear. You should consult a tax adviser if you intend to keep the
Policy in force beyond the insured's 100th year.
If a trustee under a pension or profit-sharing plan, or similar deferred
compensation arrangement, owns a Policy, the Federal, state and estate tax
consequences could differ. The amounts of life insurance that may be purchased
on behalf of a participant in a pension or profit-sharing plan are limited. The
current cost of insurance for the net amount at risk is treated as a
A-33
<PAGE> 37
"current fringe benefit" and must be included annually in the plan participant's
gross income. We report this cost (generally referred to as the "P.S. 58" cost)
to the participant annually. If the plan participant dies while covered by the
plan and the Policy proceeds are paid to the participant's beneficiary, then the
excess of the death benefit over the cash value is not taxable. However, the
cash value will generally be taxable to the extent it exceeds the participant's
cost basis in the Policy. Policies owned under these types of plans may be
subject to restrictions under the Employee Retirement Income Security Act of
1974 ("ERISA"). You should consult a qualified adviser regarding ERISA.
Department of Labor ("DOL") regulations impose requirements for participant
loans under retirement plans covered by ERISA. Plan loans must also satisfy tax
requirements to be treated as nontaxable. Plan loan requirements and provisions
may differ from the Policy loan provisions. Failure of plan loans to comply with
the requirements and provisions of the DOL regulations and of tax law may result
in adverse tax consequences and/or adverse consequences under ERISA. Plan
fiduciaries and participants should consult a qualified adviser before
requesting a loan under a Policy held in connection with a retirement plan.
Businesses can use the Policies in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit
plans, retiree medical benefit plans and others. The tax consequences of such
plans may vary depending on the particular facts and circumstances. If you are
purchasing the Policy for any arrangement the value of which depends in part on
its tax consequences, you should consult a qualified tax adviser. In recent
years, moreover, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new Policy or a
change in an existing Policy should consult a tax adviser.
We believe that Policies subject to Puerto Rican tax law will generally
receive treatment similar, with certain modifications, to that described above.
Among other differences, Policies governed by Puerto Rican tax law are not
currently subject to the rules described above regarding Modified Endowment
Contracts. You should consult your tax adviser with respect to Puerto Rican tax
law governing the Policies.
POSSIBLE TAX LAW CHANGES. Although the likelihood of legislative changes is
uncertain, there is always the possibility that the tax treatment of the Policy
could change by legislation or otherwise. Consult a tax adviser with respect to
legislative developments and their effect on the Policy.
NELICO'S INCOME TAXES
Under current Federal income tax law, NELICO is not taxed on the Variable
Account's operations. Thus, currently we do not deduct a charge from the
Variable Account for Federal income taxes. We reserve the right to charge the
Variable Account for any future Federal income taxes we may incur.
Under current laws in several states, we may incur state and local taxes (in
addition to premium taxes). These taxes are not now significant and we are not
currently charging for them. If they increase, we may deduct charges for such
taxes.
MANAGEMENT
The directors and executive officers of NELICO and their principal business
experience during the past five years are:
DIRECTORS OF NELICO
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<S> <C>
James M. Benson................... Chairman, President and Chief Executive Officer of NELICO
since 1998 and President, Individual Business of
Metropolitan Life Insurance Company since 1999; formerly,
Director, President and Chief Operating Officer 1997-1998
of NELICO; President and Chief Executive Officer 1996-1997
of Equitable Life Assurance Society; President and Chief
Operating Officer 1996-1997 of Equitable Companies, Inc.;
President and Chief Operating Officer 1994-1996 of
Equitable Life Assurance Society.
Robert H. Benmosche............... Director of NELICO since 1998 and Chairman, President and
Metropolitan Life Insurance Co. Chief Executive Officer of Metropolitan Life Insurance
One Madison Avenue Company since 1998; formerly, Director, President and
New York, NY 10010 Chief Operating Officer 1997-1998; Executive Vice
President 1995-1997 of Metropolitan Life; Executive Vice
President 1989-1995 of Paine Webber.
</TABLE>
A-34
<PAGE> 38
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<S> <C>
Susan C. Crampton................. Director of NELICO since 1996 and serves as Principal of The
6 Tarbox Road Vermont Partnership, a business consulting firm located in
Jericho, VT 05465 Jericho, Vermont since 1989; formerly, Director 1989-1996
of New England Mutual.
Edward A. Fox..................... Director of NELICO since 1996 and Chairman of the Board of
R.R. Box 67-15 SLM Holdings since 1997; formerly, Director 1994-1996 of New
Harborside, ME 04642 England Mutual.
George J. Goodman................. Director of NELICO since 1996 and author, television
Adam Smith's Global Television journalist, and editor.
50th Floor, Craig Drill Capital
General Motors Building
767 Fifth Street
New York, NY 10153
Dr. Evelyn E. Handler............. Director of NELICO since 1996 and President of Merrimack
Ten Sterling Place Higher Education Associates, Inc. since 1998; formerly,
Bow, NH 03304 Director 1987-1996 of New England Mutual and Executive
Director and Chief Executive Officer 1994-1997 of the
California Academy of Sciences.
Philip K. Howard, Esq............. Director of NELICO since 1996 and Partner of the law firm of
Covington & Burling Covington & Burling in New York City.
1330 Avenue of the Americas
New York, NY 10019
Bernard A. Leventhal.............. Director of NELICO since 1996; formerly, Vice Chairman of
Burlington Industries the Board of Directors 1995-1998 of Burlington Industries,
1345 Avenue of the Americas Inc.; Director and Executive Vice President 1993-1995 of
17th Floor Burlington Menswear Division.
New York, NY 10105
Thomas J. May..................... Director of NELICO since 1996 and Chairman, President and
Boston Edison Company Chief Executive Officer of Boston Edison Company since 1994;
800 Boylston Street formerly, Director 1994-1996 of New England Mutual.
Boston, MA 02199
Stewart G. Nagler................. Director of NELICO since 1996 and Vice Chairman and Chief
Metropolitan Life Insurance Co. Financial Officer of Metropolitan Life Insurance Company
One Madison Avenue since 1998; formerly, Senior Executive Vice President and
New York, NY 10010 Chief Financial Officer 1986-1998 of Metropolitan Life
Insurance Company.
Catherine A. Rein................. Director of NELICO since 1998 and President and Chief
Metropolitan Property and Executive Officer of Metropolitan Property and Casualty
Casualty Insurance Company since 1999; formerly, Senior Executive Vice President
700 Quaker Lane 1998-1999; Executive Vice President 1989-1998 of
Warwick, RI 02887 Metropolitan Life Insurance Company.
Rand N. Stowell................... Director of NELICO since 1996 and President of United Timber
P.O. Box 60 Corp. and President, Randwell Co. since 2000 of Weld, Maine;
Weld, ME 04285 formerly, Director 1990-1996 of New England Mutual.
</TABLE>
EXECUTIVE OFFICERS OF NELICO
OTHER THAN DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<S> <C>
James M. Benson................... See Directors above.
David W. Allen.................... Senior Vice President of NELICO since 1996; formerly, Senior
Vice President 1994-1996 and Vice President 1990-1994 of New
England Mutual.
Pauline V. Belisle................ Senior Vice President of NELICO since 1996; formerly, Senior
Vice President 1994-1996 of New England Mutual.
Mary Ann Brown.................... President, New England Products and Services (a business
unit of NELICO) since 1998; formerly, Director, Worldwide
Life Insurance 1997-1998 of Swiss Reinsurance New Markets;
President & Chief Executive Officer 1996-1998 of Atlantic
International Reinsurance Company; Executive Vice
President 1996-1997 of Swiss Re Atrium and Swiss Re
Services and Principal 1987-1996 of Tillinghast/ Towers
Perrin.
</TABLE>
A-35
<PAGE> 39
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<S> <C>
Anthony J. Candito................ President, NEF Information Services (a business unit of
NELICO) and Chief Information Officer since 1998; formerly,
Senior Vice President 1996-1998 of NELICO; Senior Vice
President 1995-1996 and Vice President 1994-1995 of New
England Mutual.
Anne Marie Faria.................. Senior Vice President of NELICO since 1996; formerly, Vice
President 1990-1996 of New England Mutual.
Thom A. Faria..................... President, Career Agency System (a business unit of NELICO)
since 1996; formerly, Executive Vice President in 1996;
Senior Vice President 1993-1996 of New England Mutual.
Anne M. Goggin.................... Senior Vice President and General Counsel of NELICO since
2000; formerly, Senior Vice President and Associate General
Counsel 1997-2000; Vice President and Counsel of NELICO in
1996; Vice President and Counsel 1994-1996 of New England
Mutual.
Daniel D. Jordan.................. Second Vice President, Counsel, Secretary and Clerk since
1996; formerly, Counsel and Assistant Secretary 1990-1996 of
New England Mutual.
Alan C. Leland, Jr. .............. Senior Vice President of NELICO since 1996; formerly, Vice
President 1984-1996 of New England Mutual.
George J. Maloof.................. Senior Vice President of NELICO since 1996; formerly, Vice
President 1991-1996 of New England Mutual.
Kenneth D. Martinelli............. Senior Vice President of NELICO since 1999; formerly, Vice
President 1997-1999 of NELICO and Vice President 1994-1997
of The Equitable Life Assurance Company.
Thomas W. McConnell............... Senior Vice President of NELICO since 1996 and Director,
Chief Executive Officer and President of New England
Securities Corporation since 1993.
Hugh C. McHaffie.................. Senior Vice President of NELICO since 1999; formerly, Vice
President 1994-1999 of Manufacturers Life Insurance Company
of North America.
Stephen J. McLaughlin............. Senior Vice President of NELICO since 1999; formerly, Vice
President 1996-1999 of NELICO and Vice President 1994-1996
of New England Mutual.
Thomas W. Moore................... Senior Vice President of NELICO since 1996; formerly, Vice
President 1990-1996 of New England Mutual.
David Y. Rogers................... Executive Vice President and Chief Financial Officer of
NELICO since 1999; formerly, Partner, Actuarial Consulting
1992-1999 of Price Waterhouse Coopers LLP.
John G. Small, Jr. ............... President, New England Services (a business unit of NELICO)
since 1997; formerly, Senior Vice President 1996-1997 of
NELICO and Senior Vice President 1990-1996 of New England
Mutual.
</TABLE>
The principal business address for each of the directors and executive
officers is the same as NELICO's except where indicated.
VOTING RIGHTS
We own Eligible Fund shares held in the Variable Account and vote those
shares at meetings of the Eligible Fund shareholders. Under Federal securities
law, you currently have the right to instruct us how to vote shares that are
attributable to your Policy.
Policy Owners who are entitled to give voting instructions and the number of
shares attributable to their Policies are determined as of the meeting record
date. If we do not receive timely instructions, we will vote shares in the same
proportion as (i) the aggregate cash value of policies giving instructions,
respectively, to vote for, against, or withhold votes on a proposition, bears to
(ii) the total cash value in that Sub-Account for all policies for which we
receive voting instructions. No voting privileges apply to the Fixed Account or
to cash value removed from the Variable Account due to a Policy loan.
