<PAGE>
File Nos. 333-30056
811-04092
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. ___ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 36
FIRST VARIABLE ANNUITY FUND E
(Exact Name of Registrant)
FIRST VARIABLE LIFE INSURANCE COMPANY
(Name of Depositor)
2122 York Road
Oak Brook, IL 60523
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's telephone number including area code: (630) 684-9200
Name and Address of Agent for Service
Jeffery K. Hoelzel
Vice President, General Counsel and Secretary
First Variable Life Insurance Company
2122 York Road
Oak Brook, IL 60523
Copies to:
Raymond A. O'Hara III, Esq.
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866
The Registrant hereby amends the Registration Statement and states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
Title of Securities Being Registered: Interests Under Variable Annuity
Contracts.
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this filing.
<PAGE>
FIRST VARIABLE ANNUITY FUND E
CROSS REFERENCE SHEET
(Pursuant to Rule 495(a))
Item No. in
Form N-4
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<CAPTION>
PART A Location
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Definitions DEFINITIONS
Item 3. Synopsis or Highlights HIGHLIGHTS
Item 4. Condensed Financial Information Not Applicable
Item 5. General Description of Registrant, FIRST VARIABLE LIFE INSURANCE COMPANY; THE SEPARATE
Depositor and Portfolio Companies ACCOUNT; SEPARATE ACCOUNT INVESTMENT OPTIONS; AIM
Variable Insurance Funds, Inc.; American Century
Variable Portfolios, Inc.; Deutsche Asset
Management VIT Funds; Federated Insurance Series;
Lord Abbett Series Fund, Inc.; MFS Variable
Insurance Trust; Seligman Portfolios, Inc.;
Templeton Variable Products Series Fund; Variable
Insurance Products Funds I, II and III; Variable
Investors Series Trust
Item 6. Deductions MORE ABOUT CHARGES AND DEDUCTIONS
Item 7. General Description of Variable THE CONTRACT; CONTRACT BENEFITS AND VALUES
Annuity Contracts
Item 8. Annuity Period Annuity Benefits
Item 9. Death Benefit THE CONTRACT; CONTRACT BENEFITS AND VALUES; Death
Benefits before the Annuity Date; Death Benefits
after the Annuity Date.
Item 10. Purchases and Contract Value HIGHLIGHTS; YOUR INVESTMENT OPTIONS; Purchase
Payments; Allocation of Purchase Payments; CONTRACT
BENEFITS AND VALUES
Item 11. Redemptions HIGHLIGHTS; YOUR INVESTMENT OPTIONS; THE CONTRACT;
CONTRACT BENEFITS AND VALUES; SURRENDER AND
WITHDRAWALS
Item 12. Taxes FEDERAL TAX MATTERS
Item 13. Legal Proceedings OTHER MATTERS; Financial Statements; Legal
Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Item No. Location
Form N-4
<S> <C> <C>
PART B
Item 14. Table of Contents of the Statement TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
of Additional Information INFORMATION
Item 15. Cover Page Cover Page
Item 16. Table of Contents TABLE OF CONTENTS
Item 17. General Information and History FIRST VARIABLE LIFE INSURANCE COMPANY
Item 18. Services Not Applicable
Item 19. Purchase of Securities Being Offered Not Applicable
Item 20. Underwriters DISTRIBUTOR; DISTRIBUTION AND OTHER AGREEMENTS
Item 21. Calculation of Performance Data YIELD CALCULATION FOR FIS PRIME MONEY FUND II
INVESTMENT OPTION; CALCULATION OF OTHER
PERFORMANCE INFORMATION
Item 22. Annuity Payments Annuity Benefits; ANNUITY PROVISIONS
Item 23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of this Registration Statement.
<PAGE>
Prospectus [Date]
CAPITAL RETRO BONUS VA
FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACTS
Issued by
FIRST VARIABLE LIFE INSURANCE COMPANY
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<CAPTION>
<S> <C> <C>
OUR MARKETING AND EXECUTIVE OFFICE: OUR VARIABLE SERVICE CENTER: OR, FOR EXPRESS DELIVERIES:
2122 York Road P.O. Box 1317 4200 University Avenue
Oak Brook, IL 60523 Des Moines, IA 50309 West Des Moines, IA 50266
Automated Information Line: (800) 845-0689
(800)-59-FUNDS
</TABLE>
The Contract described in this prospectus provides for the payment of monthly
annuity payments on a fixed or variable basis beginning on a preselected Annuity
Date. The Contract also permits you to accumulate Account Value until the
Annuity Date, based on the payments you make, the charges and expenses of the
Contract, and the investment results of your underlying investment options. You
have the flexibility to adjust the amount and frequency of payments, and may use
the Contract as a "Qualified Contract" in a tax-qualified retirement plan or as
a "Non-Qualified Contract" for other long-term savings and retirement purposes.
Expenses for a Contract with a Purchase Payment Credit may be higher than
expenses for a Contract without a Purchase Payment Credit. The amount of the
Purchase Payment Credit may be more than offset by any additional fees and/or
charges associated with the Purchase Payment Credit.
You may allocate your payments and your Contract's Account Value among twenty-
four different investment options, or to our Fixed Account. The investment
options are available through our segregated asset account called First Variable
Annuity Fund E (the "Separate Account"). The Separate Account invests in
selected portfolios of twelve mutual funds (the "Funds"). The portfolios
currently available under the Contract are:
<PAGE>
<TABLE>
<CAPTION>
MUTUAL FUND PORTFOLIO MUTUAL FUND PORTFOLIO
--------------------------------------------------------- ----------------------------------------------------------------
<S> <C> <C> <C>
AIM Variable . V.I. Capital Appreciation Segliman . Communications & Information
Insurance Funds, . V.I. Growth Portfolios, Inc.
Inc. ("AIM") ("SEL")
--------------------------------------------------------- ----------------------------------------------------------------
American Century . V.P. Value Templeton Variable . International Securities (Class
Variable Products Series Fund 2 shares)
Portfolios, Inc. ("TEM") . Growth Securities (Class 2
("ACS") shares)
--------------------------------------------------------- ----------------------------------------------------------------
Deutsche Asset . EAFE Index Variable Insurance . Equity-Income (service class 2
Management VIT . Equity 500 Index Products Fund shares)
Funds ("DAM") . Small Cap Index
---------------------------------------------------------
Federated . High Income Bond Fund II Variable Insurance . Growth Opportunities
Insurance Series . Prime Money Fund II Products Fund II (Service Class 2 shares)
("FIS")
---------------------------------------------------------
Lord Abbett Series . Growth & Income Variable Insurance . Contrafund - seeks growth with
Fund Inc. ("LA") Products Fund III income (Service Class 2 shares)
("FMR")
----------------------------------------------------------------
MFS Variable . Growth Series (Service Class Variable Investors . Small Cap Growth
Insurance Trust Shares) Series Trust ("VIST") . Multiple Strategies
("MFS") . Growth with Income Series Stocks, bonds & cash
(Service Class Shares) . Growth
. New Discovery Series - seeks . Growth & Income
capital appreciation (Service . Matrix Equity - sector weighted
Class shares) equities
. U.S. Government Bond
--------------------------------------------------------- ----------------------------------------------------------------
</TABLE>
This prospectus contains information you should know before investing.
Additional information about the Contract and Separate Account is in our
Statement of Additional Information (the "Statement"). For a free copy, please
write to our Variable Service Center or call the number shown above. The
Statement, dated _______________ has been filed with the Securities and Exchange
Commission and is incorporated into this prospectus by reference. The table of
contents of the Statement is on page __ of this prospectus.
The Contracts are not bank deposits; are not federally insured; are not endorsed
by any bank or government agency; and are not guaranteed and may be subject to
loss of principal.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
FUNDS. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION NOT CONTAINED IN THIS
PROSPECTUS (OR IN ANY SALES LITERATURE WE HAVE APPROVED.) WE DO NOT OFFER THE
CONTRACTS EVERYWHERE, AND THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER ANYWHERE
THAT IT WOULD BE UNLAWFUL. IN CERTAIN JURISDICTIONS, VARIOUS TIME PERIODS AND
OTHER TERMS AND CONDITIONS MAY VARY FROM WHAT IS DESCRIBED IN THIS PROSPECTUS.
ANY SUCH VARIATIONS THAT APPLY TO YOUR CONTRACT WILL BE INCLUDED IN THE CONTRACT
OR A RELATED RIDER OR ENDORSEMENT.
<PAGE>
TABLE OF CONTENTS
DEFINITIONS..........................................................
HIGHLIGHTS...........................................................
SUMMARY OF EXPENSES..................................................
FIRST VARIABLE LIFE INSURANCE COMPANY................................
THE SEPARATE ACCOUNT.................................................
YOUR INVESTMENT OPTIONS..............................................
The Available Options..............................................
Transfers Among Investment Options.................................
General Requirements..............................................
Automatic Transfer Programs......................................
Restrictions on Transfers.........................................
Automatic Transfer of Small Accounts..............................
Mixed and Shared Funding...........................................
MORE ABOUT CHARGES AND DEDUCTIONS....................................
Daily Deductions...................................................
Annual Deductions..................................................
Annual Contract Maintenance Charge.................................
Optional Additional Benefit Charges................................
Withdrawal Charge..................................................
Free Withdrawal Amount.............................................
Premium Taxes......................................................
Transfer Charge....................................................
Other Charges and Expenses..........................................
Fund Expenses......................................................
Income Taxes.......................................................
Special Service Fees...............................................
Elimination, Reduction or Refund of Charges and Deductions..........
Group and Sponsored Arrangements...................................
Gender-Neutral Policies............................................
Purpose of Contract Changes.........................................
THE CONTRACT.........................................................
Application and Issuance of a Contract..............................
Free Look Right.....................................................
Purchase Payments...................................................
General Requirements...............................................
Automatic Investment Plan..........................................
Termination of Small Accounts......................................
Allocation of Purchase Payments.....................................
General............................................................
Delayed Investment Allocation Date.................................
Telephone Transactions..............................................
CONTRACT BENEFITS AND VALUES.........................................
Determination of Account............................................
Purchase Payment Credits............................................
Death Benefits Before the Annuity Date..............................
Death of the Annuitant.............................................
Death of the Owner.................................................
BASIC DEATH BENEFIT..................................................
BONUS DEATH BENEFIT..................................................
Optional Death Benefit Riders........................................
BEST ANNIVERSARY VALUE DEATH BENEFIT.................................
EXTRA PROTECTOR DEATH BENEFIT........................................
ESTATE PROTECTOR DEATH BENEFIT.......................................
Surrender and Withdrawals..........................................
<PAGE>
Surrender..........................................................
Withdrawals........................................................
Systematic Withdrawals.............................................
Payment of Proceeds.................................................
Tax Withholding and Tax Penalties..................................
Annuity Benefits....................................................
General............................................................
Annuity Options....................................................
OPTION A. Life Annuity...........................................
OPTION B. Life Annuity with Periods Certain of 60,120,180
or 240 Months..................................................
OPTION C. Joint and Survivor Annuity.............................
OPTION D. Joint and Contingent Annuity...........................
OPTION E. Fixed Payments for a Period Certain....................
Form of Annuity Payments...........................................
Annuity Date.......................................................
Annuitization Bonus................................................
Calculation of Annuity Payments....................................
Death Benefits after the Annuity Date..............................
Guaranteed Minimum Income Payment Rider............................
Death Benefit after the Annuity Date................................
Death of the Annuitant.............................................
Death of the Owner.................................................
OTHER PROVISIONS OF THE CONTRACT.....................................
Misstatement of Age or Sex..........................................
Owner and Beneficiary...............................................
Beneficiary........................................................
Changes and Assignments............................................
Assignments.........................................................
Change of Annuitant Designation.....................................
Texas Optional Retirement Program...................................
Voting Rights.......................................................
Suspension of Payments or Transfers.................................
DISTRIBUTION AND OTHER AGREEMENTS....................................
FEDERAL TAX MATTERS..................................................
General.............................................................
Our Taxation........................................................
Income Tax Deferral on Increases in Account Value...................
Contracts Owned by Other than Natural Persons.......................
Diversification Requirements.......................................
Investment Control.................................................
Distributions from Non-Qualified Contracts ............
Penalty tax on Premature Distributions.............................
Annuity Payments...................................................
Death Benefits.....................................................
Multiple Contracts.................................................
Tax-Qualified Retirement Plans......................................
Traditional IRAs and Roth IRAs....................................
Corporate and Self-Employed ("H.R. 10" and "Keogh") Pension and
Profit Sharing Plans 403(b) Annuities..............................
Distributions from Qualified Contracts..............................
Roth IRAs..........................................................
Penalty tax on Pre-retirement Distributions........................
Tax-Sheltered Annuities- -Withdrawal Limitations...................
Federal Income Tax Withholding......................................
ADVERTISING PRACTICES................................................
FIS Prime Money Fund II Portfolio...................................
Other Portfolio.....................................................
<PAGE>
OTHER MATTERS ......................................................
Financial Statements................................................
Legal Proceedings...................................................
Transfers by the Company............................................
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.........
APPENDIX A. Accumulation Unit Data..................................
<PAGE>
DEFINITIONS
ACCOUNT VALUE - The value of a Contract during the Accumulation Period.
ACCUMULATION PERIOD - The time between the Contract Date and the Annuity Date.
ACCUMULATION UNIT - An accounting unit of measure used to calculate the Account
Value in a Separate Account Investment Option.