We will vote Eligible Fund shares held by our general account (or any
unregistered separate account for which voting privileges were not extended) in
the same proportion as the total of (i) shares for which voting instructions
were received and (ii) shares that are voted in proportion to such voting
instructions.
The Eligible Funds' Boards of Trustees monitor events to identify conflicts
that may arise from the sale of Eligible Fund shares to variable life and
variable annuity separate accounts of affiliated and, if applicable,
unaffiliated insurance companies. Conflicts could result from changes in state
insurance law or Federal income tax law, changes in investment management of an
Eligible Fund, or differences in voting instructions given by variable life and
variable annuity contract owners. If there is a
A-36
<PAGE> 40
material conflict, the Board of Trustees will determine what action should be
taken, including the removal of the affected Sub-Accounts from the Eligible
Fund(s), if necessary. If we believe any Eligible Fund action is insufficient,
we will consider taking other action to protect Policy Owners. There could,
however, be unavoidable delays or interruptions of operations of the Variable
Account that we may be unable to remedy.
We may disregard voting instructions for changes in the investment policy,
investment adviser or principal underwriter of an Eligible Fund portfolio if
required by state insurance law, or if we (i) reasonably disapprove of the
changes and (ii) in the case of a change in investment policy or investment
adviser, make a good faith determination that the proposed change is prohibited
by state authorities or inconsistent with a Sub-Account's investment objectives.
If we do disregard voting instructions, the next annual report to Policy Owners
will include a summary of that action and the reasons for it.
RIGHTS RESERVED BY NELICO
We and our affiliates may change the voting procedures described above, and
vote Eligible Fund shares without Policy Owner instructions, if the securities
laws change. We also reserve the right: (1) to add sub-accounts; (2) to combine
sub-accounts; (3) to substitute shares of a new fund for shares of an Eligible
Fund (the new fund may have different fees and expenses), to close a sub-account
to allocations of premium payments or cash value or both at any time in our sole
discretion, or to transfer assets to our general account as permitted by
applicable law; (4) to operate the Variable Account as a management investment
company under the Investment Company Act of 1940 or in any other form; and (5)
to deregister the Variable Account under the Investment Company Act of 1940. We
will exercise these rights in accordance with applicable law, including approval
of Policy Owners if required. We will notify you if exercise of any of these
rights would result in a material change in the Variable Account or its
investments.
TOLL-FREE NUMBERS
For information about historical values of the Variable Account
Sub-Accounts, call 1-800-333-2501.
For Sub-Account transfers, premium reallocations, or Statements of
Additional Information for the Eligible Funds, call 1-800-200-2214.
You may also call our Client TeleService Center at 1-800-388-4000 to request
current information about your Policy values, to change or update Policy
information such as your address, billing mode, beneficiary or ownership, or to
request Policy loans of less than $25,000. Requests must be in writing if the
Policy is owned by a corporation or a pension trust.
For all other Policy changes, please contact your registered representative.
REPORTS
We will send you an annual statement showing your Policy's death benefit,
cash value and any outstanding Policy loan principal. We will also confirm
Policy loans, subaccount transfers, lapses, surrenders and other Policy
transactions when they occur.
You will be sent semiannual reports containing the financial statements of
the Variable Account and the Eligible Funds.
ADVERTISING PRACTICES
Professional organizations may endorse the Policies. We may use such
endorsements in Policy sales material. We may pay the professional organization
for the use of its customer or mailing lists to distribute Policy promotional
materials. An endorsement by a third party does not predict the future
performance of the Policies.
Articles discussing the Variable Account's investment performance, rankings
and other characteristics may appear in publications. Some or all of these
publishers or ranking services (including, but not limited to, Lipper Analytical
Services, Inc. and Morningstar, Inc.) may publish their own rankings or
performance reviews of variable contract separate accounts, including the
Variable Account. We may use references to, or reprints of such articles or
rankings as sales material and may include rankings that indicate the names of
other variable contract separate accounts and their investment experience. We
may also use "unit values" to provide information about the Variable Account's
investment performance in this prospectus, marketing materials, and historical
illustrations.
Publications may use articles and releases, developed by NELICO, the
Eligible Funds and other parties, about the Variable Account or the Eligible
Funds. We may use references to or reprints of such articles in sales material
for the Policies or the
A-37
<PAGE> 41
Variable Account. Such literature may refer to personnel of the advisers, who
have portfolio management responsibility, and their investment style, and
include excerpts from media articles.
We are a member of the Insurance Marketplace Standards Association ("IMSA"),
and may include the IMSA logo and information about IMSA membership in our
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities.
Policy sales material may refer to historical, current and prospective
economic trends. In addition, sales material may discuss topics of general
investor interest for the benefit of registered representatives and prospective
Policy Owners. These materials may include, but are not limited to, discussions
of college planning, retirement planning, reasons for investing and historical
examples of the investment performance of various classes of securities,
securities markets and indices.
LEGAL MATTERS
Legal matters in connection with the Policies described in this prospectus
have been passed on by , General Counsel of NELICO. Sutherland,
Asbill & Brennan LLP, of Washington, D.C., has provided advice on certain
matters relating to federal securities laws.
REGISTRATION STATEMENT
This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. Copies of such additional
information may be obtained from the SEC upon payment of the prescribed fee.
EXPERTS
The financial statements of New England Variable Life Separate Account of
New England Life Insurance Company ("NELICO") and the consolidated financial
statements of NELICO and subsidiaries included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein, and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
Actuarial matters included in this prospectus have been examined by James J.
Reilly, F.S.A., M.A.A.A., Second Vice President and Actuary of NELICO, as stated
in his opinion filed as an exhibit to the Registration Statement.
A-38
<PAGE> 42
APPENDIX A
ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES,
NET CASH VALUES AND ACCUMULATED PREMIUMS
The tables in Appendix A illustrate the way the Policies work. They show how
the death benefit, net cash value and cash value could vary over an extended
period of time assuming hypothetical gross rates of return (i.e., investment
income and capital gains and losses, realized or unrealized) for the Variable
Account equal to constant after tax annual rates of 0%, 6% and 12%. The tables
are based on face amounts of $100,000 and $500,000 for a male aged 40. The
insured is assumed to be in the nonsmoker preferred class. The Tables assume no
rider benefits and assume that no allocations are made to the Fixed Account.
Values are first given based on current mortality and other Policy charges and
then based on guaranteed mortality and other Policy charges. The illustrations
for the $500,000 face amount reflect the lower sales charge and, in the
illustrations based on current charges, the cost of insurance charges that would
apply to a Policy if issued in the personal market or if issued in business
situations which qualify for those lower charges. (See "Charges and Expenses".)
The illustrations do not reflect the higher current charges that would apply for
tax-qualified pension plans. Illustrations show Option 1 and Option 2 death
benefits.
The illustrated death benefits, net cash values and cash values for a Policy
would be different, either higher or lower, from the amounts shown if the actual
gross rates of return averaged 0%, 6% or 12%, but varied above and below that
average during the period, if premiums were paid in other amounts or at other
than annual intervals. They would also be different depending on the allocation
of cash value among the Variable Account's Sub-Accounts, if the actual gross
rate of return for all Sub-Accounts averaged 0%, 6% or 12%, but varied above or
below that average for individual Sub-Accounts. They would also differ if a
Policy loan or partial surrender were made during the period of time
illustrated, if the insured were female or in another risk classification, or if
the Policies were issued at unisex rates. For example, as a result of variations
in actual returns, additional premium payments beyond those illustrated may be
necessary to maintain the Policy in force for the periods shown or to realize
the Policy values shown on particular illustrations even if the average rate of
return is achieved.
The death benefits, net cash values and cash values shown in the tables
reflect: (i) deductions from premiums for the sales charge and state and federal
premium tax charge; and (ii) a Monthly Deduction (consisting of a Policy fee, an
administrative charge, and a charge for the cost of insurance) from the cash
value on the first day of each Policy month. The net cash values reflect a
Surrender Charge deducted from the cash value upon surrender, face reduction or
lapse during the first 11 Policy years. The death benefits, net cash values and
cash values also reflect a daily charge assessed against the Variable Account
for mortality and expense risks equivalent to an annual charge of .25% (on a
current basis) and .50% (on a guaranteed basis) of the average daily value of
the assets in the Variable Account attributable to the Policies. (See "Charges
and Expenses".) The illustrations reflect an average of the investment advisory
fees and operating expenses of the Eligible Funds, at an annual rate of .75% of
the average daily net assets of the Eligible Funds. This average reflects
voluntary expense cap and expense deferral arrangements between New England
Investment Management and the Zenith Fund, that New England Investment
Management could terminate at any time, as well as expense subsidies by MetLife
of certain Portfolios of the Metropolitan Series Fund, Inc. that may be
voluntary and of limited duration.
Taking account of the mortality and expense risk charge and the average
investment advisory fee and operating expenses of the Eligible Funds, the gross
annual rates of return of 0%, 6% and 12% correspond to net investment experience
at constant annual rates of %, % and %, respectively, based on the
current charge for mortality and expense risks, and %, % and %,
respectively, based on the guaranteed maximum charge for mortality and expense
risks. (See "Net Investment Experience".)
The second column of each table shows the amount which would accumulate if
an amount equal to the annual premium were invested to earn interest, after
taxes, of 5% per year, compounded annually.
The internal rate of return on net cash value is equivalent to an interest
rate (after taxes) at which an amount equal to the illustrated premiums could
have been invested outside the Policy to arrive at the net cash value of the
Policy. The internal rate of return on the death benefit is equivalent to an
interest rate (after taxes) at which an amount equal to the illustrated premiums
could have been invested outside the Policy to arrive at the death benefit of
the Policy. The internal rate of return is compounded annually, and the premiums
are assumed to be paid at the beginning of each Policy year.
If you request, we will furnish a personalized illustration reflecting the
proposed insured's age, sex, underwriting classification, and the face amount or
premium payment schedule requested. Where applicable, we will also furnish on
request an illustration for a Policy which is not affected by the sex of the
insured.
A-39
<PAGE> 43
MALE ISSUE AGE 40
$1,520 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$100,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST ------------------------------ ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1... $ 1,596 $100,000 $100,000 $100,000 $ $ $ $ $ $
2... 3,272 100,000 100,000 100,000
3... 5,031 100,000 100,000 100,000
4... 6,879 100,000 100,000 100,000
5... 8,819 100,000 100,000 100,000
6... 10,856 100,000 100,000 100,000
7... 12,995 100,000 100,000 100,000
8... 15,240 100,000 100,000 100,000
9... 17,598 100,000 100,000 100,000
10.. 20,074 100,000 100,000 100,000
15.. 34,439 100,000 100,000 100,000
20.. 52,773 100,000 100,000 100,000
25.. 76,172 100,000 100,000 157,449
30.. 106,036 100,000 100,000 257,317
35.. 144,151 100,000 100,000 393,846
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1... % % % % % %
2...
3...
4...
5...
6...
7...
8...
9...
10..
15..
20..
25..
30..
35..
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-40
<PAGE> 44
MALE ISSUE AGE 40
$1,520 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$100,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST ------------------------------ ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1... $ 1,596 $100,000 $100,000 $ $ $ $ $ $ $
2... 3,272 100,000 100,000
3... 5,031 100,000 100,000
4... 6,879 100,000 100,000
5... 8,819 100,000 100,000
6... 10,856 100,000 100,000
7... 12,995 100,000 100,000
8... 15,240 100,000 100,000
9... 17,598 100,000 100,000
10.. 20,074 100,000 100,000
15.. 34,439 100,000 100,000
20.. 52,773 100,000 100,000
25.. 76,172 100,000 100,000
30.. 106,036 100,000 100,000
35.. 144,151 100,000
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1... % % % % % %
2...
3...
4...
5...
6...
7...
8...
9...
10..
15..
20..
25..
30..
35..
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-41
<PAGE> 45
MALE ISSUE AGE 40
$1,520 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$100,000 FACE AMOUNT
OPTION 2 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST ------------------------------ ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,596 $ $ $ $ $ $ $ $ $
2 3,272
3 5,031
4 6,879
5 8,819
6 10,856
7 12,995
8 15,240
9 17,598
10 20,074
15 34,439
20 52,773
25.. 76,172
30.. 106,036
35.. 144,151
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1 % % % % % %
2
3
4
5
6
7
8
9
10
15
20
25..
30..
35..
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-42
<PAGE> 46
MALE ISSUE AGE 40
$1,520 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$100,000 FACE AMOUNT
OPTION 2 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST ------------------------------ ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,596 $ $ $ $ $ $ $ $ $
2 3,272
3 5,031
4 6,879
5 8,819
6 10,856
7 12,995
8 15,240
9 17,598
10 20,074
15 34,439
20 52,773
25 76,172
30 106,036
35 144,151
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1 % % % % % %
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-43
<PAGE> 47
MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- -------------------------------- --------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,980 $500,000 $ $ $ $ $ $ $ $
2... 16,359 500,000
3... 25,157 500,000
4... 34,395 500,000
5... 44,095 500,000
6... 54,279 500,000
7... 64,973 500,000
8... 76,202 500,000
9... 87,992 500,000
10.. 100,372 500,000
15.. 172,197 500,000
20.. 263,866 500,000
25.. 380,862 500,000
30.. 530,182 500,000
35.. 720,756 500,000
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL GROSS ANNUAL
END OF RATE OF RETURN OF RATE OF RETURN OF
POLICY ------------------------ ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1 % % % % % %
2...
3...
4...
5...
6...
7...
8...
9...
10..
15..
20..
25..
30..
35..
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-44
<PAGE> 48
MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ------------------------------- -------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1... $ 7,980 $500,000 $500,000 $ $ $ $ $ $ $
2... 16,359 500,000 500,000
3... 25,157 500,000 500,000
4... 34,395 500,000 500,000
5... 44,095 500,000 500,000
6... 54,279 500,000 500,000
7... 64,973 500,000 500,000
8... 76,202 500,000 500,000
9... 87,992 500,000 500,000
10.. 100,372 500,000 500,000
15.. 172,197 500,000 500,000
20.. 263,866 500,000 500,000
25.. 380,862 500,000 500,000
30.. 530,182 500,000 500,000
35.. 720,756 500,000
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
GROSS ANNUAL GROSS ANNUAL
END OF RATE OF RETURN OF RATE OF RETURN OF
POLICY ------------------------ ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1... % % % % % %
2...
3...
4...
5...
6...
7...
8...
9...
10..
15..
20..
25..
30..
35..
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-45
<PAGE> 49
MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 2 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- -------------------------------- --------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,980 $ $ $ $ $ $ $ $ $
2 16,359
3 25,157
4 34,395
5 44,095
6 54,279
7 64,973
8 76,202
9 87,992
10 100,372
15 172,197
20 263,866
25 380,862
30 530,182
35 720,756
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1 % % % % % %
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-46
<PAGE> 50
MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 2 DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ------------------------------- -------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
------ ----------- -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,980 $ $ $ $ $ $ $ $ $
2 16,359
3 25,157
4 34,395
5 44,095
6 54,279
7 64,973
8 76,202
9 87,992
10 100,372
15 172,197
20 263,866
25 380,862
30 530,182
35 720,756
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY --------------------------- ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
------ -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C>
1 % % % % % %
2
3
4
5
6
7
8
9
10
15
20
25
30
35
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT
VARIED ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN
BE MADE BY NELICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN
CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
A-47
<PAGE> 51
APPENDIX B
INVESTMENT EXPERIENCE INFORMATION
This Appendix gives hypothetical illustrations of the Variable Account's and
the Policy's investment experience based on the historical investment experience
of the Eligible Funds. It does not predict future performance.
The Policies became available in August, 1995. The Zenith Fund and the
Variable Account commenced operations on August 26, 1983. The Westpeak Stock
Index and Back Bay Advisors Managed Series of the Zenith Fund commenced
operations on May 1, 1987. The Westpeak Growth and Income Series and Harris
Oakmark Mid Cap Value Series of the Zenith Fund commenced operations on April
30, 1993. The Loomis Sayles Small Cap Series of the Zenith Fund commenced
operations on May 2, 1994 and was made available to the Variable Account on
December 19, 1994. The MFS Investors Series and MFS Research Managers Series of
the Zenith Fund commenced operations on April 30, 1999. The remaining Zenith
Fund Series commenced operations on October 31, 1994 and were made available to
the Variable Account on May 1, 1995. The commencement of operations for the
Metropolitan Series Fund, Inc. Portfolios was: March 3, 1997 for the Janus Mid
Cap Portfolio; and November 9, 1998 for the Russell 2000 Index Portfolio. Both
were made available to the Variable Account on May 1, 2000. The Putnam Large Cap
Growth Portfolio of the Metropolitan Series Fund, Inc. commenced operations on
May 1, 2000 and is not included in this Appendix. The VIP Equity-Income
Portfolio and VIP Overseas Portfolio commenced operations on October 9, 1986 and
January 28, 1987, respectively, and were added as investment options of the
Variable Account on April 30, 1993. The VIP High Income Portfolio and the VIP II
Asset Manager Portfolio commenced operations on September 19, 1985 and September
6, 1989, respectively, and were added as investment options of the Variable
Account on December 19, 1994.
We base the illustrations on the actual investment experience of the
relevant Eligible Funds for the periods shown (net of actual charges and
expenses incurred by the Eligible Funds), and reflect a charge for mortality and
expense risks against the Variable Account's assets at the currently applicable
annual rate of .25%. The illustrations assume that premiums are paid at the
beginning of each year and that no loans, transfers or other Policy Owner
transactions were made during the periods shown.
Many factors other than investment experience affect Policy values and
benefits. These investment experience figures do not reflect the charges
deducted from Premiums and Monthly Deductions from the cash value. (See "Charges
and Expenses".)
NET RATES OF RETURN
The annual net rate is the effective earnings rate at which the investment
Sub-Accounts increased or decreased over a one-year period, based on the
investment experience of the relevant Eligible Funds. The rate is calculated by
taking the difference between the Sub-Accounts' ending values and beginning
values of the period and dividing it by the beginning values of the period.
The effective annual net rate of return since inception is the annualized
effective interest rate at which the Sub-Accounts increased or decreased since
the inception dates of the Sub-Accounts. For each Sub-Account, we calculate the
rate by taking the difference between the Sub-Account's ending value and the
value on the date of its inception and dividing it by the value on the date of
inception. This result is the total net rate of return since inception ("Total
Return"). The effective annual net rate of return is the rate which, if
compounded annually, would equal the total net rate of return since inception.
SUB-ACCOUNTS INVESTING IN ZENITH FUND
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
----------- 8/26/83- ------------------------------------------------------------------------------------------------
12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Growth*...... % % % % % % % % % %
Bond Income..........
Money Market.........
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------------------------------------- 8/26/83- 8/26/83-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- -------------------------------------------------------------------------- TOTAL EFFECTIVE
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Growth*...... % % % % % % % % %
Bond Income..........
Money Market.........
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
----------- 5/1/87- -------------------------------------------------------------------------------------
12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Index............... % % % % % % % % %
Managed................... %
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------------------- 5/1/87- 5/1/87-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- ----------------------------------------- TOTAL EFFECTIVE
12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Stock Index............... % % % % % %
Managed...................
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------------------------------------- 4/30/93- 4/30/93-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- 4/30/93 --------------------------------------------------------------- TOTAL EFFECTIVE
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Growth and Income........... % % % % % % % % %
Mid Cap Value**.............
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
--------------------------------------------------------------- 5/2/94 5/2/94
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- 5/2/94- ---------------------------------------------------- TOTAL EFFECTIVE
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Small Cap.............................. % % % % % % % %
</TABLE>
A-48
<PAGE> 52
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
--------------------------------------------------------------- 10/31/94- 10/31/94-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- 10/31/94 ---------------------------------------------------- TOTAL EFFECTIVE
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Equity Growth........................... % % % % % % % %
Balanced***.............................
Venture Value...........................
International Magnum Equity****.........
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------- 4/30/99- 4/30/99-
12/31/99 12/31/99
4/30/99- TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/99 RETURN ANNUAL
----------- -------- -------- ---------
<S> <C> <C> <C>
Investors................................................... % % N/A
Research Managers........................................... N/A
</TABLE>
------------
* Rates of return reflect the Capital Growth Series' former investment
advisory fee of .50% of average daily net assets for the period through
December 31, 1987 and its current advisory fee schedule thereafter.
** The Harris Oakmark Mid Cap Value Series' Sub-adviser was Loomis Sayles
until May 1, 1998, when Goldman Sachs Asset Management became the
sub-adviser. Harris Associates became the sub-adviser on May 1, 2000. Rates
of return reflect the Series' former investment advisory fee of .70% of
average daily net assets for the period through April 30, 1998, and .75%
thereafter.
*** The Balanced Series' sub-adviser was Loomis, Sayles until May 1, 2000, when
Wellington Management Company became the sub-adviser.
**** The Morgan Stanley International Magnum Equity Series' sub-adviser was
Draycott Partners until May 1, 1997, when Morgan Stanley Dean Witter
Investment Management became sub-adviser.
SUB-ACCOUNTS INVESTING IN METROPOLITAN SERIES FUND, INC.