ANNUITANT - The natural person on whose life annuity payments are based.
ANNUITY DATE - The date on which annuity payments are scheduled to begin.
ANNUITY - A series of payments we make to the payee you select. "Fixed" annuity
payments are those where we guarantee the dollar amount of each payment.
"Variable" annuity payments are those where the dollar amount of each payment
may vary to reflect the investment experience of the applicable Separate Account
Investment Option.
BUSINESS DAY - Each day the New York Stock Exchange is open for regular trading.
The New York Stock Exchange is currently closed on weekends and on the following
holidays: New Year's Day, Martin Luther King, Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Each Business Day ends at the close of regular trading for the
day on the exchange, which usually is 4:00 p.m., Eastern Time.
CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
CONTRACT DATE - The date the Contract takes effect, as shown on the Owner's
Contract data page (as the Issue Date).
CONTRACT MONTH - Each one-month period beginning on the Contract Date and
generally on the same day of each month after that.
CONTRACT QUARTER - One quarter of a Contract Year. The first Contract Quarter
begins on the Contract Date and ends on the last Business Day of the third
Contract Month.
CONTRACT YEAR - One year from the Contract Date and from each Contract
Anniversary.
WITHDRAWAL VALUE - The value of a Contract available during the Accumulation
Period upon surrender or withdrawal. Withdrawal Value equals your Account Value
reduced by any applicable withdrawal charges, any taxes not previously deducted,
and by any annual deductions for the Contract Year.
HIGHLIGHTS
These highlights discuss certain important aspects of the Contract. The rest of
this prospectus explains these and other aspects in greater detail. Be sure to
read the prospectus and the prospectuses of the Funds for more complete
information.
HOW DO INVESTMENT RESULTS AFFECT A CONTRACT?
You invest purchase payments and the Account Value under your Contract in one or
more of the investment options we offer. Your Account Value increases or
decreases by the amount of any positive or negative return it earns in those
options. Your Account Value also will decrease by the amount of all charges and
deductions we make under your Contract.
Account Value invested in our Separate Account investment options is not
guaranteed, and you bear the entire investment risk under those options.
Account Value allocated to our Fixed Account, however, is provided with our
guarantees of principal and a minimum 3% rate of interest on an annual basis.
After the Annuity Date, the investment results of our Separate Account will
affect the dollar amount of variable annuity payments. If you select a fixed
annuity, we will guarantee the amount of each annuity payment.
HOW MUCH CAN I (OR MUST I) INVEST IN A CONTRACT?
<PAGE>
We generally require you to make a minimum initial purchase payment of $10,000
for Non-Qualified Contracts and $5,000 for Qualified Contracts. You may make
additional purchase payments after that, but each additional purchase payment
must be at least $200.
We reserve the right to decline any purchase payment and, unless we consent
otherwise, the maximum amount of all payments for a Contract cannot exceed $5
million.
WILL I HAVE ACCESS TO MY ACCOUNT VALUE?
You may take amounts from your Contract's Withdrawal Value at any time up to the
Annuity Date. You may surrender (i.e., cancel) your Contract at any time up to
the Annuity Date, and we will pay you the Withdrawal Value.
You may take a "free withdrawal amount" from your Account Value each year up to
the Annuity Date without the imposition of a Withdrawal Charge. The annual free
withdrawal amount is equal to 15% of your purchase payments.
On the Annuity Date, we will use your Account Value to determine the amount of
annuity payments that we will make. (We will use the Withdrawal Value instead of
the Account Value if annuity payments begin during the first 2 Contract Years.)
WHAT GENERAL INCOME TAX CONSEQUENCES WILL I HAVE FROM OWNING A CONTRACT?
A 10% percent federal income tax penalty may apply to the income portion of any
distribution that you take from a Non-Qualified Contract before you are age
59 1/2, with certain exceptions. Separate tax withdrawal penalties and
restrictions apply to a Qualified Contract.
This prospectus contains more information in the FEDERAL TAX MATTERS section,
including a discussion of owner control of the underlying investments in a
variable annuity contract and general information on the taxation of death
benefits.
WHAT ARE THE CHARGES AND DEDUCTIONS UNDER A CONTRACT?
We make the following charges and deductions:
Daily Deductions - composed of an administrative charge at an annual rate of
.15% of the daily net assets in each Separate Account Investment Option, and a
mortality and expense risk charge at an annual rate of 1.25% of the daily net
assets in each Separate Account Investment Option.
Annual Deductions - composed of a contract maintenance charge of $30 if your
Account Value is less than $100,000, and any charges for optional additional
benefit riders.
Withdrawal Charge - will be assessed from certain withdrawals from the Contract.
The Withdrawal Charge starts at 8.5% in the first year that a premium is in the
Contract and declines to 0% after nine years. It will also be deducted if the
Annuity Date is within the first 2 Contract Years.
Premium Taxes - no deductions are made for premium or other taxes payable to a
state or other governmental entity, unless imposed by the state where you
reside.
Fund Expenses - There are deductions and expenses paid out of the assets of the
Funds that are described in the accompanying prospectuses for the Funds.
Other Expenses - currently none, but we reserve the right to impose charges for
other taxes that may be payable and are attributable to the Contracts in the
future.
<PAGE>
SUMMARY OF EXPENSES
OWNER TRANSACTION EXPENSES
Sales Load on Purchase Payments NONE
Withdrawal Charge - as a percentage of purchase
payments if the Contract is surrendered or if you CHARGE
make a withdrawal:
Years since premium payment - 1 or less 8.5%
Years since premium payment - 2 8.5%
Years since premium payment - 3 8.5%
Years since premium payment - 4 7.5%
Years since premium payment - 5 6.5%
Years since premium payment - 6 5.5%
Years since premium payment - 7 4.5%
Years since premium payment - 8 3%
Years since premium payment - 9 2%
Years since premium payment -10 or more NONE
Transfer Fee - The Company currently does not $ 10
charge for processing transfers and guarantees
that the first 12 transfers in a Contract Year
will not be subject to a transfer charge. For
each subsequent transfer, the Company reserves
the right to assess a charge, guaranteed never to
exceed $10, to reimburse the Company for the
costs of processing the transfer.
ANNUAL CONTRACT MAINTENANCE CHARGE - waived for $ 30
Contracts with Account Value of $100,000 or more
at Contract Anniversary.
SEPARATE ACCOUNT EXPENSES - as a percentage of
average Account Value
Administrative Charge 0.15%
Mortality and Expense Risk Charge 1.25%
-----
Total Separate Account Annual Expenses 1.40%
An additional charge (which is calculated as a percentage of Account Value)
will apply if you elect one or more of the optional death benefit riders
or guaranteed minimum income payment rider.
For more information, refer to "Optional Additional Benefit Charges."
<PAGE>
<TABLE>
<CAPTION>
ANNUAL FUND EXPENSES AFTER EXPENSE REIMBURSEMENTS
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Management 12b-1
Mutual Fund Portfolio Fees Fees Other Operating Expenses Total Expenses*
--------------------- ----------- ------- ------------------------ ---------------
<S> <C> <C> <C> <C>
AIM V.I. Capital Appreciation 0.62% - 0.11% 0.73%
AIM V.I. Growth 0.63% - 0.10% 0.73%
ACS V.P. Value 1.00% - 0.00% 1.00%
DAM EAFE Index 0.45% - 0.20% 0.65%
DAM Small Cap Index 0.35% - 0.10% 0.45%
DAM Equity 500 Index 0.20% - 0.10% 0.30%
FIS High Income Bond Fund II 0.60% - 0.19% 0.79%
FIS Prime Money Fund II 0.50% - 0.23% 0.73%
FMR Contrafund (Service Class 2) 0.58% 0.25% 0.12% 0.95%
FMR Equity-Income (Service Class 2) 0.48% 0.25% 0.10% 0.83%
FMR Growth Opportunities (Service Class 2) 0.58% 0.25% 0.13% 0.96%
LA Growth & Income 0.50% - 0.37% 0.87%
MFS New Discovery Series (Service Class
Shares) 0.90% 0.20% 0.17% 1.27%
MFS Growth Series (Service Class Shares) 0.75% 0.20% 0.16% 1.11%
MFS Growth with Income Series (Service Class
Shares) 0.75% 0.20% 0.13% 1.08%
SEL Communication & Information 0.75% 0.25% 0.11% 1.11%
TEM Growth Securities (Class 2 shares) 0.83% 0.25% 0.05% 1.13%
TEM International (Class 2 shares) 0.69% 0.25% 0.19% 1.13%
VIST Small Cap Growth 0.85% - 0.50% 1.35%
VIST Growth 0.70% - 0.32% 1.02%
VIST Matrix Equity 0.65% - 0.50% 1.15%
VIST Growth & Income 0.75% - 0.50% 1.25%
VIST Multiple Strategies 0.70% - 0.40% 1.10%
VIST U.S. Government Bond 0.60% - 0.25% 0.85%
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</TABLE>
* "Total Expenses" for the Portfolios before reimbursement by the relevant
Fund's investment advisor, for the period ended December 31, 1999, were as
follows: 2.69% for the MFS New Discovery Series Portfolio; 1.66% for the MFS
Growth Series Portfolio; 1.15% for the DAM EAFE Index Portfolio, 1.18% for the
DAM Small Cap Index Portfolio; 0.43% for the DAM Equity 500 Index Portfolio;
1.68% for the VIST Small Cap Growth Portfolio; 1.27% for the VIST Matrix Equity
Portfolio;1.26% for the VIST Growth & Income Portfolio; and 1.39% for the VIST
U.S. Government Bond Portfolio of average daily net assets.
The purpose of this Table is to assist you in understanding the various costs
and expenses that you will bear directly and indirectly. The Table reflects
charges and expenses of the Separate Account as well as the Funds. For
additional information, see "MORE ABOUT CHARGES AND DEDUCTIONS" on page __ and
the Funds prospectuses which accompany this prospectus.
<PAGE>
EXPENSE EXAMPLES ON A HYPOTHETICAL $1,000 INVESTMENT IN THE CONTRACT, ASSUMING
5% ANNUAL RATE OF RETURN, IN EXISTING INVESTMENT OPTIONS:
SEPARATE ACCOUNT
<TABLE>
<CAPTION>
If you surrender your Contract or if the Annuity Date
is within the first 2 Contract Years If you do not surrender your Contract
-------------------------------------------------------------------------------------------
Mutual Fund Portfolio 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FIS Prime Money Fund II $ 95 $143 $177 $261 $23 $71 $122 $261
-------------------------------------------------------------------------------------------------------------------------------
VIST Small Cap Growth $102 $163 $209 $325 $30 $91 $154 $325
-------------------------------------------------------------------------------------------------------------------------------
VIST Growth $ 98 $153 $192 $291 $26 $80 $137 $291
-------------------------------------------------------------------------------------------------------------------------------
VIST Matrix Equity $100 $157 $199 $305 $28 $84 $144 $305
-------------------------------------------------------------------------------------------------------------------------------
VIST Growth & Income $101 $160 $204 $315 $29 $88 $149 $315
-------------------------------------------------------------------------------------------------------------------------------
VIST Multiple Strategies $100 $157 $199 $305 $28 $84 $144 $305
-------------------------------------------------------------------------------------------------------------------------------
VIST U.S. Government Bond $ 97 $147 $183 $274 $24 $75 $128 $274
-------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation $ 95 $143 $177 $261 $23 $71 $122 $261
-------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth $ 95 $143 $177 $261 $23 $71 $122 $261
-------------------------------------------------------------------------------------------------------------------------------
ACS V.P. Value $ 98 $152 $191 $289 $26 $80 $136 $289
-------------------------------------------------------------------------------------------------------------------------------
DAM Equity 500 Index $ 91 $130 $154 $214 $19 $58 $ 99 $214
-------------------------------------------------------------------------------------------------------------------------------
DAM Small Cap Index $ 92 $135 $162 $231 $20 $62 $107 $231
-------------------------------------------------------------------------------------------------------------------------------
TEM International (Class 2 shares) $100 $156 $198 $303 $27 $84 $ 43 $303
-------------------------------------------------------------------------------------------------------------------------------
LA Growth & Income $ 97 $148 $185 $276 $25 $76 $129 $276
-------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series $102 $164 - - $30 $91 - -
(Service Class shares)
-------------------------------------------------------------------------------------------------------------------------------
MFS Growth Series $100 $159 - - $28 $86 - -
(Service Class shares)
-------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series $100 $158 - - $28 $85 - -
(Service Class shares)
-------------------------------------------------------------------------------------------------------------------------------
SEL Communications & Information $100 $159 - - $28 $86 - -
-------------------------------------------------------------------------------------------------------------------------------
FMR Contrafund $ 99 $154 - - $26 $81 - -
(Service Class 2)
-------------------------------------------------------------------------------------------------------------------------------
FMR Equity - Income $ 97 $150 - - $25 $77 - -
(Service Class 2)
-------------------------------------------------------------------------------------------------------------------------------
FMR Growth Opportunities $ 99 $154 - - $27 $82 - -
(Service Class 2)
-------------------------------------------------------------------------------------------------------------------------------
TEM Growth Securities $101 $159 - - $28 $87 - -
(Class 2 shares)
-------------------------------------------------------------------------------------------------------------------------------
DAM EAFE Index $ 97 $148 - - $25 $76 - -
-------------------------------------------------------------------------------------------------------------------------------
FIS High Income Bond Fund II $ 96 $144 - - $23 $72 - -
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Do not consider the examples a representation of past or future expenses.