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------- 3/3/97- 3/3/97-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- 3/3/97- -------------------- TOTAL EFFECTIVE
12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Mid Cap..................................................... % % % % %
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------ 11/9/98- 11/9/98-
FOR ONE YEAR ENDING 12/31/99 12/31/99
11/9/98- ------------------- TOTAL EFFECTIVE
12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Russell 2000 Index.......................................... % % % %
</TABLE>
SUB-ACCOUNTS INVESTING IN VIP
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
----------- 10/9/86- -------------------------------------------------------------------------------------
12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Equity-Income.................... % % % % % % % % %
<CAPTION>
ANNUAL NET RATE OF RETURN
---------------------------------------------------- 10/9/86- 10/9/86-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- ---------------------------------------------------- TOTAL EFFECTIVE
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Equity-Income.................... % % % % % % %
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------
FOR ONE YEAR ENDING
1/28/87- -------------------------------------------------------------------------------------
12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Overseas......................... % % % % % % % % %
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------------------- 1/28/87- 1/28/87-
FOR ONE YEAR ENDING 12/31/99 12/31/99
----------------------------------------- TOTAL EFFECTIVE
12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Overseas......................... % % % % % %
</TABLE>
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
----------- 9/19/85- -------------------------------------------------------------------------------------
12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Income.............. % % % % % % % % %
<CAPTION>
ANNUAL NET RATE OF RETURN
--------------------------------------------------------------- 9/19/85- 9/19/85-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- --------------------------------------------------------------- TOTAL EFFECTIVE
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
High Income.............. % % % % % % % %
</TABLE>
SUB-ACCOUNT INVESTING IN VIP II
<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
----------- 9/6/89- --------------------------------------------------------------------------
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Asset Manager..................... % % % % % % % %
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------ 9/6/89- 9/6/89-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/99 12/31/99
----------- ------------------------------ TOTAL EFFECTIVE
12/31/97 12/31/98 12/31/99 RETURN ANNUAL
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Asset Manager..................... % % % % %
</TABLE>
A-49
<PAGE> 53
POLICY PERFORMANCE
The material below assumes a Policy was issued with a $100,000 and $500,000
face amount, respectively, with annual premiums paid on August 26 of each year
(May 1 in the case of the Zenith Westpeak Stock Index and Zenith Back Bay
Managed Sub-Accounts; May 2 in the case of the Loomis Sayles Small Cap
Sub-Account; October 31 in the case of the Zenith Balanced, Zenith Morgan
Stanley International Magnum Equity, Zenith Davis Venture Value and Zenith Alger
Equity Growth Sub-Accounts; October 9 in the case of the VIP Equity-Income
Sub-Account; January 28 in the case of the VIP Overseas Sub-Account; April 30 in
the case of the Zenith Westpeak Growth and Income and Zenith Harris Oakmark Mid
Cap Value Sub-Accounts; September 19 in the case of the VIP High Income
Sub-Account; September 6 in the case of the VIP II Asset Manager Sub-Account;
March 3 in the case of the Metropolitan Janus Mid Cap Sub-Account; November 9 in
the case of the Metropolitan Russell 2000 Index Sub-Account), to a male age 40
in the nonsmoker preferred risk category. Values and benefits are shown first
for Policies with the Option 1 death benefit and then for the Policies with the
Option 2 death benefit. The death benefits, cash values and internal rates of
return assume in each instance that the entire policy value was invested in the
particular Sub-Account for the period shown. The illustrations of Policy
investment experience reflect all Policy charges based on NELICO's current
rates. The illustrations for the $500,000 face amount reflect the lower sales
charge and cost of insurance charges that would apply to the Policy if issued in
the personal market or if issued in business situations which qualify for those
lower charges. The illustrations do not reflect the higher current charges that
would apply for tax-qualified pension plans. (See "Charges and Expenses".) (See
Appendix A for the definition of the internal rate of return.)
MALE NONSMOKER PREFERRED RISK, AGE 40
$100,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
ZENITH CAPITAL GROWTH SUB-ACCOUNT*
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................. $ 1,520 $ $ $ -- --
December 31, 1983............... 1,520 % --
December 31, 1984............... 3,040 %
December 31, 1985............... 4,560
December 31, 1986............... 6,080
December 31, 1987............... 7,600
December 31, 1988............... 9,120
December 31, 1989............... 10,640
December 31, 1990............... 12,160
December 31, 1991............... 13,680
December 31, 1992............... 15,200
December 31, 1993............... 16,720
December 31, 1994............... 18,240
December 31, 1995............... 19,760
December 31, 1996............... 21,280
December 31, 1997............... 22,800
December 31, 1998............... 24,320
December 31, 1999............... 25,840
</TABLE>
A-50
<PAGE> 54
ZENITH BACK BAY BOND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................... $ 1,520 $ $ $ -- --
December 31, 1983................. 1,520 % --
December 31, 1984................. 3,040 %
December 31, 1985................. 4,560
December 31, 1986................. 6,080
December 31, 1987................. 7,600
December 31, 1988................. 9,120
December 31, 1989................. 10,640
December 31, 1990................. 12,160
December 31, 1991................. 13,680
December 31, 1992................. 15,200
December 31, 1993................. 16,720
December 31, 1994................. 18,240
December 31, 1995................. 19,760
December 31, 1996................. 21,280
December 31, 1997................. 22,800
December 31, 1998................. 24,320
December 31, 1999................. 25,840
</TABLE>
ZENITH BACK BAY MONEY MARKET SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................... $ 1,520 $ $ $ -- --
December 31, 1983................. 1,520 % --
December 31, 1984................. 3,040 %
December 31, 1985................. 4,560
December 31, 1986................. 6,080
December 31, 1987................. 7,600
December 31, 1988................. 9,120
December 31, 1989................. 10,640
December 31, 1990................. 12,160
December 31, 1991................. 13,680
December 31, 1992................. 15,200
December 31, 1993................. 16,720
December 31, 1994................. 18,240
December 31, 1995................. 19,760
December 31, 1996................. 21,280
December 31, 1997................. 22,800
December 31, 1998................. 24,320
December 31, 1999................. 25,840
</TABLE>
ZENITH WESTPEAK STOCK INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987....................... $ 1,520 $100,000 $ $ -- --
December 31, 1987................. 1,520 100,000 % --
December 31, 1988................. 3,040 100,000 %
December 31, 1989................. 4,560 100,000
December 31, 1990................. 6,080 100,000
December 31, 1991................. 7,600 100,000
December 31, 1992................. 9,120 100,000
December 31, 1993................. 10,640 100,000
December 31, 1994................. 12,160 100,000
December 31, 1995................. 13,680 100,000
December 31, 1996................. 15,200 100,000
December 31, 1997................. 16,720 100,000
December 31, 1998................. 18,240 100,000
December 31, 1999................. 19,760 100,000
</TABLE>
A-51
<PAGE> 55
ZENITH BACK BAY MANAGED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987....................... $ 1,520 $100,000 $ $ -- --
December 31, 1987................. 1,520 100,000 % --
December 31, 1988................. 3,040 100,000 %
December 31, 1989................. 4,560 100,000
December 31, 1990................. 6,080 100,000
December 31, 1991................. 7,600 100,000
December 31, 1992................. 9,120 100,000
December 31, 1993................. 10,640 100,000
December 31, 1994................. 12,160 100,000
December 31, 1995................. 13,680 100,000
December 31, 1996................. 15,200 100,000
December 31, 1997................. 16,720 100,000
December 31, 1998................. 18,240 100,000
December 31, 1999................. 19,760 100,000
</TABLE>
ZENITH WESTPEAK GROWTH AND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $ 1,520 $100,000 $ $ -- --
December 31, 1993................. 1,520 100,000 % --
December 31, 1994................. 3,040 100,000 %
December 31, 1995................. 4,560 100,000
December 31, 1996................. 6,080 100,000
December 31, 1997................. 7,600 100,000
December 31, 1998................. 9,120 100,000
December 31, 1999................. 10,640 100,000
</TABLE>
ZENITH HARRIS OAKMARK MID CAP VALUE SUB-ACCOUNT**
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993...................... $1,520 $100,000 $ $ -- --
December 31, 1993................... 1,520 100,000 % --
December 31, 1994................... 3,040 100,000 %
December 31, 1995................... 4,560 100,000
December 31, 1996................... 6,080 100,000
December 31, 1997................... 7,600 100,000
December 31, 1998................... 9,120 100,000
December 31, 1999................... 10,640 100,000
</TABLE>
ZENITH LOOMIS SAYLES SMALL CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 2, 1994......................... $1,520 $100,000 $ $ -- --
December 31, 1994................... 1,520 100,000 % --
December 31, 1995................... 3,040 100,000 %
December 31, 1996................... 4,560 100,000
December 31, 1997................... 6,080 100,000
December 31, 1998................... 7,600 100,000
December 31, 1999................... 9,120 100,000
</TABLE>
A-52
<PAGE> 56
ZENITH BALANCED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $100,000 $ $ -- --
December 31, 1994................... 1,520 100,000 % --
December 31, 1995................... 3,040 100,000 %
December 31, 1996................... 4,560 100,000
December 31, 1997................... 6,080 100,000
December 31, 1998................... 7,600 100,000
December 31, 1999................... 9,120 100,000
</TABLE>
ZENITH MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $100,000 $ $ -- --
December 31, 1994................... 1,520 100,000 % --
December 31, 1995................... 3,040 100,000 %
December 31, 1996................... 4,560 100,000
December 31, 1997................... 6,080 100,000
December 31, 1998................... 7,600 100,000
December 31, 1999................... 9,120 100,000
</TABLE>
ZENITH DAVIS VENTURE VALUE SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $1,520 $100,000 $ $ -- --
December 31, 1994................. 1,520 100,000 % --
December 31, 1995................. 3,040 100,000 %
December 31, 1996................. 4,560 100,000
December 31, 1997................. 6,080 100,000
December 31, 1998................. 7,600 100,000
December 31, 1999................. 9,120 100,000
</TABLE>
ZENITH ALGER EQUITY GROWTH SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $1,520 $100,000 $ $ -- --
December 31, 1994................. 1,520 100,000 % --
December 31, 1995................. 3,040 100,000 %
December 31, 1996................. 4,560 100,000
December 31, 1997................. 6,080 100,000
December 31, 1998................. 7,600 100,000
December 31, 1999................. 9,120 100,000
</TABLE>
ZENITH MFS INVESTORS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999...................... $1,520 $100,000 $ $ -- --
December 31, 1999................... 1,520 100,000 % --
</TABLE>
ZENITH MFS RESEARCH MANAGERS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999...................... $1,520 $100,000 $ $ -- --
December 31, 1999................... 1,520 100,000 % --
</TABLE>
A-53
<PAGE> 57
METROPOLITAN JANUS MID CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
March 3, 1997....................... $1,520 $100,000 $ $ -- --
December 31, 1997................... 1,520 100,000 % --
December 31, 1998................... 3,040 100,000 %
December 31, 1999................... 4,560 100,000
</TABLE>
METROPOLITAN RUSSELL 2000 INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
November 9, 1998.................... $1,520 $100,000 $ $ -- --
December 31, 1998................... 1,520 100,000 % --
December 31, 1999................... 3,040 100,000 %
</TABLE>
VIP EQUITY-INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 9, 1986................... $ 1,520 $100,000 $ $ -- --
December 31, 1986................. 1,520 100,000 % --
December 31, 1987................. 3,040 100,000 %
December 31, 1988................. 4,560 100,000
December 31, 1989................. 6,080 100,000
December 31, 1990................. 7,600 100,000
December 31, 1991................. 9,120 100,000
December 31, 1992................. 10,640 100,000
December 31, 1993................. 12,160 100,000
December 31, 1994................. 13,680 100,000
December 31, 1995................. 15,200 100,000
December 31, 1996................. 16,720 100,000
December 31, 1997................. 18,240 100,000
December 31, 1998................. 19,760 100,000
December 31, 1999................. 21,280 100,000
</TABLE>
VIP OVERSEAS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
January 28, 1987.................. $ 1,520 $100,000 $ $ -- --
December 31, 1987................. 1,520 100,000 % --
December 31, 1988................. 3,040 100,000 %
December 31, 1989................. 4,560 100,000
December 31, 1990................. 6,080 100,000
December 31, 1991................. 7,600 100,000
December 31, 1992................. 9,120 100,000
December 31, 1993................. 10,640 100,000
December 31, 1994................. 12,160 100,000
December 31, 1995................. 13,680 100,000
December 31, 1996................. 15,200 100,000
December 31, 1997................. 16,720 100,000
December 31, 1998................. 18,240 100,000
December 31, 1999................. 19,760 100,000
</TABLE>
A-54
<PAGE> 58
VIP HIGH INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 19, 1985................ $ 1,520 $100,000 $ $ -- --
December 31, 1985................. 1,520 100,000 % --
December 31, 1986................. 3,040 100,000 %
December 31, 1987................. 4,560 100,000
December 31, 1988................. 6,080 100,000
December 31, 1989................. 7,600 100,000
December 31, 1990................. 9,120 100,000
December 31, 1991................. 10,640 100,000
December 31, 1992................. 12,160 100,000
December 31, 1993................. 13,680 100,000
December 31, 1994................. 15,200 100,000
December 31, 1995................. 16,720 100,000
December 31, 1996................. 18,240 100,000
December 31, 1997................. 19,760 100,000
December 31, 1998................. 21,280 100,000
December 31, 1999................. 22,800 100,000
</TABLE>
VIP II ASSET MANAGER SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 6, 1989................. $ 1,520 $100,000 $ $ -- --
December 31, 1989................. 1,520 100,000 % --
December 31, 1990................. 3,040 100,000 %
December 31, 1991................. 4,560 100,000
December 31, 1992................. 6,080 100,000
December 31, 1993................. 7,600 100,000
December 31, 1994................. 9,120 100,000
December 31, 1995................. 10,640 100,000
December 31, 1996................. 12,160 100,000
December 31, 1997................. 13,680 100,000
December 31, 1998................. 15,200 100,000
December 31, 1999................. 16,720 100,000
</TABLE>
OPTION 2 DEATH BENEFIT
ZENITH CAPITAL GROWTH SUB-ACCOUNT*
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................. $ 1,520 $ $ $ -- --
December 31, 1983............... 1,520 % --
December 31, 1984............... 3,040 %
December 31, 1985............... 4,560
December 31, 1986............... 6,080
December 31, 1987............... 7,600
December 31, 1988............... 9,120
December 31, 1989............... 10,640
December 31, 1990............... 12,160
December 31, 1991............... 13,680
December 31, 1992............... 15,200
December 31, 1993............... 16,720
December 31, 1994............... 18,240
December 31, 1995............... 19,760
December 31, 1996............... 21,280
December 31, 1997............... 22,800
December 31, 1998............... 24,320
December 31, 1999............... 25,840
</TABLE>
A-55
<PAGE> 59
ZENITH BACK BAY BOND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................... $ 1,520 $ $ $ -- --
December 31, 1983................. 1,520 % --
December 31, 1984................. 3,040 %
December 31, 1985................. 4,560
December 31, 1986................. 6,080
December 31, 1987................. 7,600
December 31, 1988................. 9,120
December 31, 1989................. 10,640
December 31, 1990................. 12,160
December 31, 1991................. 13,680
December 31, 1992................. 15,200
December 31, 1993................. 16,720
December 31, 1994................. 18,240
December 31, 1995................. 19,760
December 31, 1996................. 21,280
December 31, 1997................. 22,800
December 31, 1998................. 24,320
December 31, 1999................. 25,840
</TABLE>
ZENITH BACK BAY MONEY MARKET SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................... $ 1,520 $ $ $ -- --
December 31, 1983................. 1,520 % --
December 31, 1984................. 3,040 %
December 31, 1985................. 4,560
December 31, 1986................. 6,080
December 31, 1987................. 7,600
December 31, 1988................. 9,120
December 31, 1989................. 10,640
December 31, 1990................. 12,160
December 31, 1991................. 13,680
December 31, 1992................. 15,200
December 31, 1993................. 16,720
December 31, 1994................. 18,240
December 31, 1995................. 19,760
December 31, 1996................. 21,280
December 31, 1997................. 22,800
December 31, 1998................. 24,320
December 31, 1999................. 25,840
</TABLE>
ZENITH WESTPEAK STOCK INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987....................... $ 1,520 $ $ $ -- --
December 31, 1987................. 1,520 % --
December 31, 1988................. 3,040 %
December 31, 1989................. 4,560
December 31, 1990................. 6,080
December 31, 1991................. 7,600
December 31, 1992................. 9,120
December 31, 1993................. 10,640
December 31, 1994................. 12,160
December 31, 1995................. 13,680
December 31, 1996................. 15,200
December 31, 1997................. 16,720
December 31, 1998................. 18,240
December 31, 1999................. 19,760
</TABLE>
A-56
<PAGE> 60
ZENITH BACK BAY MANAGED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987....................... $ 1,520 $ $ $ -- --
December 31, 1987................. 1,520 % --
December 31, 1988................. 3,040 %
December 31, 1989................. 4,560
December 31, 1990................. 6,080
December 31, 1991................. 7,600
December 31, 1992................. 9,120
December 31, 1993................. 10,640
December 31, 1994................. 12,160
December 31, 1995................. 13,680
December 31, 1996................. 15,200
December 31, 1997................. 16,720
December 31, 1998................. 18,240
December 31, 1999................. 19,760
</TABLE>
ZENITH WESTPEAK GROWTH AND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $1,520 $ $ $ -- --
December 31, 1993................. 1,520 % --
December 31, 1994................. 3,040 %
December 31, 1995................. 4,560
December 31, 1996................. 6,080
December 31, 1997................. 7,600
December 31, 1998................. 9,120
December 31, 1999................. 10,640
</TABLE>
ZENITH HARRIS OAKMARK MID CAP VALUE SUB-ACCOUNT**
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993...................... $1,520 $ $ $ -- --
December 31, 1993................... 1,520 % --
December 31, 1994................... 3,040 %
December 31, 1995................... 4,560
December 31, 1996................... 6,080
December 31, 1997................... 7,600
December 31, 1998................... 9,120
December 31, 1999................... 10,640
</TABLE>
ZENITH LOOMIS SAYLES SMALL CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 2, 1994......................... $1,520 $ $ $ -- --
December 31, 1994................... 1,520 % --
December 31, 1995................... 3,040 %
December 31, 1996................... 4,560
December 31, 1997................... 6,080
December 31, 1998................... 7,600
December 31, 1999................... 9,120
</TABLE>
ZENITH BALANCED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $ $ $ -- --
December 31, 1994................... 1,520 % --
December 31, 1995................... 3,040 %
December 31, 1996................... 4,560
December 31, 1997................... 6,080
December 31, 1998................... 7,600
December 31, 1999................... 9,120
</TABLE>
A-57
<PAGE> 61
ZENITH MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $ $ $ -- --
December 31, 1994................... 1,520 % --
December 31, 1995................... 3,040 %
December 31, 1996................... 4,560
December 31, 1997................... 6,080
December 31, 1998................... 7,600
December 31, 1999................... 9,120
</TABLE>
ZENITH DAVIS VENTURE VALUE SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $ $ $ -- --
December 31, 1994................... 1,520 % --
December 31, 1995................... 3,040 %
December 31, 1996................... 4,560
December 31, 1997................... 6,080
December 31, 1998................... 7,600
December 31, 1999................... 9,120
</TABLE>
ZENITH ALGER EQUITY GROWTH SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................... $1,520 $ $ $ -- --
December 31, 1994................... 1,520 % --
December 31, 1995................... 3,040 %
December 31, 1996................... 4,560
December 31, 1997................... 6,080
December 31, 1998................... 7,600
December 31, 1999................... 9,120
</TABLE>
ZENITH MFS INVESTORS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999...................... $1,520 $ $ $ -- --
December 31, 1999................... 1,520 % --
</TABLE>
ZENITH MFS RESEARCH MANAGERS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999...................... $1,520 $ $ $ -- --
December 31, 1999................... 1,520 % --
</TABLE>
METROPOLITAN JANUS MID CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
March 3, 1997....................... $1,520 $ $ $ -- --
December 31, 1997................... 1,520 % --
December 31, 1998................... 3,040 %
December 31, 1999................... 4,560
</TABLE>
A-58
<PAGE> 62
METROPOLITAN RUSSELL 2000 INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
November 9, 1998.................... $1,520 $ $ $ -- --
December 31, 1998................... 1,520 % --
December 31, 1999................... 3,040 %
</TABLE>
VIP EQUITY-INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 9, 1986..................... $1,520 $ $ $ -- --
December 31, 1986................... 1,520 % --
December 31, 1987................... 3,040 %
December 31, 1988................... 4,560
December 31, 1989................... 6,080
December 31, 1990................... 7,600
December 31, 1991................... 9,120
December 31, 1992................... 10,640
December 31, 1993................... 12,160
December 31, 1994................... 13,680
December 31, 1995................... 15,200
December 31, 1996................... 16,720
December 31, 1997................... 18,240
December 31, 1998................... 19,760
December 31, 1999................... 21,280
</TABLE>
VIP OVERSEAS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
January 28, 1987.................. $ 1,520 $ $ $ -- --
December 31, 1987................. 1,520 % --
December 31, 1988................. 3,040 %
December 31, 1989................. 4,560
December 31, 1990................. 6,080
December 31, 1991................. 7,600
December 31, 1992................. 9,120
December 31, 1993................. 10,640
December 31, 1994................. 12,160
December 31, 1995................. 13,680
December 31, 1996................. 15,200
December 31, 1997................. 16,720
December 31, 1998................. 18,240
December 31, 1999................. 19,760
</TABLE>
VIP HIGH INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 19, 1985................ $ 1,520 $ $ $ -- --
December 31, 1985................. 1,520 % --
December 31, 1986................. 3,040 %
December 31, 1987................. 4,560
December 31, 1988................. 6,080
December 31, 1989................. 7,600
December 31, 1990................. 9,120
December 31, 1991................. 10,640
December 31, 1992................. 12,160
December 31, 1993................. 13,680
December 31, 1994................. 15,200
December 31, 1995................. 16,720
December 31, 1996................. 18,240
December 31, 1997................. 19,760
December 31, 1998................. 21,280
December 31, 1999................. 22,800
</TABLE>
A-59
<PAGE> 63
VIP II ASSET MANAGER SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 6, 1989................. $ 1,520 $ $ $ -- --
December 31, 1989................. 1,520 % --
December 31, 1990................. 3,040 %
December 31, 1991................. 4,560
December 31, 1992................. 6,080
December 31, 1993................. 7,600
December 31, 1994................. 9,120
December 31, 1995................. 10,640
December 31, 1996................. 12,160
December 31, 1997................. 13,680
December 31, 1998................. 15,200
December 31, 1999................. 16,720
</TABLE>
------------
* Rates of return and Policy values and benefits shown reflect the Capital
Growth Series' investment advisory fee of .50% of average daily net assets
for the period through December 31, 1987 and its current advisory fee
schedule thereafter.