Actual expenses may be greater or less than those shown. For example, the
examples do not reflect premium tax charges or any optional benefit riders. The
impact of the 15% free withdrawal amount is also not reflected because it is
not available on a full surrender of a Contract.
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
We are a stock life insurance company that was organized under Arkansas law in
1968. We engage principally in the business of variable life insurance,
variable annuities, and fixed annuities. We hold licenses to sell insurance in
49 states, the District of Columbia and the U.S. Virgin Islands. ILona
Financial Group, Inc. ("ILona"), formerly known as Irish Life of North America,
Inc., owns all of our outstanding stock, and Irish Life & Permanent plc.
("Irish Life & Permanent"), in turn, owns all of ILoNA. Irish Life & Permanent
is a leading life and financial services group in Ireland with total assets of
over $27 billion at May 1, 2000.
We have an A (Excellent) rating from A.M. Best Company, an independent firm that
analyzes insurance carriers. We also have an A+ rating from Standard and Poor's
and an AA- rating from Duff & Phelps Credit Rating Co. on claims paying ability.
These ratings only reflect the opinion of the rating company on our relative
financial strength, and on our ability to satisfy our obligations under the
Policies. The ratings do not reflect the investment performance of the Separate
Account, or the degree of risk associated with an investment in the Separate
Account.
THE SEPARATE ACCOUNT
We authorized the establishment of First Variable Annuity Fund E (the "Separate
Account) under Arkansas law on December 4, 1979; and we have registered the
Separate Account with the Securities and Exchange Commission ("SEC") as a unit
investment trust-type investment company.
The Separate Account's assets belong to us. However, our other creditors could
reach only the amount (if any) in the Separate Account that exceeds the current
value of our obligations to policyholders who have chosen a Separate Account
Investment Option. All the income, gains and losses (realized or unrealized)
resulting from these assets are credited to or charged against the Contracts and
not against any other contracts we may issue.
The Separate Account has several different investment options within it
("Separate Account Investment Options"). We invest the assets allocated to each
investment option in one Portfolio of a Fund.
We may add other investment options to the Contracts that, in turn, may be
invested in other Portfolios of a Fund, or in portfolios of other mutual funds.
We may restrict these other investment options to customers of specified
distributors.
YOUR INVESTMENT OPTIONS
THE AVAILABLE OPTIONS
You may allocate your premium payments and existing Account Value to one or more
of our Separate Account Investment Options and/or to our Fixed Account. The
currently available Portfolios for our Separate Account Investment Options are
listed on the cover page of this prospectus. More information, including a
discussion of potential risks, appears in the current prospectuses for the
Funds, which accompany this prospectus. (The prospectuses for the Funds may
also describe other portfolios that are not available under a Contract.) You
should read this prospectus and the prospectuses for the Funds carefully before
investing in any Separate Account Investment Option.
The investment objectives and policies of certain Separate Account investment
options are similar to the investment objectives and policies of other mutual
funds that the investment advisers manage. Although the objectives and policies
may be similar, the investment results of the Separate Account investment
options may be higher or lower than the results of other such mutual funds. The
investment advisers cannot guarantee, and make no representation, that the
investment results of similar funds will be comparable even though the funds
have the same advisers.
We may enter into certain arrangements under which we are reimbursed by the
Portfolios' advisors, distributors and/or affiliates for the administrative
services which we provide to the Portfolios.
We do not guarantee that continued purchase of Portfolio shares will remain
appropriate in view of the purposes of the Separate Account. If shares of a
Portfolio are no longer available for investment by the Separate Account or if,
in our judgment, further investment in the shares should become inappropriate or
inadvisable in view of the purpose of the Contracts, we may limit further
purchase of the shares or substitute shares of another portfolio or investment
vehicle for shares already purchased or to be purchased in the future. We also
may, in
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our discretion, remove Portfolios for transfers or new investments. No
substitution of securities may take place without prior approval of the SEC, to
the extent required, and in compliance with requirements the SEC may impose.
We may also combine Separate Account Investment Options or operate them in any
form permitted by law, including a form that allows them to make direct
investments.
This prospectus generally describes only the Contract and Separate Account
investment options. Because of certain exemptions, interests in our Fixed
Account are not registered under the securities laws, nor have we registered the
Fixed Account as an investment company. Accordingly, the protections of the
federal securities laws do not apply to our Fixed Account. We will credit your
Account Values in the Fixed Account with at least a minimum effective rate of
interest per year. We may credit additional amounts of "current" interest in
our sole discretion. New purchase payments and transfers from the Separate
Account to the Fixed Account may each receive different current interest rate(s)
than the current interest rate(s) credited to Account Value that has been
previously invested in the Fixed Account. We determine current interest rates
in advance, and credit interest daily to your Account Value in the Fixed
Account.
TRANSFERS AMONG INVESTMENT OPTIONS
General Requirements. You may transfer Account Value among investment options
by written request or telephone. The minimum amount you may transfer is the
lesser of (a) $1,000 or (b) your entire interest in the applicable investment
option. You should mail, fax or express written transfer requests to our
Variable Service Center shown on the front cover of this prospectus. You can
also request a transfer by phoning 1-800-845-0689.
Transfer requests must clearly specify the amount to be transferred and the
investment options affected. All transfer requests made at the same time for
Separate Account investment options will be treated as a single request. The
transfer will be effective at the prices we next compute after we receive the
transfer request at our Variable Service Center.
Prior to the Annuity Date, Contract Value to be transferred is subject to the
following: Unless we consent, transfers from the Fixed Account to other
investment options during the first Contract Year cannot total more than 25% of
the Fixed Account Value on the Contract Date.
After the first Contract Year, your transfers from the Fixed Account during the
Accumulation Period may not exceed the greater of:
. 25% of your Account Value in the Fixed Account as of the immediately
preceding Contract Anniversary; or
. 100% of your Account Value in the Fixed Account that you transferred to other
investment options during the immediately preceding Contract Year.
After the Annuity Date, you may make a transfer once each Contract Year, subject
to certain procedures outlined in the Contract:
. from one or more Separate Account investment options to other Separate
Account Investment Options; or
. to the Fixed Account.
No transfers are permitted from the Fixed Account to the Separate Account once
annuity payments begin.
Automatic Transfer Programs - You can participate in automatic transfer
arrangements, including dollar cost averaging and asset rebalancing programs.
You initiate these programs by making a written or telephone request to our
Variable Service Center shown on the front cover of this prospectus. We make
the automatic transfers on the last business day of whichever of the following
intervals you request: quarterly, semi-annually, annually, monthly (for dollar
cost averaging only), or at any other interval that we approve. You may request
us to cease automatic transfers at any time.
Automatic transfers from the Fixed Account are subject to the restrictions
described above in General Requirements (except that, for dollar cost averaging
only, you can transfer up to 100% of your Account Value in the Fixed Account
within one Contract Year if you have selected the monthly interval.) We
currently do not charge you for an automatic transaction program, although we
reserve the right to do so in the future.
The dollar cost averaging program permits transfers from the FIS Prime Money
Fund II investment option or the Fixed Account to other Separate Account
investment options on a regularly scheduled basis. Such systematic transfers may
prevent investing too much when the price of securities is high or too little
when the price is low. There is no guarantee of this, however.
Also, since systematic transfers, such as dollar cost averaging, involve
continuous investment regardless of fluctuating price levels, you should
consider your ability to continue purchases through all phases of the market
cycle.
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The minimum amount, for each dollar cost averaging transfer, is $100. You must
have $1,200 of Account Value in the FIS Prime Money Fund II investment option or
the Fixed Account, as applicable, before a "dollar cost averaging" program may
begin. Transfers from the Fixed Account are also subject to the restrictions
above, except that 100% of amounts in the Fixed Account may be systematically
transferred before the Annuity Date if transfers are made monthly for a one-year
period.
The asset rebalancing program enables you to select the percentage levels of
Account Value you wish to maintain in particular investment options. At the
intervals you select, we will automatically rebalance your Account Value to
maintain the indicated percentages by transfers among the investment options.
You must include all of your Account Value allocated to the Separate Account
investment options in any asset rebalancing program.
Other investment programs, such as systematic transfers and systematic
withdrawals, or other transfers or withdrawals may not work well in concert with
the asset rebalancing program. Therefore, you should monitor your use of these
programs while the asset rebalancing program is being used. Currently, dollar
cost averaging and automatic account rebalancing may not be in effect
simultaneously.
We currently do not charge for enrolling in these programs, but we reserve the
right to do so.
Restrictions on Transfers. Generally, you may make an unlimited number of
transfers in any Contract Year. Frequent requests to transfer, however, may have
a detrimental effect on the value of Portfolio shares held in the Separate
Account. We may therefore limit the number of permitted transfers in any
Contract Year, or refuse to honor any transfer request for an owner or a group
of owners, if:
. the purchase of shares of one or more of the Portfolios is to be restricted
because of excessive trading ; or
. if a specific transfer or group of transfers is deemed to have a detrimental
effect on Account Value or Portfolio share prices.
We may also at any time suspend or cancel acceptance of third party transfer
requests on behalf of an Owner; or restrict the Investment Options that will be
available for such transfers. Notice will be provided to the third party in
advance of the restrictions. We will not impose any restrictions, however, if
we have received satisfactory evidence that:
. you, as Owner, have appointed the third party to act on your behalf for all
financial affairs; or
. a court of competent jurisdiction has appointed the third party to act on the
Owner's behalf.
We also reserve the right at any time and without prior notice to otherwise
modify, suspend or stop the transfer privileges.
Automatic Transfer of Small Accounts. We reserve the right, subject to any
applicable law, to transfer Account Value from any investment option if less
than $250, to the investment option with the greatest Account Value.
Mixed and Shared Funding
We buy shares of the Funds for the Separate Account in connection with the
Contracts, and for allocation to separate accounts funding variable annuity
policies and other variable life insurance policies issued by us. The Funds
offer shares to other insurance companies and to other separate accounts, either
affiliated or unaffiliated with us, for the same purpose. In the future, it may
conceivably become disadvantageous for variable life insurance separate accounts
and variable annuity separate accounts to invest in one or more of the
Portfolios simultaneously, if the interests of variable life insurance and
variable annuity policy owners differ. The boards of trustees of the Funds
intend to monitor events to identify any material irreconcilable conflicts that
may arise and to determine what action, if any, they or the insurance companies
should take in response.
MORE ABOUT CHARGES AND DEDUCTIONS
DAILY DEDUCTIONS
Each Business Day, we deduct an administrative charge and a mortality and
expense risk charge, both before and after the Annuity Date, that we calculate
as a percentage of your Contract's net assets in each Separate Account
investment option. The annual rate for the administrative charge is 0.15%, and
the annual rate for the mortality and expense risk charge is 1.25%.
ANNUAL DEDUCTIONS
At the end of each Contract Year, we make an annual deduction from each
Contract's Account Value. We make the deduction from your Investment Options
in proportion to the amount of your Account Value in each (i.e., on a "pro-rata
basis") or by any other method you select and we approve.
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For example, we will permit you to have deductions first taken from one or more
pre-selected investment options. You may also request deductions to first be
taken from the Separate Account investment option that has had the best
investment performance over the prior Contract Month.
The annual deductions are generally taken on each Contract Anniversary, based on
your Account Value at that time. If your Annuity Date is not a Contract
Anniversary, however, we will calculate the annual deductions on the Annuity
Date. Similarly, if you surrender your Contract, or make a total withdrawal at
a time other than a Contract Anniversary, we will calculate the annual
deductions on the transaction date.
The annual deductions include the following charges:
Annual Contract Maintenance Charge. This charge is $30.00 per Contract Year for
each Contract Year during the Accumulation Period. We will waive this charge for
a Contract Year if your Account Value for that year is $100,000 or more.
Optional Additional Benefit Charges. We will deduct additional amounts if you
elected to add optional additional benefit riders to your Contract. Charges for
the riders will be separately stated in your Contract. The charges for currently
offered riders are: 0.15% of your Account Value for the Best Anniversary Value
Death Benefit Rider; 0.20% of your Account Value for the Extra Protector Death
Benefit Rider; 0.25% of your Account Value for the Guaranteed Minimum Income
Payment Rider and 0.20% to 0.60% of your Account Value for the Estate Protector
Death Benefit Rider. The charges for a rider are not taken for any Contract
Year that begins after:
. the date annuity payments begin and the rider terminates; or
. the date the rider otherwise terminates
WITHDRAWAL CHARGE
We may assess a withdrawal charge if you withdraw Account Value or surrender
your Contract within the first 9 years after a premium is received. We will
also impose the withdrawal charge on the Annuity Date if the Annuity Date is
within the first 2 Contract Years.
We determine the withdrawal charge by applying the percentages shown in the
Summary of Expenses table in the "Highlights" section of this prospectus to the
purchase payments we deem withdrawn or surrendered, or if the Annuity Date is
within the first 2 Contract years. Purchase payments are deemed withdrawn or
surrendered in the order in which they are made. We take withdrawal charges
from your investment options on a pro-rata basis, or by any other method you
select and we approve.
If the Account Value remaining in a Separate Account Investment Option after a
partial withdrawal is insufficient to cover the applicable withdrawal charge, we
will deduct the charge from the amount withdrawn.
Free Withdrawal Amount. We will not assess a withdrawal charge on a partial
withdrawal of Account Value until the amount withdrawn for that Contract Year
exceeds a "free withdrawal amount" equal to 15% of your purchase payments.
The free withdrawals do not reduce purchase payments for purposes of computing
the withdrawal charge. The unused portion of the "free withdrawal amount" for
one Contract Year does not carry over to the next Contract Year.
The free withdrawal amount is not available on a total withdrawal of Account
Value, a surrender of your Contract, or on withdrawal requests that would result
in less than $1,000 of remaining Account Value.
Waiver of Withdrawal Charge. We will waive the withdrawal charge:
. if any death benefits are paid; or
. if your Account Value is applied after the first 2 Contract Years to an
Annuity Option.
We also may waive the withdrawal charge (where permitted):
. if you or your spouse is diagnosed with a terminal illness (we may require
evidence of such illness, including an examination by a licensed physician of
our choice); or
. after the first Contract Year, if you or your spouse is confined in a
qualifying nursing home for 90 consecutive days immediately preceding the
Contract Anniversary.
To qualify for a waiver of charges based on confinement in a qualifying nursing
home, you or your spouse must never have been confined in a qualifying nursing
home at the time you apply for a Contract.
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The availability and requirements of the terminal illness and/or nursing home
waiver may vary from state to state. Your Contract will contain a complete
description of all requirements and charges for any terminal illness and nursing
home waiver.
PREMIUM TAXES
We will deduct premium taxes or other taxes payable to a state or other
governmental entity from your Contract. Some states assess premium taxes at the
time purchase payments are made; others assess premium taxes at the time annuity
payments begin. We currently intend to deduct premium taxes when incurred.
Premium taxes generally range from 0% to 4%.
TRANSFER CHARGE
The Company guarantees that the first 12 transfers in a Contract Year will be
free of a transfer charge, but reserves the right to assess a charge, guaranteed
never to exceed $10, for each subsequent transfer in a Contract Year to
reimburse it for the expense of processing transfers.
OTHER CHARGES AND EXPENSES
Fund Expenses. Our Separate Account purchases shares of the Portfolios of the
Funds at net asset value, which reflects investment management fees, other
operating expenses and any expense reimbursement paid by an investment adviser
to the applicable Portfolio. (See "Highlights - Fund Expenses.")
Income Taxes. While we currently do not reduce Account Value for federal income
taxes of the Separate Account, we reserve the right to do so, if we determine
that we will incur a tax because of the operation of the Separate Account. We
will deduct for any income taxes incurred as a result of the operation of the
Separate Account whether or not our possible reserve for taxes was sufficient.
We will deduct any withholding taxes required by applicable law when amounts are
distributed from a Contract.
Special Service Fees. We do not charge you for special services, such as
additional reports, dollar cost averaging, and asset rebalancing. Although we
do not currently intend to do so, we reserve the right to charge you for these
special services in the future.
ELIMINATION, REDUCTION OR REFUND OF CHARGES AND DEDUCTIONS
We may eliminate, reduce, or refund any charges and deductions on a Contract
when sales of Contracts are made to certain individuals or to group and
sponsored arrangements. We will do this when we expect savings of sales,
administration or other expenses, or a reduction in the level of risks we expect
to assume under the Contracts. (This prospectus describes such groups under
"Group and Sponsored Arrangements" below.) We determine any such adjustment to
charges and deductions after examination of relevant factors such as:
. the size and type of group, because large numbers of Contracts tend to lower
our per-Contract expenses;
. the total amount of premium payments to be received, because certain expenses
tend to be a smaller percentage of larger premium payments;
. any prior or existing relationship we have with the purchaser, because of the
likelihood of reduced marketing and implementation expenses;
. other circumstances, of which we are not presently aware, which could result
in reduced expenses; and
. after a Contract is issued, if we anticipate expenses for later Contract
Years that are lower than initially projected.
We also may eliminate, reduce or refund charges and deductions when we issue a
Contract to an officer, director, employee or agent of ours or any of our
affiliates. We do not, however, guarantee any adjustment in charges and
deductions, and any adjustment may vary by group.
All adjustments will be made under our uniform administrative rules then in
effect. In no event will adjustments to charges or deductions be permitted if
the adjustment would be unfairly discriminatory to any person.
Group and Sponsored Arrangements. Group arrangements include those in which a
trustee, employer, association or similar entity purchases individual Contracts
covering a group of individuals on a group basis. An example of such an
arrangement is a non-tax qualified deferred compensation plan. Sponsored
arrangements include those in which an employer, an association or similar
entity permits the Company to offer Contracts to its employees or members on an
individual basis.
<PAGE>
Gender-Neutral Policies. In 1983, the United States Supreme Court decided in
Arizona Governing Committee v. Norris that certain annuity contracts may not be
used to fund certain employee benefit programs where the contracts provided
values and benefits that varied with the gender of the participant. We may
therefore offer Contracts that do not vary by gender for use in connection with
certain employee benefit programs. We recommend that any employer proposing to
offer the Contracts to employees under a group or sponsored arrangement consult
its attorney before doing so.
We may also offer the Contract with provisions and charges that are gender
neutral in states where required, and where the "unisex" version of the Contract
has been approved. Currently, the State of Montana prohibits the use of
actuarial tables that distinguish between men and women in determining premiums
and annuity benefits.
PURPOSE OF CONTRACT CHARGES
We have designed the Contract charges to cover our direct and indirect costs of
selling, administering and providing benefits under the Contracts. Taken
together, these charges are also designed to compensate us for the risks we
assume. These include:
. mortality risks (such as the risk that Contract owners may, on average, die
before we expect, or Annuitants may, on average, live longer than we expect,
thereby increasing the amount of claims we must pay);
. investment risks (such as the risk that adverse investment performance will
make it more costly for us to provide the death benefits under the Contracts
or reduce the amount of our asset-based fee revenues below what we
anticipate);
. sales risks (such as the risk that we sell fewer Contracts and receive lower
net revenue than we expect, thereby depriving us of expected economies of
scale);
. regulatory risks (such as the risk that tax or other regulations may be
changed in ways adverse to issuers of annuity contracts); and
. expense risks (such as the risk that the costs of administrative services
that we must provide will exceed what we currently project).
If, as expected, the charges we collect from the Contracts exceed our total
costs concerning the Contracts, we earn a profit. Otherwise, we incur a loss.
We have set the current and maximum rates of certain of our charges with
reference to estimates of the amount of specific types of expenses or risks that
we will incur. In some cases, this prospectus identifies such expenses or risks
in the name of the charge: e.g., the administrative charge, contract maintenance
charge, and mortality and expense risk charge.
However, the fact that any charge bears the name of a particular expense or risk
does not mean the amount we collect from that charge will never be more than the
amount of such expense or risk. It also does not mean that we may not be
compensated for such expense or risk out of any other charges deducted under
terms of the Contracts.
THE CONTRACT
APPLICATION AND ISSUANCE OF A CONTRACT
If you wish to purchase a Contract, you must submit an application to our
Variable Service Center, together with the minimum required initial Purchase
Payment. You select:
. the Annuitant , Annuity Date, and Annuity Option;
. the investment options to which we will allocate your purchase payment;
. the Beneficiary who will receive death benefits under the Contract if you die
during the Accumulation Period; and
. any optional additional benefit riders.
We generally will not issue Contracts to owners and Annuitants older than age
85. We will review an application under our underwriting rules, and we may
request additional information or reject the application. We will not retain a
purchase payment for more than 5 business days while processing an incomplete
application unless the purchaser has authorized us to do so. If we decline an
application, we will refund any purchase payment made.
If you or the Annuitant is older than age 70 1/2, you should consult with a
qualified tax adviser on the impact of minimum distribution requirements under
your tax-qualified retirement plan before purchasing a Qualified Contract. Any
required annual minimum distribution amount should be withdrawn from your
existing tax qualified retirement plan before amounts are transferred to
purchase a Qualified Contract. (See "FEDERAL TAX MATTERS - Withdrawals from
Qualified Contracts.")
"Free Look Right." You have the right to review your Contract during an initial
inspection period specified in the Contract and, if dissatisfied, to return it
to us or to the agent through whom you purchased it. We will refund the Account
Value on a Contract returned during the permitted period less any Purchase
Payment Credits unless state law requires a different amount. You shall not
receive any
<PAGE>
Purchase Payment Credits (see "Purchase Payment Credits"). The "free look"
period is typically 10 days, but may be greater depending on state requirements.
PURCHASE PAYMENTS
General Requirements. Your initial purchase payment is due on the Contract Date
and is generally required to be at least $10,000 for Non-Qualified Contracts and
$5,000 for Qualified Contracts. Each subsequent purchase payment is generally
required to be $200. We reserve the right to decline any purchase payment, and,
unless we consent otherwise, the maximum permitted total for all your purchase
payments is $5 million.
Termination of Small Accounts. We reserve the right to cancel a Contract if
your Account Value falls below $1,000, and we have not received any purchase
payments during the current Contract Year and the preceding 2 Contract Years.
Before doing so, we will provide you with a 30-day period to make an additional
payment and increase your Account Value above the minimum amount. We will send
a notice of the need to make additional purchase payments to your last known
address.
ALLOCATION OF PURCHASE PAYMENTS
General. We allocate the purchase payments you make (after any deductions) to
the investment options you select. We use "Accumulation Units" to keep track of
your interest in any Separate Account investment option you select. We
determine the number of Accumulation Units credited to a Contract by dividing
the amount allocated to a Separate Account investment option by the value of the
applicable Accumulation Unit next determined after receipt of your purchase
payment. We calculate Accumulation Unit Values as of the end of each Business
Day. Purchase payments allocated to the Fixed Account are credited in dollars.
Purchase payments are generally allocated to the Separate Account or the Fixed
Account as of the later of the Contract Date or the date we receive your
payment.
Delayed Investment Allocation Date. If required by law to refund your purchase
payment if you cancel the contract during the "free look" period, we reserve the
right to allocate purchase payments to the FIS Prime Money Fund II investment
option for an investment delay period before they will be invested (together
with any investment gain) in any other investment option(s) you designate. In
that case, we would reallocate your Account Value to the investment options you
have selected at the end of your Contract's "free look" period. We would
measure the investment delay period from the date your Contract is issued from
our Variable Service Center and would include up to 5 extra days in addition to
the applicable "free look" inspection period to provide time for mail or other
delivery of the Contract to you.
If we elect to delay your investment allocation date, your Contract will contain
a provision to that effect.
TELEPHONE TRANSACTIONS
You may initiate various transactions by calling 1-800-845-0689. These are:
transfers of Account Value, notification of a change in your address, change of
premium allocations among investment options, partial withdrawal requests, and
systematic withdrawals. You may authorize your representative to make these
calls on your behalf.
You may also call 1-800-59-FUNDS for current Accumulation Unit values, current
Account Value, and for telephone transfers of Account Value.
If you own a Contract jointly with another owner, unless both owners have
advised us to the contrary, we will accept instructions from either one of the
joint owners.
We will use reasonable procedures (such as requiring identifying information
from the caller, tape recording the telephone instructions, and providing
written confirmation of the transaction) in order to authenticate instructions
communicated by telephone. You will be responsible for any telephone
instructions we reasonably believe to be genuine. Therefore, you will bear any
losses arising from any errors in the communication of instructions. If we do
not employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable to you for any losses due to dishonored
or fraudulent instructions. We may modify or terminate our procedures for
telephone transactions at any time.
CONTRACT BENEFITS AND VALUES
Determination of Account Value
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Your Account Value under a Contract includes its value in the Separate Account
and in the Fixed Account. Your Account Value in a Separate Account investment
option at any time before the Annuity Date equals the number of Accumulation
Units you hold in that option multiplied by the then-current value of one such
Accumulation Unit. We compute this value in such a way that the investment
return on your Account Value in any Separate Account investment option will
differ from the total return achieved by the underlying Fund Portfolio only by
the amount of the charges and deductions we make under your Contract from that
investment option.
Your Account Value in the Fixed Account investment option earns fixed rates of
interest as described elsewhere in this prospectus. Your Account Value in the
Fixed Account will increase by the amount of such interest, but will decrease by
the amount of any charges or deductions that we take from that account for your
Contract.
Your Account Value in any investment option will also vary by the amount of
transfers we make among those components of Account Value in response to
requests that you make. Your Account Value in each investment option also will
increase by the amount that you direct to that option from your purchase
payments and will decrease by the amount of any withdrawals that you take from
that option (including any applicable withdrawal charges).
PURCHASE PAYMENT CREDITS
We will credit your Contract with 3% of each purchase payment if the sum of all
purchase payments reduced by the sum of all withdrawals is less than $100,000 on
the day we receive the purchase payment, 3.5% of each purchase payment if the
sum of all purchase payments reduced by the sum of all withdrawals is equal to
or greater than $100,000 but less than $250,000 on the date the purchase payment
is received, 4% of each purchase payment if the sum of all purchase payments
reduced by the sum of all withdrawals is equal to or greater than $250,000 but
less than $2,000,000, and 5% of each purchase payment if the sum of all purchase
payments reduced by the sum of all withdrawals is equal to or greater than
$2,000,000. We may increase the credit at our discretion.