** Rates of return and Policy values and benefits shown reflect the Harris
Oakmark Mid Cap Value Series' investment advisory fee of .70% of average
daily net assets for the period through April 30, 1998 and .75% thereafter.
MALE NON-SMOKER PREFERRED RISK AGE 40
$500,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT
ZENITH CAPITAL GROWTH SUB-ACCOUNT*
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ---------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983............... $ 7,600 $ $ $ -- --
December 31, 1983............. 7,600 % --
December 31, 1984............. 15,200 %
December 31, 1985............. 22,800
December 31, 1986............. 30,400
December 31, 1987............. 38,000
December 31, 1988............. 45,600
December 31, 1989............. 53,200
December 31, 1990............. 60,800
December 31, 1991............. 68,400
December 31, 1992............. 76,000
December 31, 1993............. 83,600
December 31, 1994............. 91,200
December 31, 1995............. 98,800
December 31, 1996............. 106,400
December 31, 1997............. 114,000
December 31, 1998............. 121,600
December 31, 1999............. 129,200
</TABLE>
A-60
<PAGE> 64
ZENITH BACK BAY BOND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................ $ 7,600 $ $ $ -- --
December 31, 1983.............. 7,600 % --
December 31, 1984.............. 15,200 %
December 31, 1985.............. 22,800
December 31, 1986.............. 30,400
December 31, 1987.............. 38,000
December 31, 1988.............. 45,600
December 31, 1989.............. 53,200
December 31, 1990.............. 60,800
December 31, 1991.............. 68,400
December 31, 1992.............. 76,000
December 31, 1993.............. 83,600
December 31, 1994.............. 91,200
December 31, 1995.............. 98,800
December 31, 1996.............. 106,400
December 31, 1997.............. 114,000
December 31, 1998.............. 121,600
December 31, 1999.............. 129,200
</TABLE>
ZENITH BACK BAY MONEY MARKET SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................ $ 7,600 $ $ $ -- --
December 31, 1983.............. 7,600 % --
December 31, 1984.............. 15,200 %
December 31, 1985.............. 22,800
December 31, 1986.............. 30,400
December 31, 1987.............. 38,000
December 31, 1988.............. 45,600
December 31, 1989.............. 53,200
December 31, 1990.............. 60,800
December 31, 1991.............. 68,400
December 31, 1992.............. 76,000
December 31, 1993.............. 83,600
December 31, 1994.............. 91,200
December 31, 1995.............. 98,800
December 31, 1996.............. 106,400
December 31, 1997.............. 114,000
December 31, 1998.............. 121,600
December 31, 1999.............. 129,200
</TABLE>
ZENITH WESTPEAK STOCK INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987..................... $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
A-61
<PAGE> 65
ZENITH BACK BAY MANAGED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987..................... $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
ZENITH WESTPEAK GROWTH AND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $ 7,600 $ $ $ -- --
December 31, 1993................. 7,600 % --
December 31, 1994................. 15,200 %
December 31, 1995................. 22,800
December 31, 1996................. 30,400
December 31, 1997................. 38,000
December 31, 1998................. 45,600
December 31, 1999................. 53,200
</TABLE>
ZENITH HARRIS OAKMARK MID CAP VALUE SUB-ACCOUNT**
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $ 7,600 $ $ $ -- --
December 31, 1993................. 7,600 % --
December 31, 1994................. 15,200 %
December 31, 1995................. 22,800
December 31, 1996................. 30,400
December 31, 1997................. 38,000
December 31, 1998................. 45,600
December 31, 1999................. 53,200
</TABLE>
ZENITH LOOMIS SAYLES SMALL CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 2, 1994....................... $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
A-62
<PAGE> 66
ZENITH BALANCED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH DAVIS VENTURE VALUE SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH ALGER EQUITY GROWTH SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH MFS INVESTORS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999.................... $ 7,600 $ $ $ -- --
December 31, 1999................. 7,600 % --
</TABLE>
ZENITH MFS RESEARCH MANAGERS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999.................... $ 7,600 $ $ $ -- --
December 31, 1999................. 7,600 % --
</TABLE>
A-63
<PAGE> 67
METROPOLITAN JANUS MID CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
March 3, 1997..................... $ 7,600 $ $ $ -- --
December 31, 1997................. 7,600 % --
December 31, 1998................. 15,200 %
December 31, 1999................. 22,800
</TABLE>
METROPOLITAN RUSSELL 2000 INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
November 9, 1998.................. $ 7,600 $ $ $ -- --
December 31, 1998................. 7,600 % --
December 31, 1999................. 15,200 %
</TABLE>
VIP EQUITY-INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 9, 1986................ $ 7,600 $ $ $ -- --
December 31, 1986.............. 7,600 % --
December 31, 1987.............. 15,200 %
December 31, 1988.............. 22,800
December 31, 1989.............. 30,400
December 31, 1990.............. 38,000
December 31, 1991.............. 45,600
December 31, 1992.............. 53,200
December 31, 1993.............. 60,800
December 31, 1994.............. 68,400
December 31, 1995.............. 76,000
December 31, 1996.............. 83,600
December 31, 1997.............. 91,200
December 31, 1998.............. 98,800
December 31, 1999.............. 106,400
</TABLE>
VIP OVERSEAS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
January 28, 1987................ $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
A-64
<PAGE> 68
VIP HIGH INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 19, 1985............. $ 7,600 $ $ $ -- --
December 31, 1985.............. 7,600 % --
December 31, 1986.............. 15,200 %
December 31, 1987.............. 22,800
December 31, 1988.............. 30,400
December 31, 1989.............. 38,000
December 31, 1990.............. 45,600
December 31, 1991.............. 53,200
December 31, 1992.............. 60,800
December 31, 1993.............. 68,400
December 31, 1994.............. 76,000
December 31, 1995.............. 83,600
December 31, 1996.............. 91,200
December 31, 1997.............. 98,800
December 31, 1998.............. 106,400
December 31, 1999.............. 114,000
</TABLE>
VIP II ASSET MANAGER SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 6, 1989............... $ 7,600 $ $ $ -- --
December 31, 1989............... 7,600 % --
December 31, 1990............... 15,200 %
December 31, 1991............... 22,800
December 31, 1992............... 30,400
December 31, 1993............... 38,000
December 31, 1994............... 45,600
December 31, 1995............... 53,200
December 31, 1996............... 60,800
December 31, 1997............... 68,400
December 31, 1998............... 76,000
December 31, 1999............... 83,600
</TABLE>
OPTION 2 DEATH BENEFIT
ZENITH CAPITAL GROWTH SUB-ACCOUNT*
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- ---------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................. $ 7,600 $ $ $ -- --
December 31, 1983............... 7,600 % --
December 31, 1984............... 15,200 %
December 31, 1985............... 22,800
December 31, 1986............... 30,400
December 31, 1987............... 38,000
December 31, 1988............... 45,600
December 31, 1989............... 53,200
December 31, 1990............... 60,800
December 31, 1991............... 68,400
December 31, 1992............... 76,000
December 31, 1993............... 83,600
December 31, 1994............... 91,200
December 31, 1995............... 98,800
December 31, 1996............... 106,400
December 31, 1997............... 114,000
December 31, 1998............... 121,600
December 31, 1999............... 129,200
</TABLE>
A-65
<PAGE> 69
ZENITH BACK BAY BOND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................... $ 7,600 $ $ $ -- --
December 31, 1983................. 7,600 % --
December 31, 1984................. 15,200 %
December 31, 1985................. 22,800
December 31, 1986................. 30,400
December 31, 1987................. 38,000
December 31, 1988................. 45,600
December 31, 1989................. 53,200
December 31, 1990................. 60,800
December 31, 1991................. 68,400
December 31, 1992................. 76,000
December 31, 1993................. 83,600
December 31, 1994................. 91,200
December 31, 1995................. 98,800
December 31, 1996................. 106,400
December 31, 1997................. 114,000
December 31, 1998................. 121,600
December 31, 1999................. 129,200
</TABLE>
ZENITH BACK BAY MONEY MARKET SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
August 26, 1983................ $ 7,600 $ $ $ -- --
December 31, 1983.............. 7,600 % --
December 31, 1984.............. 15,200 %
December 31, 1985.............. 22,800
December 31, 1986.............. 30,400
December 31, 1987.............. 38,000
December 31, 1988.............. 45,600
December 31, 1989.............. 53,200
December 31, 1990.............. 60,800
December 31, 1991.............. 68,400
December 31, 1992.............. 76,000
December 31, 1993.............. 83,600
December 31, 1994.............. 91,200
December 31, 1995.............. 98,800
December 31, 1996.............. 106,400
December 31, 1997.............. 114,000
December 31, 1998.............. 121,600
December 31, 1999.............. 129,200
</TABLE>
ZENITH WESTPEAK STOCK INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987..................... $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
A-66
<PAGE> 70
ZENITH BACK BAY MANAGED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 1, 1987..................... $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
ZENITH WESTPEAK GROWTH AND INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $ 7,600 $ $ $ -- --
December 31, 1993................. 7,600 % --
December 31, 1994................. 15,200 %
December 31, 1995................. 22,800
December 31, 1996................. 30,400
December 31, 1997................. 38,000
December 31, 1998................. 45,600
December 31, 1999................. 53,200
</TABLE>
ZENITH HARRIS OAKMARK MID CAP VALUE SUB-ACCOUNT**
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1993.................... $ 7,600 $ $ $ -- --
December 31, 1993................. 7,600 % --
December 31, 1994................. 15,200 %
December 31, 1995................. 22,800
December 31, 1996................. 30,400
December 31, 1997................. 38,000
December 31, 1998................. 45,600
December 31, 1999................. 53,200
</TABLE>
ZENITH LOOMIS SAYLES SMALL CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 2, 1994....................... $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
A-67
<PAGE> 71
ZENITH BALANCED SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ $ --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH DAVIS VENTURE VALUE SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH ALGER EQUITY GROWTH SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 31, 1994.................. $ 7,600 $ $ $ -- --
December 31, 1994................. 7,600 % --
December 31, 1995................. 15,200 %
December 31, 1996................. 22,800
December 31, 1997................. 30,400
December 31, 1998................. 38,000
December 31, 1999................. 45,600
</TABLE>
ZENITH MFS INVESTORS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999.................... $ 7,600 $ $ $ -- --
December 31, 1999................. 7,600 % --
</TABLE>
ZENITH MFS RESEARCH MANAGERS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
April 30, 1999.................... $ 7,600 $ $ $ -- --
December 31, 1999................. 7,600 % --
</TABLE>
A-68
<PAGE> 72
METROPOLITAN JANUS MID CAP SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
March 3, 1997..................... $ 7,600 $ $ $ -- --
December 31, 1997................. 7,600 % --
December 31, 1998................. 15,200 %
December 31, 1999................. 22,800
</TABLE>
METROPOLITAN RUSSELL 2000 INDEX SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
November 9, 1998.................. $ 7,600 $ $ $ -- --
December 31, 1998................. 7,600 % --
December 31, 1999................. 15,200 %
</TABLE>
VIP EQUITY-INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
October 9, 1986................. $ 7,600 $ $ $ -- --
December 31, 1986............... 7,600 % --
December 31, 1987............... 15,200 %
December 31, 1988............... 22,800
December 31, 1989............... 30,400
December 31, 1990............... 38,000
December 31, 1991............... 45,600
December 31, 1992............... 53,200
December 31, 1993............... 60,800
December 31, 1994............... 68,400
December 31, 1995............... 76,000
December 31, 1996............... 83,600
December 31, 1997............... 91,200
December 31, 1998............... 98,800
December 31, 1999............... 106,400
</TABLE>
VIP OVERSEAS SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
January 28, 1987................ $ 7,600 $ $ $ -- --
December 31, 1987............... 7,600 % --
December 31, 1988............... 15,200 %
December 31, 1989............... 22,800
December 31, 1990............... 30,400
December 31, 1991............... 38,000
December 31, 1992............... 45,600
December 31, 1993............... 53,200
December 31, 1994............... 60,800
December 31, 1995............... 68,400
December 31, 1996............... 76,000
December 31, 1997............... 83,600
December 31, 1998............... 91,200
December 31, 1999............... 98,800
</TABLE>
A-69
<PAGE> 73
VIP HIGH INCOME SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 19, 1985............. $ 7,600 $ $ $ -- --
December 31, 1985.............. 7,600 % --
December 31, 1986.............. 15,200 %
December 31, 1987.............. 22,800
December 31, 1988.............. 30,400
December 31, 1989.............. 38,000
December 31, 1990.............. 45,600
December 31, 1991.............. 53,200
December 31, 1992.............. 60,800
December 31, 1993.............. 68,400
December 31, 1994.............. 76,000
December 31, 1995.............. 83,600
December 31, 1996.............. 91,200
December 31, 1997.............. 98,800
December 31, 1998.............. 106,400
December 31, 1999.............. 114,000
</TABLE>
VIP II ASSET MANAGER SUB-ACCOUNT
<TABLE>
<CAPTION>
TOTAL INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
---- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
September 6, 1989............... $ 7,600 $ $ $ -- --
December 31, 1989............... 7,600 % --
December 31, 1990............... 15,200 %
December 31, 1991............... 22,800
December 31, 1992............... 30,400
December 31, 1993............... 38,000
December 31, 1994............... 45,600
December 31, 1995............... 53,200
December 31, 1996............... 60,800
December 31, 1997............... 68,400
December 31, 1998............... 76,000
December 31, 1999............... 83,600
</TABLE>
------------
* Rates of return and Policy values and benefits shown reflect the Capital
Growth Series' investment advisory fee of .50% of average daily net assets
for the period through December 31, 1987 and its current advisory fee
schedule thereafter.