We credit your Contract with Purchase Payment Credits at the time the purchase
payment is applied to the Contract. We allocate any Purchase Payment Credit
to the Separate Account Investment Options in the same proportion as the
allocation of purchase payment you select. You will not retain any Purchase
Payment Credits applied to your Contract: (1) if you return your Contract within
the free look period (see "Free Look Right" for a description of the free look
period.); (2) for any purchase payment made within one year prior to a death of
owner, or Annuitant if the Contract is owned by a non-natural person; (3) for
any purchase payment made within one year prior to a partial or full withdrawal
or surrender; or (4) for any purchase payment made within three years prior to
the Annuity Date. Gains and losses allocable to the Purchase Payment Credit
remain in the Contract.
Contract charges are deducted from the total value of your Contract. Therefore,
your Contract incurs expenses on the total Contract Value, which includes the
Purchase Payment Credits. You will not retain any Purchase Payment Credit
applied to your Contract under the circumstances set forth above. Since charges
will have been assessed against the higher amount (purchase payments plus
Purchase Payment Credits), it is possible that upon surrender, particularly in a
declining market, you will receive less money back than you would have if you
had not received the Purchase Payment Credit. We expect to profit from certain
charges assessed under the Contract (i.e., the Withdrawal Charge and the
Mortality and Expense Risk Charge) associated with the Purchase Payment Credit.
We have applied to the Securities and Exchange Commission for an exemption from
certain provisions of the Investment Company Act of 1940 so we can recapture any
Purchase Payment Credits applied to a Contract; as described above. Until such
time as we receive approval of the exemption request, we will not recapture any
Purchase Payment Credits.
All purchase payment credits and any gains and losses attributable to such
amounts are treated as earnings under the Contract. All Purchase Payment
Credits are paid from our general account assets.
DEATH BENEFITS BEFORE THE ANNUITY DATE
Death of the Annuitant. We generally do not pay a death benefit if you are not
the Annuitant and the Annuitant dies before the Annuity Date. Instead, you may
designate a new Annuitant within 30 days of the Annuitant's death. If you do
not, you will become the Annuitant. If you are a non-natural person, however,
the death of the Annuitant is treated as your death and a new Annuitant cannot
be designated. If the Annuitant dies after the Annuity Date, the death benefit
will be as specified in the annuity option elected.
Death of the Owner. If we receive proof that you have died before the Annuity
Date, we will pay a death benefit to the Beneficiary. (If you are a non-
natural person, we will consider the Annuitant to be "you" for purposes of
determining a death benefit.) You may elect for the death benefit to be paid in
a single sum or under one of our other Annuity Options. If no such election is
in effect, the Beneficiary
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may make an election during a 60-day period following our receipt of proof of
death. We will hold up payment of the death benefit in the meantime.
If the Beneficiary is your spouse, he or she may elect to become the owner of
your Contract. If so, the Contract will continue in effect and we will not then
determine a death benefit. We will generally pay the entire death benefit
within 5 years of the date of your death unless the Beneficiary elects to have
the death benefit payable under an Annuity Option based on his or her life or
lifetime expectancy; and distributions start within one year after the date of
death.
The death benefit amount is the greater of:
. the BASIC DEATH BENEFIT; or
. the death benefit amount under any optional death benefit rider in effect.
If you do not choose an optional death benefit rider, you will receive the BASIC
DEATH BENEIFT.
If your Contract is owned jointly:
. we will determine a death benefit only when the first owner dies before the
Annuity Date; and
. the optional death benefit riders will not be available.
BASIC DEATH BENEFIT. The Basic Death Benefit before the Annuity Date is the
greater of:
. the Account Value (except as provided in your Contract) on the date of your
death; or
. your adjusted purchase payments (i.e., all amounts you paid for your Contract
less any withdrawals of Account Value, and less any charges on your
withdrawals of Account Value).
OPTIONAL DEATH BENEFIT RIDERS. We intend to offer one or more optional death
benefit riders subject to regulatory approval in your local area and to our
underwriting and issuance standards. For more complete information about the
following riders and their availability, you should consult your sales
representative or request a copy of the form of the rider in which you are
interested. Coverage under these riders provides our guarantee of a minimum
death benefit amount. The guaranteed amount will vary by the form of rider you
select. Annual Deductions from your Account Value increase if you purchase an
optional death benefit rider.
You may generally select an optional death benefit rider only at the time you
purchase a Contract. We may also offer one or more optional death benefit
riders from time to time after you purchase a Contract.
BEST ANNIVERSARY VALUE DEATH BENEFIT. The Best Anniversary Value Death Benefit
before the Annuity Date is based on the maximum adjusted Anniversary Value Death
Benefit we previously determined prior to your death:
. plus the sum of any purchase payments you paid for your Contract after our
last determination date prior to the date of your death; and
. less any withdrawals of Account Value after our last determination date prior
to the date of your death; and
. less any charges on these withdrawals.
On the Contract Date, the Anniversary Value Death Benefit is equal to the
Account Value. We determine an Anniversary Value Death Benefit Value on each
Contract Anniversary Date up to the Contract Anniversary on or next following
your 80th birthday. The Anniversary Value Death Benefit is based on your
Contract's then current Account Value, adjusted for any purchase payments you
made, and the amount of withdrawals (and charges on withdrawals) taken from
Account Value. As set forth above, we will also adjust any previously
determined Anniversary Value Death Benefit at that time to reflect purchase
payments, withdrawals of Account Value, and charges on these withdrawals, from
the date of our last determination.
The BEST ANNIVERSARY VALUE DEATH BENEFIT ends on the Annuity Date. Unless we
agree otherwise, it will also end if you change the owner of your Contract.
EXTRA PROTECTOR DEATH BENEFIT. The Extra Protector Death Benefit is the higher
of:
. the maximum adjusted Anniversary Value Death Benefit ; or
. a "roll-up value" that we compute as described below.
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We compute the maximum adjusted Anniversary Value Death Benefit in the same
manner as under the Best Anniversary Value Death Benefit rider. The "roll-up
value" is the sum of:
. your adjusted purchase payments (i.e., all amounts you paid for your Contract
less any withdrawals of Account Value, and less any charges on your
withdrawals of Account Value); and
. interest accumulated at an annual rate of 5.0 % to the earlier of the Contract
Anniversary on or next following your 80th birthday or the date of your death.
The EXTRA PROTECTOR DEATH BENEFIT ends on the Annuity Date. Unless we agree
otherwise, it will also end if you change the owner of your Contract.
ESTATE PROTECTOR DEATH BENEFIT. To elect the Estate Protector Death Benefit
Rider, the Owner must be 79 or younger when the Contract is issued. If the
Owner is 60 years or less on the Issue Date, the Estate Protector Death Benefit
before the Annuity Date is:
. the Death Benefit under the Contract without regard to the Estate Protector
Death Benefit plus
. the Contract Value multiplied as of the Death Benefit Date minus Purchase
Payments, and that amount multiplied by 40%.
If the Owner is more than 60 years old but less than 80 years old on the Issue
Date, the Estate Protector Death Benefit before the Annuity Date is:
. the Death Benefit under the Contract without regard to the Estate Protector
Death Benefit plus
. the Contract Value calculated as of the Death Benefit Date minus Purchase
Payments, and that amount multiplied by 25%
The maximum benefit payable as a result of this rider shall not exceed the
amount of net Purchase Payments. The ESTATE PROTECTOR DEATH BENEFIT ends on the
Annuity Date. Unless we agree otherwise, it will also end if you change the
owner of your Contract.
SURRENDER AND WITHDRAWALS
Surrender. You may surrender your Contract for its entire Withdrawal Value at
any time before the Annuity Date by a signed written request conforming to our
administrative procedures. We calculate the Withdrawal Value as of the close of
the Business Day when your surrender request is received at our Variable Service
Center. The Withdrawal Value equals your Account Value reduced by any
applicable withdrawal charges, any taxes not previously deducted, and by any
annual deductions for the Contract Year. You will not retain any Purchase
Payment Credits on any purchase payments made within one year of surrender (see
"Purchase Payment Credits"). Our liability to pay any death benefit ends when
you surrender your Contract.
Withdrawals. You may make a partial withdrawal of the Contract's Withdrawal
Value (minimum $1,000) before the Annuity Date. If a withdrawal request is made
that reduces the remaining Withdrawal Value below $1,000, we may deem the
Contract surrendered. In such event, the Contract will end and we will pay you
the Withdrawal Value of the Contract. You will not retain any Purchase Payment
Credits on any purchase payments made within one year of a withdrawal (see
"Purchase Payments Credits").
We will take any withdrawals from your Contract's investment options on a pro-
rata basis, unless you make a request in writing in advance for a different
method. We reserve the right to approve or disapprove any such request.
Systematic Withdrawals. You may elect to take partial withdrawals under a
systematic withdrawal program by either written or telephone request. Under the
program, systematic withdrawals are made on the same day (or next Business Day)
of each month or quarter. Systematic withdrawals may be transferred
automatically to your bank account if your bank is a member of the Automated
ClearingHouse (ACH). Systematic withdrawals are not allowed simultaneously with
a dollar cost averaging program.
We do not currently impose a fee for systematic withdrawals, but may do so in
the future. Partial withdrawals during a Contract Year that exceed the 15% "free
withdrawal" amount are subject to a withdrawal charge. (The "free withdrawal"
amount is not available if you surrender your contract. See the discussion in
the "Withdrawal Charge--Free Withdrawal Amount" section of this prospectus.)
We reserve the right to modify, suspend or eliminate the systematic withdrawal
program at any time.
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PAYMENT OF PROCEEDS
We ordinarily will pay any Withdrawal Value (or death benefit proceeds) from the
Separate Account investment options within 7 days after receipt by our Variable
Service Center of a request (or proof of death), and all other required
elections and documentation in a form satisfactory to us. However, we may delay
payment or transfers from a Separate Account investment option in certain
circumstances. (See "Suspension of Payments and Transfers.")
Tax Withholding and Tax Penalties. All distributions from your Contract, or
portions thereof, which are included in your gross income are subject to federal
income tax withholding. We will generally withhold federal taxes at the rate of
10% from each distribution, unless you have previously provided us with a
written election not to have taxes withheld or to have taxes withheld at a
different rate. Mandatory withholding rules apply to certain distributions from
Qualified Contracts issued to 403(b) plans. Additionally, the Internal Revenue
Code provides that a 10% penalty tax may be imposed on certain early surrenders
and withdrawals. See the FEDERAL TAX MATTERS section of this prospectus for a
general discussion.
ANNUITY BENEFITS
General. We will make annuity payments after the Annuity Date to the Annuitant
unless you designate a different payee when you purchase a Contract. You may
also designate a payee, or change a previously designated payee, by sending a
written notice to the Variable Service Center at least 30 days before the
Annuity Date.
Annuity Options. You elect the Annuity Option and may change it by written
request to our Variable Service Center at least 30 days before the Annuity Date.
If no Annuity Option election is in effect 30 days before the Annuity Date, we
will make Annuity payments under Option B as a life Annuity with a 120-month
period certain.
You can choose from the following Annuity Options, or any other option we
approve:
OPTION A - Life Annuity. Monthly payments during the lifetime of the Annuitant.
Annuity payments cease when the Annuitant dies.
OPTION B - Life Annuity with Periods Certain of 60, 120, 180 or 240 Months.
Monthly payments during the lifetime of the Annuitant, and in any event for 60,
120, 180 or 240 months certain, as selected.
OPTION C - Joint and Survivor Annuity. Monthly payments during the joint
lifetime of the Annuitant and a designated second person. At the death of either
payee, Annuity payments continue to the survivor payee. The survivor's Annuity
payments will equal 100%, 75%, 66 2/3% or 50% of the amount payable during the
joint lifetime, as chosen.
OPTION D - Joint and Contingent Annuity. Monthly payments during the lifetime of
the Annuitant and continued during the lifetime of a designated second person
after the Annuitant's death. The second person's Annuity payments will equal
100%, 75%, 66 2/3% or 50% of the amount payable, as chosen.
OPTION E - Fixed Payments for a Period Certain. Monthly payments of a fixed
amount for any specified period (at least 5 years but not exceeding 30 years),
as chosen.
Form of Annuity Payments. Annuity Options A, B, C & D are available for "fixed"
Annuity payments, "variable" Annuity payments or a combination of both. Annuity
Option E is available for fixed Annuity payments only. You may make a selection
of the form of Annuity payments by sending a written request to our Variable
Service Center no later than 7 calendar days before the Annuity Date. If you do
not, we will make a combination of fixed Annuity payments and variable Annuity
payments to reflect the allocation of your Account Value among the Fixed Account
and the Separate Account investment options. (We will, however, transfer your
Account Value to the Fixed Account before making payments under Annuity
Option E.)
Annuity Date. You select the Annuity Date when you purchase a Contract, and may
later change it by sending a written request to our Variable Service Center at
least 30 days before the existing Annuity Date. If the Annuity Date you select
is less than 2 Contract Years from the Contract Date, we will deduct a
withdrawal charge from your Account Value before the first annuity payment is
made.
If the selected Annuity Date occurs when the Annuitant is at an advanced age,
such as over Age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. If your Contract is a Qualified Contract, you
should select an Annuity Date that is consistent with the requirements of your
tax-qualified retirement plans. A qualified tax advisor should be consulted for
more information.
<PAGE>
Annuitization Bonus. We will increase your Account Value by an "Annuitization
Bonus" when Account Value is applied to an Annuity Option. The increase will be
based on your Account Value at the end of the Business Day immediately
preceeding the Annuity Date. For purposes of the Annuitization Bonus, your
Account Value will not include any Purchase Payment Credit applied to your
Contract for any purchase payment made within three years prior to the Annuity
Date. (see "Purchase Payment Credits")
We determine the Annuitization Bonus rate for a Contract at the time of issue,
but the Bonus may be modified, reduced or eliminated for subsequently issued
Contracts. On the date of this prospectus, the Annuitization Bonus rate is 3% of
Account Value. We will pro-rate any increase among your Contract's investment
options on the Annuity Date. Under current federal income tax rules, this
increase is deemed "income" on a Contract. (See "FEDERAL TAX MATTERS.")
Calculation of Annuity Payments. The initial dollar amount of an Annuity payment
is based on the Account Value (except as provided in your Contract) applied to a
specific Annuity Option and the annuity tables in your Contract. The annuity
tables for variable Annuity payments are based on a 3% assumed investment rate.
If the actual net investment rate exceeds 3%, variable Annuity payments
increase. Conversely, if the actual rate is less than 3%, variable Annuity
payments decrease. Variable Annuity payments will reflect the performance of
your Contract's Separate Account investment options.
We reserve the right to pay Annuity payments in one sum when the remaining
payments are less than $2,000 (or other minimum amount we may establish), or
when the Annuity option elected results in periodic payments of less than $100.
Guaranteed Minimum Income Payment Rider. This optional additional benefit
guarantees a minimum fixed lifetime Annuity payment for an additional annual
charge. You may select this rider only at the time you purchase a Contract, and
you may elect to begin payments under this rider only within a 30-day period
following the 7th or later Contract Anniversary. In addition, payments under
the rider may not begin until the Anniversary Date on or immediately following
the Annuitant's 60th birthday, nor may they begin after the Annuitant's 91st
birthday.
Guaranteed Monthly Income Payments are made either:
. for the lifetime of a single Annuitant or for 120 months, whichever is
longer; or
. for the lifetime of two Annuitants or for 240 months, whichever is longer.
GMIP VALUE. The amount of a fixed annuity payment payable as a Guaranteed
Minimum Income Payment is based on the "GMIP Value," less any premium taxes,
that is applied to the GMIP Annuity Tables stated in the rider.
We determine a GMIP Value each year up to, and including, the Anniversary Date
on or immediately following the Annuitant's 80th birthday (the "Age 80
Anniversary Date"). After that, the GMIP Value is based on GMIP Value on the Age
80 Anniversary Date:
. plus any Purchase Payments we receive after the Age 80 Anniversary Date; and
. less a proportional reduction for any withdrawals of Contract Value after the
Age 80 Anniversary Date.
The GMIP Value up to the Age 80 Anniversary Date is the greater of:
. the "Best Anniversary Value" in effect; or
. the "Roll-Up Value" in effect.
Best Anniversary Value - based on the highest "Anniversary Value Amount" in
effect. We determine an Anniversary Value Amount, and adjust previously
determined Anniversary Value Amounts, each year up to, and including, the Age 80
Anniversary Date. An Anniversary Value Amount equals the Contract Value at the
time of determination. Previously determined Anniversary Value amounts reflect:
. an increase for any Purchase Payments we received since our last
determination; and
. a proportional reduction for any withdrawals of Contract Value since our last
determination.
Roll-Up Value - based on:
. Purchase Payments; and
. a proportional reduction for any withdrawals of Contract Value (including
charges) attributable to Purchase Payments; and
. interest accumulated at an annual rate of 5.0%.
Proportional Reductions - based on the ratio that a withdrawal of Contract
Value, including charges on the withdrawal, bears to the total Contract Value
before the withdrawal.
<PAGE>
GMIP Annuity Tables - based on the 1983a Annuity Mortality Table (40% Male,
pivotal age 65) and a benchmark rate of 2.5% per year, compounded annually. The
level of income provided under these tables is based on conservative actuarial
factors, and may often be less than the level that would be provided by applying
the Contract Value to other tables. If more favorable to the Annuitant, we will
determine monthly income by applying Contract Value to our current fixed annuity
payment rates for the annuity option selected.
GMIP Value does not guarantee performance of any Investment Option in your
Contract, and cannot be used to increase the amounts available for withdrawal,
surrender or as a death benefit before the Annuity Date. The GMIP Value is not
increased by the amount of any Annuitization Bonus.
DEATH BENEFITS AFTER THE ANNUITY DATE
Death of the Annuitant. Any remaining Annuity payments under Annuity Options B
or E are made to the Beneficiary. The Beneficiary may elect to receive the
commuted value of the remaining Annuity Payments in a single sum instead. We
determine the commuted value by discounting the remaining Annuity Payments at
the then current interest rate used for commutation.
Death of the Owner. No death benefits are provided under a Contract if you die
after the Annuity Date, unless you are also the Annuitant and Annuity payments
are made under Annuity Options B or E.
OTHER PROVISIONS OF THE CONTRACT
MISSTATEMENT OF AGE OR SEX
If the age or sex of the Annuitant is misstated, we may change the annuity
benefits to those that correspond with the correct age and sex.
If the misstatement is discovered after the Annuity Date:
. we will add interest to any overpayments at the rate of 6% per year,
compounded annually, and deduct the amount against remaining annuity payments;
and
. we will add interest to any underpayments at the rate of 6% per year,
compounded annually, and pay the amount in a single sum with the next Annuity
Payment.
OWNER AND BENEFICIARY
The Contract application names the Contract owner, who in turn may name a new
owner at any time before the Annuity Date. At the death of the owner, the
designated Beneficiary becomes the owner. Because the owner has the authority
to exercise most rights under a Contract, this prospectus generally refers to
the owner when it refers to "you" or "your."
We will permit the Contract to be owned jointly if one owner is the spouse of
the other, and we will generally assume that each owner has the authority to act
for all owners. However, we may require the written consent of all owners for
certain transactions, such as an assignment of a Contract.
Beneficiary. The Contract application also names the Beneficiary under the
Contract and any contingent Beneficiary. You may change the Beneficiary of the
Contract (other than an irrevocably named Beneficiary) at any time before death
benefits are payable. If your Contract is owned jointly, we will treat each
joint owner as the designated beneficiary for any death benefits that may be
payable upon the death of the other, unless you tell us otherwise.
Changes and Assignments. A change of owner or Beneficiary requires a written
request satisfactory to us that is dated and signed by all of the owners. The
change will take effect on the date it is signed, but is subject to all payments
made and actions taken by us under the Contract before we receive the request at
our Variable Service Center.
ASSIGNMENTS
The owner may assign (transfer) the owner's rights in a Contract to someone
else. An assignment requires a written request signed by all of the Contract's
owners. An assignment will take effect only when we record it at our Variable
Service Center. We have no responsibility for any assignment not submitted for
recording; nor for the sufficiency or validity of any assignment.
<PAGE>
Unfavorable tax consequences, including recognition of taxable income and the
imposition of a 10% penalty tax may result from transferring ownership or making
an assignment. In addition, Qualified Contracts owned by tax-qualified
retirement plans may be subject to mandatory assignment restrictions.
Therefore, you should consult with a qualified tax adviser before transferring
your Contract.
CHANGE OF ANNUITANT DESIGNATION
The Owner may designate a new Annuitant before the Annuity Date, but not if a
non-natural person owns the Contract.
TEXAS OPTIONAL RETIREMENT PROGRAM
A Contract issued to a participant in the Texas Optional Retirement Program
("ORP") contains an ORP endorsement that amends the Contract to provide that:
. if for any reason a second year of ORP participation is not begun, the total
amount of the State of Texas' first-year contribution will be returned to the
appropriate institute of higher education upon its request; and
. no benefits will be payable, through surrender of the Contract or otherwise,
until the participant dies, accepts retirement, terminates employment in all
Texas institutions of higher education or attains the age of 70 1/2.
The value of the Contract may, however, be transferred to other contracts or
carriers during the period of ORP participation. A participant in the ORP is
required to obtain a certificate of termination from the participant's employer
before the value of a Contract can be withdrawn.
VOTING RIGHTS
We will vote the shares of the Portfolios held by the Separate Account at
regular or special meetings of the Portfolio's shareholders in accordance with
instructions received from you and other owners having the voting interest in
the affected Portfolio(s). We compute the number of votes that an owner has
the right to instruct for a particular Portfolio by dividing the owner's Account
Value in that Portfolio by that Portfolio's net asset value per share. We will
vote a Portfolio's shares held in our Separate Account for which we do not
receive instructions, as well as shares held in our Separate Account that are
not attributable to owners in the same proportion as we vote that Portfolio's
shares held in the Separate Account for which we have received instructions.
SUSPENSION OF PAYMENTS OR TRANSFERS
We reserve the right to suspend or postpone payments for withdrawals or
transfers from the Separate Account Investment Options for any period when:
. the New York Stock Exchange is closed;
. trading on the New York Stock Exchange is restricted;
. an emergency exists that makes it impracticable to dispose of Separate
Account securities or determine the Separate Account net asset values; or
. any other period when so ordered by the Securities and Exchange Commission
for the protection of Owners.
We reserve the right to defer payment for a withdrawal or transfer from the
Fixed Account for the period permitted by law, but not for more than six months
after we receive the transaction request.
DISTRIBUTION AND OTHER AGREEMENTS
First Variable Capital Services, Inc. ("FVCS"), 2122 York Road, Oak Brook,
Illinois 60523, acts as distributor of the Contracts. FVCS, our wholly owned
subsidiary, was incorporated in Arkansas on July 26, 1991. It 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. FVCS offers
the Contracts on a continuous basis.
We and FVCS have agreements with various broker-dealers under which the
Contracts will be sold by registered representatives of the broker-dealers. The
registered representatives are required to be authorized under applicable state
regulations to sell variable annuity contracts. The commissions payable to a
broker-dealer for sales of the Contract may vary with the sales agreement, but
are not expected to exceed 7.00% of purchase payments and annual renewal
compensation of up to 1.00% of Account Value in later Contract Years. Broker-
dealers may also receive expense allowances, wholesaler fees, bonuses and
training fees.
<PAGE>
FEDERAL TAX MATTERS
GENERAL
BECAUSE OF THE COMPLEXITY OF THE LAW AND BECAUSE TAX RESULTS WILL VARY ACCORDING
TO YOUR IDENTITY AND STATUS, YOU SHOULD SEEK INDIVIDUALIZED LEGAL AND TAX ADVICE
BEFORE PURCHASING OR TAKING ANY ACTION UNDER A CONTRACT.
We cannot provide a comprehensive description of the federal income tax
consequences regarding the Contracts in this prospectus, and special tax rules
may apply that we have not discussed herein. Nor does this discussion address
any applicable state, local, gift, inheritance, estate, and foreign or other tax
laws. This discussion assumes that you, the Contract's owner, are a natural
person and a U.S. citizen and resident. Finally, we would caution that the law
and the related regulations and interpretations on which we base our tax
analysis can change, and such changes can be retroactive.
OUR TAXATION
Under current federal income tax law, the operations of the Separate Account and
the Fixed Account do not require us to pay any tax. Thus, we currently impose
no charge for our federal income taxes. However, we may decide to charge the
Separate Account or Fixed Account for our federal income taxes, if there are
changes in federal tax law.
We may incur state and local taxes (in addition to premium taxes) in several
states. At present, these taxes are not significant and, accordingly, we do not
currently impose a charge for them. If they increase, however, we may impose a
charge for such taxes attributable to the Separate Account and/or Fixed Account.
INCOME TAX DEFERRAL ON INCREASES IN ACCOUNT VALUE
In general, an owner of an annuity contract is not taxed on increases in the
contract's value until a distribution occurs, either in the form of a lump sum
payment or as annuity payments.
Contracts Owned by Other than Natural Persons. If you are a non-natural person,
e.g., a corporation, or certain other entities, your Contract will generally not
be treated as an annuity contract for federal income tax purposes, and you will
be subject to immediate taxation on the increases in your Contract's Account
Value. However, this treatment does not apply to Contracts held by a trust or
other entity as an agent for a natural person or to Qualified Contracts held by
a tax-qualified retirement plan (i.e., a plan that qualifies under section 401,
403(a), 403(b), 408, 408A or 457 of the Code).
Diversification Requirements. The Internal Revenue Code provides that a variable
annuity contract will not be treated as an annuity contract under the Code for
any period (and any subsequent period) for which the related investments are not
adequately diversified. We intend that all Portfolios of the Funds in which
your Contract may invest will comply with the diversification requirements. If
your Contract did not qualify as an annuity contract, you would be subject to
immediate taxation on the increases in your Contract's Account Value. This
treatment would apply for the period of non-compliance and subsequently, unless
and until we are able to settle the matter with the Internal Revenue Service.
We have no legal obligation to seek or agree to any such settlement, however.
Investment Control. The amount of investment control which you may exercise
under a Contract differs in some respects from the situations addressed in
published rulings issued by the Internal Revenue Service in which it held that
variable contract owners were not deemed, for federal income tax purposes, to
own the related assets held in a separate account by the issuing insurance
company. It is possible that these differences, such as your ability to
transfer among investment choices or the number and type of investment choices
available, would cause you to be taxed as if you were the owner of the Portfolio
shares that are attributable to your Contract. In that case, you would be
liable for income tax on an allocable portion of any current income and gains
realized by the Separate Account, even though you have received no distribution
of those amounts.
In the event any forthcoming guidance or ruling by federal income tax
authorities sets forth a new position, such guidance or ruling will generally be
applied only prospectively. However, if such ruling or guidance was not
considered to set forth a new position, it may result in your being
retroactively determined to be the owner of the assets of the Separate Account.