** Rates of return and Policy values and benefits shown reflect the Harris
Oakmark Mid Cap Value Series' investment advisory fee of .70% of average
daily net assets for the period through April 30, 1998 and .75% thereafter.
A-70
<PAGE> 74
APPENDIX C
LONG TERM MARKET TRENDS
The information below compares the average annual returns of common stock,
high grade corporate bonds and 30-day U.S. Treasury bills over 20-year and
30-year holding periods.* The average annual returns assume the reinvestment of
dividends, capital gains and interest. This is an historical record and does not
predict future performance. The information does not reflect Policy charges.
The data indicates that, historically, the investment performance of common
stocks over long periods has been positive and generally superior to that of
long-term, high grade debt securities. Common stocks have, however, been subject
to more dramatic market adjustments over short periods.
Over the 55 20-year time periods beginning in 1926 and ending in 1999 (i.e.,
1926-1945, 1927-1946, and so on through 1980-1999):
-- The average annual return of common stocks was superior to that of high
grade, long-term corporate bonds in 52 of the 55 periods.
-- The average annual return of common stocks surpassed that of U.S.
Treasury bills in each of the 55 periods.
-- Common stock average annual returns exceeded the average annual rate of
inflation in each of the 55 periods.
Over the 45 30-year periods beginning in 1926 and ending in 1999, the
average annual return of common stocks was superior to that of high grade,
long-term corporate bonds, U.S. Treasury bills and inflation in all 45 periods.
From 1926 through 1999 the average annual return for common stocks was
11.3%, compared to 5.6% for high grade, long-term corporate bonds, 3.8% for U.S.
Treasury bills and 3.1% for the Consumer Price Index.
------------
* Used with permission. (C)2000 Ibbotson Associates, Inc. All rights reserved.
[Certain portions of this work were derived from copyrighted works of Roger G.
Ibbotson and Rex Sinquefield.]
------------------------
SUMMARY: HISTORIC S&P STOCK INDEX RESULTS FOR
SPECIFIC HOLDING PERIODS
The following chart categorizes the historical results of the Standard &
Poor's 500 Stock Index with dividends reinvested, over one-year, five-year and
twenty-year periods beginning in 1926 and ending 1999.
The chart does not predict future stock market results. It shows the
historic performance of a broad index of stocks, and not the performance of any
fund or investment.
------------------------
PERCENT OF HOLDING PERIODS WITH THE FOLLOWING RETURNS:
<TABLE>
<CAPTION>
GREATER
0- 5.01- 10.01- 15.01- THAN
HOLDING NEGATIVE 5.00% 10.00% 15.00% 20.00% 20.00%
PERIOD RETURN RETURN RETURN RETURN RETURN RETURN
------- -------- ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
1 year................................. 27% 4% 11% 7% 11% 40%
5 years................................ 10% 14% 14% 30% 19% 13%
10 years............................... 3% 10% 33% 24% 28% 2%
20 years............................... 0% 6% 31% 53% 10% 0%
</TABLE>
------------
Used with permission. (C)2000 Ibbotson Associates, Inc. All rights reserved.
[Certain portions of this work were derived from copyrighted works of Roger G.
Ibbotson and Rex Sinquefield.]
A-71
<PAGE> 75
APPENDIX D
USES OF LIFE INSURANCE
These are examples of ways the Policy can be used to address certain
financial objectives.
FAMILY INCOME PROTECTION
You may purchase life insurance on the lives of family income earners to
provide a death benefit to cover final expenses, and continue current family
income. The amount of insurance you purchase should be an amount which will
provide a death benefit that, when invested outside the policy at a reasonable
interest rate, will generate enough money to replace the individual's income.
ESTATE PROTECTION
A trust may purchase life insurance on the life of the person whose estate
will incur federal estate taxes upon the person's death. The amount of insurance
purchased should equal the amount of the estimated estate tax liability. On the
insured's death, the trustee makes the death proceeds available to the estate
for the payment of estate tax costs.
EDUCATION FUNDING
You may purchase life insurance on the life of the parent(s) or primary
person funding an education. The amount of insurance you purchase should equal
the total education cost projected at a reasonable inflation rate.
In the event of death, the guaranteed death benefit is available to help pay
the education costs. If the insured lives through the education years, cash
value may be accessed to meet education costs. Loans or surrenders reduce the
Policy's death benefit.
MORTGAGE PROTECTION
You may purchase life insurance on the life of the person responsible for
making mortgage payments. The amount of insurance you purchase should equal the
mortgage amount. In the event of the insured's death, the guaranteed death
benefit can be used to pay the mortgage balance.
During the insured's lifetime, cash value may be accessed late in the
mortgage term to help make the remaining mortgage payments. Loans or surrenders
reduce the Policy's death benefit.
KEY PERSON PROTECTION
A business may purchase life insurance on the life of a key person in an
amount equal to the key person's value, considering salary, benefits, and
contribution to the business. On the key person's death, the business uses the
death benefit to ease the interruption of business operations and/or to provide
a replacement fund for hiring a new executive.
BUSINESS CONTINUATION PROTECTION
You can insure each business owner in an amount equal to the value of each
owner's business interest. In the event of death, the guaranteed death benefit
provides funds for the purchase of the deceased's business interest by the
business, or surviving owners, from the deceased owner's heirs.
RETIREMENT INCOME
You may purchase life insurance on the life of a family income earner during
his or her working life. If the insured lives to retirement, cash value may be
accessed to provide retirement payments. In the event of the insured's death,
the proceeds may be used to provide retirement income to his or her spouse.
Loans or surrenders reduce the Policy's death benefit.
Because the Policy provides a death benefit and cash value accumulation, you
can use the Policy for various individual and business planning purposes. If you
purchase the Policy for such purposes, you assume certain risks, particularly if
the Policy's cash value, as opposed to its death benefit, will be the principal
Policy feature used for such planning purposes. If the investment performance of
the Sub-Accounts to which cash value is allocated is poorer than expected, or if
you don't pay sufficient premiums or maintain cash values, the Policy may lapse
or may not accumulate sufficient cash value or net cash value to fund the
purpose for which you purchased the Policy. Because the Policy is designed to
provide benefits on a long-term basis, before purchasing a Policy for a
specialized purpose, you should consider whether the long-term nature of the
Policy is consistent with your goals. If you wish to access your Policy's cash
value, through loans, surrenders or withdrawals, you should consult your tax
advisor about possible tax consequences. (See "Tax Considerations".)
A-72
<PAGE> 76
APPENDIX E
TAX INFORMATION
The Office of Tax Analysis of the U.S. Department of the Treasury published
a "Report to the Congress on the Taxation of Life Insurance Company Products" in
March 1990. Page 4 of this report is Table 1.1, a "Comparison of Tax Treatment
of Life Insurance Products and Other Retirement Savings Plans". Because it is a
convenient summary of the relevant tax characteristics of these products and
plans, we have reprinted it here, and added footnotes to reflect exceptions to
the general rules.
------------------------
TABLE 1.1
COMPARISON OF TAX TREATMENT OF LIFE INSURANCE PRODUCTS AND OTHER RETIREMENT
SAVINGS PLANS
<TABLE>
<CAPTION>
CASH-VALUE
LIFE NON-QUALIFIED QUALIFIED
INSURANCE ANNUITIES IRA'S PENSION
---------- ------------- ----- ---------
<S> <C> <C> <C> <C>
Annual Contribution Limits No No Yes Yes
Income Eligibility Limits No No Yes** No
Borrowing Treated as
Distributions No* Yes Loans not allowed Yes, beyond $50,000
Income Ordering Rules (Income
included in First
Distribution) No* Yes Yes Yes
Early Withdrawal Penalties No* Yes*** Yes*** Yes***
Minimum Distribution Rules by
Age 70 1/2 No No Yes Yes
Maximum Annual Distribution
Rules No No Yes Yes
Anti-discrimination Rules No No No Yes
</TABLE>
------------
Department of the Treasury March 1990
Office of Tax Analysis
* If the Policy is not a modified endowment contract.