<PAGE>
Due to the uncertainty in this area, we reserve the right to modify your
Contract in an attempt to maintain its intended tax treatment.
DISTRIBUTIONS FROM NON-QUALIFIED CONTRACTS
For a lump sum payment received upon surrender of a Contract, or upon a
withdrawal of Account Value, you will be taxed on the portion that exceeds your
investment in the Contract. The taxable portion is taxed as ordinary income.
Amounts that are not received as an annuity payment will be treated as coming
first from the earnings and then, only after that income portion is exhausted,
as coming from your investment in the Contract.
Penalty tax on Premature Distributions. The taxable portion of a distribution
from a Contract may be subject to a 10% penalty tax. However, the penalty is not
imposed on amounts received:
. after you reach age 59 1/2;
. after the death of the owner;
. if you are totally disabled as defined in Code section 72(m)(7));
. in a series of substantially equal periodic payments made not less frequently
than annually for your life (or life expectancy) or for the joint lives (or
joint life expectancies) of you and your Beneficiary;
. under an immediate annuity; or
. that are allocable to purchase payments made before August 14, 1982.
Annuity Payments. For annuity payments, the portion of each payment that exceeds
a pre-determined "exclusion amount" is considered taxable income. The
exclusion amount is determined:
. for payments based on a fixed annuity option, by multiplying the payment by
the ratio that your investment in the Contract (adjusted for any period
certain or refund feature) bears to the expected return under the Contract.
. for payments based on a variable annuity option, by dividing your investment
in the Contract (adjusted for any period certain or refund guarantee) by the
number of years over which the annuity is expected to be paid.
Payments received after the total of the excludable amounts equals the
investment in the Contract are fully taxable. The taxable portion is taxed at
ordinary income tax rates.
Death Benefits. The Beneficiary is taxed on the portion of the Death Benefit
that exceeds your investment in the Contract. However, if the Beneficiary elects
to receive the Death Benefit under an Annuity Option, payments made to the
Beneficiary are taxed as annuity payments as discussed above.
Multiple Contracts. Multiple non-qualified annuity contracts issued within a
calendar year to the same contract owner by one company or its affiliates are
treated as one annuity contract when determining the tax consequences of any
distribution. Such treatment may result in adverse tax consequences, including
more rapid taxation of the distributed amounts from the combined contracts.
Owners should consult a tax adviser before purchasing more than one non-
qualified annuity contract in a calendar year. For purposes of this rule,
contracts received in a Section 1035 exchange will be considered issued in the
year of the exchange.
TAX-QUALIFIED RETIREMENT PLANS
This prospectus offers a Contract that may be used under various types of tax-
qualified retirement plans. Taxation of participants varies with the type of
plan and terms and conditions of each specific qualified plan. The terms and
conditions of a plan may restrict the permitted contributions to, and benefits
of, a Contract issued to the plan, regardless of the terms and conditions of the
Contract itself. Because a retirement plan's contribution limits and
distribution and other requirements may not be not incorporated into our
administrative procedures, Contract owners, participants and beneficiaries are
responsible for determining that transactions with respect to the Contract
comply with applicable law. We are not bound by the terms and conditions of
such plans to the extent such terms conflict with the terms of the Contract,
unless we specifically consent to be bound.
The tax rules for tax-qualified retirement plans are very complex and will have
different applications depending on individual facts and circumstances. For
example, Contracts issued under tax qualified retirement plans are generally not
transferable, except upon surrender or annuitization. Contract owners,
annuitants and beneficiaries should therefor obtain competent tax advice before
purchasing a Contract issued under a tax-qualified retirement plan, or engaging
in various transactions (i.e., making contributions or taking distributions) in
connection with a Contract.
<PAGE>
A qualified contract will not provide any necessary or additional tax deferral
if it is used to fund a qualified plan that is tax deferred. However, the
contract has features and benefits other than tax deferral that may make it an
appropriate investment for a qualified plan. You should consult your tax
adviser regarding these features and benefits prior to purchasing a qualified
contract.
The following are general descriptions of the types of Qualified Plans with
which the Contracts may be used. Such descriptions are not exhaustive and are
for general informational purposes only:
Traditional IRAs and Roth IRAs. Eligible individuals may maintain: (a) an
individual retirement account or individual retirement annuity under section 408
of the Code ("Traditional IRA"); and (b) a non-tax deductible individual
retirement account or individual retirement annuity under section 408A of the
Code ("Roth IRA").
Under applicable limitations, amounts may be contributed to a Traditional IRA
that will be deductible from the individual's gross income. The amounts
contributed to a Traditional IRA may be reduced if an individual also
contributes to a Roth IRA.
Traditional IRAs and Roth IRAs are subject to limitations on eligibility,
contributions, transferability and distributions. Under certain conditions,
distributions from other IRAs and other Qualified Plans may be rolled over or
transferred on a tax-deferred basis into a Traditional IRA (An "education IRA"
under section 530 of the Code does not qualify for this treatment.). Rollovers
may also be made under certain conditions to a Roth IRA, but only from a
Traditional IRA or from another Roth IRA. Rollovers from a Traditional IRA to a
Roth IRA are subject to immediate federal income taxation.
Corporate and Self-Employed ("H.R. 10" and "Keogh") Pension and Profit Sharing
Plans. Section 401(a) and 403(a) of the Code permit corporate and self-employed
individuals to establish Qualified Plans for themselves and their employees.
These retirement plans may permit the purchase of a Contract to provide benefits
under the plan. Contributions made to the plan for the benefit of the employees
are not included in the gross income of the employees until distributed from the
plan. The tax consequences to participants may vary depending upon the
particular plan design. However, the Internal Revenue Code places limitations
and restrictions on all plans including items such as:
. amount of allowable contributions;
. form, manner and timing of distributions;
. transferability of benefits;
. vesting and non-forfeitability of interests;
. incidental death benefits;
. nondiscrimination in eligibility and participation; and
. the tax treatment of distributions, withdrawals and surrenders.
403(b) Annuities. Public schools and certain charitable, educational and
scientific organizations may purchase "403(b)" or "tax-sheltered annuities" (IRC
Section 501(c)(3)). These qualifying employers may contribute to a Contract for
the benefit of their employees. Such contributions are not included in the gross
income of the employees until employees receive distributions from the
Contracts. Tax-sheltered annuity contributions are limited to certain maximums.
Plus, additional restrictions govern such items as transferability,
distributions, nondiscrimination and withdrawals.
DISTRIBUTIONS FROM QUALIFIED CONTRACTS
In the case of a withdrawal under a Qualified Contract (other than a "qualified
distribution" from a Roth IRA), a portion of the amount received is taxable.
This is generally based on the ratio of the individual's cost basis to the
individual's total accrued benefit under the retirement plan.
Roth IRAs. A "qualified distribution" from a Roth IRA is generally not subject
to federal income taxation, but can only be made after the assets have been in
the Roth IRA for 5 years and the Owner:
. reaches age 59 1/2;
. dies or is disabled (IRC Section 72(m)(7)); or
. takes a qualified first-time homebuyer distribution (as defined in section
72(t)(8) of the Code). Special tax rules may be available for certain other
distributions from a Qualified Contract.
Penalty tax on Pre-retirement Distributions. The taxable portion of any
distribution from a qualified retirement plan may be subject to a 10% penalty
tax. This tax could apply to withdrawals from a Contract issued and qualified
under Code sections 401 (Corporate and Self-
<PAGE>
Employed Pension and Profit-Sharing Plans), 403(b) (Tax-Sheltered Annuities),
408 (Traditional IRAs) or 408A (Roth IRAs - "nonqualified distributions" only).
It is not imposed on:
. qualified rollovers or permitted direct transfers to a Traditional IRA, a
Roth IRA, or to another eligible qualified plan;
. distributions made on or after the date on which the Owner or Annuitant (as
applicable) reaches age 59 1/2;
. distributions following the death or disability (as defined in section
72(m)(7) of the Code) of the Owner or Annuitant (as applicable);
. distributions that are part of substantially equal periodic payments made not
less than annually for the life (or life expectancy) of the Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Owner
or Annuitant (as applicable) and his or her designated Beneficiary (Qualified
Plans other than Traditional IRAs and Roth IRAs require the employee to be
separated from service for this exception to apply);
. distributions made to the Owner or Annuitant (as applicable) for payment of
medical expenses which exceed 7.5% of adjusted gross income;
. distributions from a Traditional IRA or from a Roth IRA for payment of health
insurance premiums while unemployed, if certain conditions are met;
. amounts paid from a Traditional IRA and Roth IRA for qualified higher
education expenses (IRC Section 72(t)(7) of the Code);
. amounts paid from a Traditional IRA or Roth IRA as a qualified first-time
homebuyer distribution (IRC Section 72(t)(8) of the Code); and
. amounts paid on account of an IRS levy upon the qualified contract.
The penalty tax for a Contract issued and qualified under Code sections 401 or
403(b) is also not imposed on:
. distributions to an Owner or Annuitant (as applicable) who has separated from
service after he has attained age 55; and
. distributions made to an alternate payee pursuant to a qualified domestic
relations order.
Generally, distributions from a qualified plan (other than a Roth IRA) must
start no later than (a) April 1 of the calendar year following the year in which
the employee attains age 70 1/2 or (b) retires, whichever is later. The
limitation set forth in subsection (b) does not apply to IRAs. These required
distributions must span a period that does not exceed the life expectancy of the
individual or the joint lives or life expectancies of the individual and his or
her designated beneficiary. If required minimum distributions are not made, a
50% penalty tax is imposed on the amount not distributed.
Tax-Sheltered Annuities--Withdrawal Limitations. Withdrawals of amounts
attributable to contributions made according to a salary reduction agreement are
limited to when the Owner:
. attains age 59 1/2;
. separates from service;
. dies;
. becomes disabled (IRC Section 72(m)(7) of the Code); or
. in the case of hardship.
Hardship withdrawals are restricted to the portion of the Owner's Contract Value
that represents contributions made by the Owner and do not include investment
results.
Withdrawal limitations became effective on January 1, 1989, and apply only to
salary reduction contributions made after December 31, 1988, to income
attributable to such contributions and to income attributable to amounts held as
of December 31, 1988. The limitations on withdrawals do not affect rollovers or
transfer between certain Qualified Plans. Owners should consult their own tax
counsel or other tax adviser about distributions.
FEDERAL INCOME TAX WITHHOLDING
All distributions from your Contract, or portions thereof, that are included in
your gross income are subject to federal income tax withholding. We will
withhold federal taxes at the rate of 10% from each distribution. However, you
may elect not to have taxes withheld or to have taxes withheld at a different
rate.
Certain distributions from retirement plans qualified under Section 401 or
Section 403(b) of the Code, which are not directly rolled over to another
eligible retirement plan or individual retirement account or individual
retirement annuity, may be subject to a mandatory 20% withholding for federal
income tax.
ADVERTISING PRACTICES
<PAGE>
FIS PRIME MONEY FUND II PORTFOLIO
From time to time, the FIS Prime Money Fund II investment option of the Separate
Account may advertise its "yield" and "effective yield." Both yield figures are
based on historical earnings and are not intended to indicate future
performance.
The "yield" of the FIS Prime Money Fund II investment option refers to the
income generated by Account Values in the FIS Prime Money Fund II investment
option over a seven-day period (which will be stated in the advertisement). This
income is "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the Account Values in the FIS Prime Money
Fund II investment option.
The "effective yield" is calculated similarly. However, when annualized, the
income earned by Account Values is assumed to be reinvested. This results in the
"effective yield" being slightly higher than the "yield" because of the
compounding effect of the assumed reinvestment. The yield figure will reflect
the deduction of any asset-based charges and any applicable annual contract
maintenance charge.
OTHER PORTFOLIOS
From time to time, we may advertise performance data for the Contract's other
Funds. Such data will show the percentage change in the value of an Accumulation
Unit based on the performance of an investment over a period of time, usually a
calendar year. It is determined by dividing the increase (decrease) in value for
that Unit by the Accumulation Unit value at the beginning of the period. This
percentage will reflect the deduction of any asset-based charges and any
applicable annual contract maintenance charges under the Contracts.
Advertisements also will include total return figures calculated as described in
the Statement of Additional Information. The total return figures reflect the
deduction of any applicable annual contract maintenance charges, as well as any
asset-based charges.
We may make yield information available, with respect to some of the Funds. Such
yield information will be calculated as described in the Statement of Additional
Information. The yield information will reflect the deduction of any applicable
annual contract maintenance charge, as well as any asset-based charges.
We may also show historical Accumulation Unit values in certain advertisements
that contain illustrations. These illustrations will be based on Accumulation
Unit values for a specific period.
Quotations of standardized total return for any Investment Option will be
expressed in terms of the average annual compounded rate of return on a
hypothetical investment in a Contract over a period of one, five and ten years
(or, if less, up to the life of the Investment Option). They will reflect the
deduction of a Contract's daily and annual charges, the applicable withdrawal
charge, and fees and expenses of the underlying Portfolio. Quotations of non-
standardized total return may simultaneously be shown for the periods indicated
in the advertisement and may not reflect some or all of these deductions.
Total return performance information for Investment Options may also be
advertised based on the historical performance of the Portfolio underlying an
Investment Option for periods beginning before the date Accumulation Unit Values
were first calculated for Contracts funded in that Investment Option. Any such
performance calculation will be based on the assumption that the Investment
Option corresponding to the applicable Portfolio was in existence throughout the
stated period and that contractual charges and expenses of the Investment Option
during the period were equal to those currently assessed under a Contract.