** If amounts paid in to fund the IRA are deductible; once over the income
eligibility limits amounts paid into an IRA are permitted but not
deductible.
*** There are several exceptions to the application of the early withdrawal
penalties for annuities, IRAs and qualified pensions.
This appendix is not tax advice. You should consult with your own tax advisor
for more complete information.
A-73
<PAGE> 77
APPENDIX F
TAX LAW AND THE DEATH BENEFIT
In order to meet the Internal Revenue Code's definition of life insurance,
the Policies provide that the death benefit will not be less than a percentage
of the Policy's cash value. These percentages are set forth below.
<TABLE>
<CAPTION>
AGE OF INSURED AGE OF INSURED AT
AT START OF THE PERCENTAGE OF START OF THE PERCENTAGE OF
POLICY YEAR CASH VALUE* POLICY YEAR CASH VALUE*
--------------- ------------- ----------------- -------------
<S> <C> <C> <C>
0 through 40 250 61 128
41 243 62 126
42 236 63 124
43 229 64 122
44 222 65 120
45 215 66 119
46 209 67 118
47 203 68 117
48 197 69 116
49 191 70 115
50 185 71 113
51 178 72 111
52 171 73 109
53 164 74 107
54 157 75 through 90 105
55 150 91 104
56 146 92 103
57 142 93 102
58 138 94 through 99 101
59 134 100 100
60 130
</TABLE>
------------
* including the pro rata portion of any Monthly Deduction made for a period
beyond the date of death.
A-74
<PAGE> 78
NEW ENGLAND LIFE INSURANCE COMPANY
501 BOYLSTON STREET
BOSTON, MA 02116
RECEIPT
This is to acknowledge receipt of a Zenith Flexible Life Prospectus dated
, 2000. This Variable Life Policy is offered by New England Life
Insurance Company.
<TABLE>
<S> <C>
----------------------------------------------------- -----------------------------------------------------
(Date) (Client's Signature)
</TABLE>
<PAGE> 79
Part II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
Section 9 of NELICO's By-Laws provides that NELICO shall, to the extent
legally permissible, indemnify its directors and officers against liabilities
and expenses relating to lawsuits and proceedings based on such persons' roles
as directors or officers. However, Section 9 further provides that no such
indemnification shall be made with respect to any matter as to which a director
or officer is adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation. Section 9
also provides that in the event a matter is disposed of by a settlement payment
by a director or officer, indemnification will be provided only if the
settlement is approved as in the best interest of the corporation by (a) a
disinterested majority of the directors then in office, (b) a majority of the
disinterested directors then in office, or (c) the holders of a majority of
outstanding voting stock (exclusive of any stock owned by any interested
director or officer).
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
NELICO pursuant to the foregoing provisions, or otherwise, NELICO has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification may be against public policy as expressed in the Act and may be,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by NELICO of expenses incurred or paid by a
director, officer, or controlling person of NELICO 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, NELICO
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.
II - 1
<PAGE> 80
REPRESENTATIONS
New England Life Insurance Company hereby represents that the fees and
charges deducted under the flexible premium adjustable variable life insurance
policies described in this registration statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by New England Life Insurance Company.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and
documents:
The facing sheet.
A reconciliation and tie-in of the information shown in the prospectus
with the items of Form N-8B-2.
The prospectus consisting of 74 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484(b) under the Securities Act of
1933.
Representations.
The signatures.
Written consents of the following persons:
H. James Wilson, Esq. (see Exhibit 3(i) below)
James J. Reilly, Jr., F.S.A., M.A.A.A.
(see Exhibit 3(ii) below)(to be filed by amendment)
Sutherland Asbill & Brennan LLP (see Exhibit 6 below) (to be
filed by amendment)
Independent Auditor (see Exhibit 11 below)(to be filed by
amendment)
The following exhibits:
1.A.(1) January 31, 1983 resolution of the Board of
Directors of NEVLICO **
(2) None
(3) (a) Distribution Agreement between NEVLICO and NELESCO ***
(b)(i) Form of Contract between NELICO and its General
Agents **
II - 2
<PAGE> 81
(ii) Form of contract between NELICO and its Agents ***
(c) Commission Schedule for Policies
(d) Form of contract among NES, NELICO and other broker
dealers *
(4) None
(5) (a) Specimen of Policy +
(b) Additional Specimen of Policy
(c) Riders and Endorsements +
(d) Temporary Term Rider +++
(e) Exclusion from Benefits Riders @
(f) Endorsement- Unisex rates **
(g) Extended Maturity Rider @@
(h) Additional Extended Maturity Endorsement, Level term
Rider and Change Endorsement
(6) (a) Amended and restated Articles of Organization of
NELICO ##
(b) Amended and restated By-Laws of NELICO *
(c) Amendments to Amended and restated Articles of
Organization ++++
(7) None
(8) None
(9) None
(10) (a) Specimens of Application for Policy +
(b) Additional Application for Policy +++
2. See Exhibit 3(i)
3.(i) Opinion and Consent of H. James Wilson, Esquire #
(ii) Opinion and Consent of James J. Reilly, Jr., F.S.A.,
M.A.A.A. (to be filed by amendment)
4. None
5. Inapplicable
6. Consent of Sutherland Asbill & Brennan LLP
(to be filed by amendment)
7.(i) Powers of Attorney ##
(ii) Powers of Attorney of James M. Benson, Robert H.
Benmosche and Catherine A. Rein++
(iii) Power of Attorney for David Rogers @@@
8. Notice of Withdrawal Right for Policies #
9. Inapplicable
10. Inapplicable
11. Consent of Independent Auditors (to be filed by
amendment)
12. Schedule for computation of performance quotations ***
13.(i) Consolidated memorandum describing certain procedures,
filed pursuant to Rule
6e-2(b)(12)(ii)and Rule 6e-3(T)(b)(12)(iii) ***
II - 3
<PAGE> 82
(ii) Second Addendum to Consolidated Memorandum +++++
14.(i) Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation and
New England Variable Life Insurance Company ***
(ii) Amendment No. 1 to Participation Agreement among
Variable Insurance Products Fund, Fidelity
Distributors Corporation and New England Variable
Life Insurance Company #
(iii) Participation Agreement among Variable Insurance
Products Fund II, Fidelity Distributors Corporation
and New England Variable Life Insurance Company #
(iv) Form of Participation Agreement among Metropolitan
Series Fund, Inc., Metropolitan Life Insurance
Company and New England Life Insurance Company @@@@
# Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed June 22, 1995.
## Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No. 333-21767, filed February 13, 1997.
* Incorporated herein by reference to the Pre-effective Amendment No. 1
to the Variable Account's Form S-6 Registration Statement, File No.
333-21767, filed July 16, 1997.
** Incorporated herein by reference to Post-Effective Amendment No. 9 to
the Variable Account's Form S-6 Registration Statement, File No.
33-66864, filed February 25, 1998.
*** Incorporated herein by reference to Post-Effective Amendment No. 9 to
the Variable Account's Form S-6 Registration Statement, File No.
33-52050, filed April 24, 1998.
+ Incorporated herein by reference to Post-Effective Amendment No. 3 to
the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed April 24, 1998.
II - 4
<PAGE> 83
++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Variable Account's Form S-6 Registration Statement, File No.
333-46401, filed July 9, 1998.
+++ Incorporated herein by reference to Post-Effective Amendment No. 4 to
the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed January 20, 1999.
++++ Incorporated herein by reference to the Post-Effective Amendment No.4
to the Variable Account's Form S-6 Registration Statement, File No.
33-65263, filed February 24, 1999.
+++++ Incorporated herein by reference to the Post-Effective Amendment No.10
to the Variable Account's Form S-6 Registration Statement, File No.
33-52050, filed April 26, 1999.
@ Incorporated herein by reference to the Post-Effective Amendment No.6
to the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed April 27, 1999.
@@ Incorporated herein by reference to the Post-Effective Amendment No.7
to the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed February 29, 2000.
@@@ Incorporated herein by reference to Post-Effective Amendment No. 11 to
the Variable Account's Form S-6 Registration Statement, File No.
33-52050, filed April 26, 2000.
@@@@ Incorporated herein by reference to Post-Effective Amendment No. 26 to
the Metropolitan Series Fund, Inc. Registration Statement on Form N-1A
(File No. 2-80751) filed April 6, 2000.
II - 5
<PAGE> 84
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, New England Variable Life Separate Account, has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Boston, and the Commonwealth of Massachusetts, on
the 18th day of August, 2000.
New England Variable Life Separate
Account
(Registrant)
By: New England Life Insurance
Company
(Depositor)
By: /s/ David W. Allen
------------------------------
David W. Allen
Senior Vice President
Attest:
/s/ Michele H. Abate
-------------------------
Michele H. Abate
<PAGE> 85
Pursuant to the requirements of the Securities Act of 1933, New England
Life Insurance Company has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city of
Boston, and the Commonwealth of Massachusetts, on the 18th day of August, 2000.
New England Life Insurance Company
(Seal)
Attest: /s/Michele H. Abate By: /s/ David W. Allen
------------------- ------------------
Michele H. Abate David W. Allen
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on August 18, 2000.
* Chairman, President and
----------------------- Chief Executive Officer
James M. Benson
* Director
-----------------------
Robert H. Benmosche
* Director
-----------------------
Susan C. Crampton
* Director
-----------------------
Edward A. Fox
* Director
-----------------------
George J. Goodman
* Director
-----------------------
Evelyn E. Handler
* Director
-----------------------
Philip K. Howard, Esq.
* Director
-----------------------
Bernard A. Leventhal
* Director
-----------------------
Thomas J. May
* Director
-----------------------
Stewart G. Nagler
* Director
-----------------------
Catherine A. Rein
<PAGE> 86
* Executive Vice President,
----------------------- Chief Financial Officer
David Y. Rogers and Chief Accounting
Officer
* Director
-----------------------
Rand N. Stowell
By: /s/ Marie C. Swift
---------------------
Marie C. Swift, Esq.
Attorney-in-fact
* Executed by Marie C. Swift, Esquire on behalf of those indicated
pursuant to powers of attorney filed with the Variable Account's Form
S-6 Registration Statement, File No. 333-21767, on February 13, 1997,
Pre-Effective Amendment No. 1 to the Variable Account's Form S-6
Registration Statement, File No. 333-46401, on July 9, 1998,
Post-Effective Amendment No. 4 to the Variable Account's Form S-6
Registration Statement, File No. 33-88082, on January 20, 1999 and
Post-Effective Amendment No. 11 to the Variable Account's Form S-6
Registration Statement, File No. 33-52050, on April 26, 2000.
<PAGE> 87
EXHIBIT LIST
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Title Numbered Page*
-------------- ----- --------------
<S> <C> <C> <C>
1.A.3(c) Commission Schedule
1.A.5(b) Additional Specimen of Policy
1.A.5(h) Additional Extended Maturity
Endorsement, Level term Rider
and Change Endorsement
</TABLE>
---------
* Page numbers inserted on manually-signed copy only.