We may also distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Portfolios against established market
indices such as the Standard & Poor's 500 Composite Stock Price Index, the Dow
Jones Industrial Average or other management investment companies that have
investment objectives similar to the Portfolio being compared.
The Standard & Poor's 500 Composite Stock Price Index is an unmanaged,
unweighted average of 500 stocks, the majority of which are listed on the New
York Stock Exchange.
The Dow Jones Industrial Average is an unmanaged, weighted average of thirty
blue chip industrial corporations listed on the New York Stock Exchange. Both
the Standard & Poor's 500 Composite Stock Price Index and the Dow Jones
Industrial Average assumes quarterly reinvestment of dividends.
<PAGE>
We may also distribute sales literature that compares the performance of our
variable annuities' Accumulation Unit values with the unit values of variable
annuities issued through other insurance companies. Such information will be
derived from the Lipper Variable Insurance Products Performance Analysis
Service, Morningstar or from the VARDS Report.
The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper Analytical Services, Inc., a publisher of statistical data that tracks
the performance of investment companies. The rankings compiled by Lipper may or
may not reflect the deduction of asset-based insurance charges. Our sales
literature using these rankings will indicate whether such charges were
deducted. Where the charges have not been deducted, the sales literature will
indicate that, had the charges been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Roswell, Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges.
Morningstar rates each variable annuity investment option against its peers with
similar investment objectives. Morningstar does not rate any investment option
with fewer than three years of performance data.
OTHER MATTERS
FINANCIAL STATEMENTS
Our financial statements and the financial statements of the Separate Account
are included in the Statement of Additional Information.
LEGAL PROCEEDINGS
We are not subject to any material pending legal proceedings nor is the Separate
Account or the Distributor.
TRANSFERS BY THE COMPANY
We may, subject to applicable regulatory approvals, transfer obligations under a
Contract to another qualified life insurance company under an assumption
reinsurance arrangement without the prior consent of the Owner.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information for the Separate Account and the
Contract contains the following information:
<TABLE>
<CAPTION>
ITEM PAGE
---- -----
<S> <C>
First Variable Life Insurance Company................ SA-2
Independent Auditors................................. SA-2
Legal Counsel........................................ SA-2
Distributor.......................................... SA-2
Yield Calculation for the FIS Prime Money Fund II
Investment Option SA-2
Calculation of Other Performance Information......... SA-3
Annuity Provisions................................... SA-6
Variable Annuity.................................. SA-6
Fixed Annuity..................................... SA-7
Annuity Unit...................................... SA-7
Mortality and Expense Guarantee................... SA-7
Financial Statements................................. SA-7
</TABLE>
<PAGE>
CAPITAL RETRO BONUS VA
FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT
(the "Contract")
Issued by
FIRST VARIABLE LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
for
FIRST VARIABLE ANNUITY FUND E
(the "Separate Account")
This is not a prospectus. You should read this Statement of Additional
Information with the prospectus dated ___________ for the Contract referred to
above.
The prospectus concisely sets forth information that you ought to know before
investing in a Contract. For a copy of the prospectus, call or write us at 2122
York Road, Oak Brook, IL 60523 (800) 228-1035.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item PAGE
---- ----
<S> <C>
FIRST VARIABLE LIFE INSURANCE COMPANY......................... SA-2
INDEPENDENT AUDITORS.......................................... SA-2
LEGAL COUNSEL................................................. SA-2
DISTRIBUTOR................................................... SA-2
YIELD CALCULATION FOR FIS PRIME MONEY FUNDII INVESTMENT
OPTION....................................................... SA-2
CALCULATION of OTHER PERFORMANCE INFORMATION................. SA-3
ANNUITY PROVISIONS............................................ SA-6
Variable Annuity........................................... SA-6
Fixed Annuity.............................................. SA-7
Annuity Unit............................................... SA-7
Mortality and Expense Guarantee............................ SA-7
FINANCIAL STATEMENTS.......................................... SA-7
</TABLE>
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ________.
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
You will find information about our company and its ownership in the prospectus.
INDEPENDENT AUDITORS
The consolidated balance sheet of First Variable Life Insurance Company and
subsidiaries as of December 31, 1999 and the related consolidated statements of
income, changes in stockholder's equity, and cash flows for the year then ended,
and the statement of assets and liabilities of First Variable Life Insurance
Company - First Variable Annuity Fund E at December 31, 1999 and the statements
of operations and changes in net assets for each of the periods indicated in the
year then ended, have been included herein in reliance upon the reports of KPMG
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of such firm as experts in accounting and auditing.
Their report appears at the end of this Statement of Additional Information.
LEGAL COUNSEL
Our Legal Department reviewed legal matters about the Contracts. Blazzard, Grodd
& Hasenauer, P.C., Westport, Connecticut, advised us on certain matters relating
to the federal securities and tax laws.
DISTRIBUTOR
First Variable Capital Services, Inc. ("FVCS") acts as the distributor. FVCS is
a wholly owned subsidiary of First Variable Life Insurance Company. The
offering is on a continuous basis.
First Variable Life Insurance Company serves as custodian.
CUSTODIAN
First Variable Life Insurance Company, 2122 York Road, Suite 300, Oak Brook, IL
60523-1930, is the custodian of the assets of the Separate Account. The
custodian has custody of assets of the Separate Account and attends to the
collection of proceeds of shares of the underlying funds bought and sold by the
Separate Account.
YIELD CALCULATION FOR FIS PRIME MONEY FUND II INVESTMENT OPTION
The FIS Prime Money Fund II Investment Option of the Separate Account calculates
its current yield based upon the seven-day period that ends on the date of
calculation. For the seven calendar days ended December 31, 1999, the
annualized yield was 1.86% and the effective yield was
To calculate the current yield, we create a hypothetical Contract account with a
balance of one Accumulation Unit of this investment option. We determine the net
change (exclusive of capital changes) in the value of the Accumulation Unit at
the beginning and at the end of the period. Next, we subtract the annual
Contract Maintenance Charge and divide the difference by the value of the
hypothetical account at the beginning of the same period to obtain the base
period return. We then multiply the result by (365/7) to obtain the current
yield.
We calculate the "effective" yield according to the method prescribed by the
Securities and Exchange Commission. The effective yield reflects the
reinvestment of net income earned daily on FIS Prime Money Fund II Investment
Option assets. Net investment income for yield quotation purposes will not
include either realized capital gains and losses or unrealized appreciation and
depreciation, whether reinvested or not.
You may find yield information useful as you review the performance of the FIS
Prime Money Fund II Investment Option and compare it with other investments.
However, the yield fluctuates, unlike bank deposits or other investments that
typically pay a fixed yield for a set period. You should therefor not consider
any yields quoted as a representation of the yield of the FIS Prime Money Fund
II Investment Option in the future. Actual yields depend on the type, quality
and maturities of the investments held by the Portfolio and changes in the
interest rates on such investments, as well as changes in expenses during the
period.
<PAGE>
CALCULATION OF OTHER PERFORMANCE INFORMATION
From time to time, we may advertise standardized performance data as described
in the prospectus. These advertisements will include total return figures for
the times indicated in the advertisement. Total return figures will reflect the
deductions of:
. 1.25% Mortality and Expense Risk Charge,
. .15% Administrative Charge,
. investment advisory fees and expenses for the underlying Portfolio being
advertised and
. any applicable withdrawal charges and annual Contract Maintenance Charges
(charges for optional riders excluded).
To determine the hypothetical value of a Contract for the time periods described
in the advertisement, we will use the Accumulation Unit values for an initial
$1,000 purchase payment, and deduct any applicable Annual Contract Maintenance
Charges and Withdrawal Charges.
For periods before the date that actual Accumulation Unit Values were first
computed for the Contracts, we have derived Accumulation Unit Value performance
from the historical performance of the Portfolios. We determine the average
annual total return by computing the fixed interest rate that a $1,000 purchase
payment would have to earn annually, compounded annually, to grow to the
hypothetical value at the end of the periods described.
Here is the formula used in these calculations: [P x (1+T)n] = ERV
P = a hypothetical initial payment of $1,000 T = average annual total return
N = number of years ERV = Ending Redeemable Value
of a hypothetical $1,000
payment made at the beginning
of the applicable periods.
<PAGE>
The standardized average annualized total returns as of March 31, 2000, for 1
year, 3 years, 5 years, 10 years and Separate Account, based on historical
performance of the Portfolio as listed below:
<TABLE>
<CAPTION>
Separate Account Investment Option 1 Year 3 Years 5 Years 10 Years Since Portfolio Inception
---------------------------------- ------ ------- ------- -------- -------------------------
<S> <C> <C> <C> <C> <C>
ACS V.P. Value (inception 5/1/96) N/A N/A N/A N/A -20.17%
AIM V.I. Capital Appreciation (inception 5/5/93) N/A N/A N/A N/A 49.41%
AIM V.I. Growth(inception 5/5/93) N/A N/A N/A N/A 32.38%
DAM Equity 500 Index (inception10/1/97) N/A N/A N/A N/A 3.16%
DAM Small Cap Index (inception8/25/97) N/A N/A N/A N/A 15.08%
FIS Prime Money Fund II (inception 11/94) -5.02% .73% 2.33% N/A 2.97%
FIS High Income Bond Fund II (3/1/94) N/A N/A N/A N/A N/A
LA Growth & Income (inception 12/11/89) N/A N/A N/A N/A -4.96%
TEM International Fund (Class 2) (inception 5/1/97) N/A N/A N/A N/A 2.39%
VIST Small Cap Growth (inception 5/4/95) 121.75% 34.65% N/A N/A 27.39%
VIST Growth (inception 5/1/87) 14.99% 30.66% 28.43% 17.02 17.24%
VIST Matrix Equity (inception 6/16/88) 5.55% 16.99% 15.84% 12.66% 13.14%
VIST Growth & Income (inception 5/31/95) -4.81% 10.24% N/A N/A 11.68%
VIST Multiple Strategies (inception 5/5/87) 9.97% 25.52% 23.29% N/A 15.41%
VIST US Govt. Bond (inception 5/27/87) -8.34% 2.02% 4.34% N/A 5.90%
</TABLE>
<PAGE>
We may also advertise non-standardized performance information that does not
include withdrawal charges. Non-standardized performance is calculated in the
same manner as standardized performance but does not include withdrawal charges.
The non-standardized average annualized total returns as of March 31, 2000 for 1
year, 3 years, 5 years, 10 years and Portfolio Inception based on the historical
performance of the Portfolios are listed below:
<TABLE>
<CAPTION>
Separate Account Investment Option 1 Year 3 Years 5 Years 10 Years Since Portfolio Inception
---------------------------------- ------ ------- ------- -------- -------------------------
<S> <C> <C> <C> <C> <C>
ACS V.P. Value (inception 5/1/96) -0.23% 7.12% N/A N/A 8.33%
AIM V.I. Capital Appreciation (inception 5/5/93) 63.89% 32.01% 25.31% N/A 22.36%
AIM V.I. Growth(inception 5/5/93) 41.08% 36.75% 29.16% N/A 22.80%
DAM EAFE Index (inception 8/22/97) 24.65% N/A N/A N/A 14.98%
DAM Equity 500 Index(inception 10/1/97) 16.13% N/A N/A N/A 19.78%
DAM Small Cap Index(inception 8/25/97) 34.83% N/A N/A N/A 9.79%
FIS Prime Money Fund II (inception 11/94) 3.48% 3.45% 3.49% N/A 3.12%
FIS High Income Bond Fund II (inception 3/1/94) -4.47% 4.60% 8.47% N/A 7.24%
FMR Contrafund (Service Class 2) (inception 1/3/95) 24.06% 28.59% 26.82% N/A 27.48%
FMR Equity - Income (Service Class 2)
(inception 10/9/95) 1.40% 13.49% 15.91% 14.88% 13.27%
FMR Growth Opportunities (Service Class 2) (inception 5.76% 18.91% 20.15% N/A 20.37%
1/3/95)
LA Growth & Income (inception 12/11/89) 11.49% 15.41% 16.73% 14.66% 14.32%
MFS New Discovery Series (Service class) 92.56% N/A N/A N/A 40.47%
MFS Growth Series (Service Class) N/A N/A N/A N/A 50.87%
MFS Growth with Income Series 6.19% 17.83% N/A N/A 18.73%
(Service Class)
SEL Communications & Information (inception 10/4/94) 113.32% 58.65% 38.88% N/A 37.28%
TEM International Fund (Class 2) (inception 5/1/97) 20.37% 12.36% 15.85% N/A 13.28%
TEM Growth Securities (Class 2) (inception 3/15/94) 15.80% 11.70% 14.45% N/A 12.42%
VIST Small Cap Growth (inception 5/4/95) 130.25% 36.19% N/A N/A 27.89%
VIST Growth (inception 5/1/87) 23.49% 32.30% 28.90% 17.02% 15.78%
VIST Matrix Equity (inception 6/16/88) 14.05% 19.03% 16.55% 12.66% 12.78%
VIST Growth & Income (inception 5/31/95) 3.69% 12.53% N/A N/A 12.89%
VIST Multiple Strategies (inception 5/5/87) 18.47% 27.30% 23.85% 15.36% 12.94%
VIST US Govt. Bond (inception 5/27/87) 0.16% 4.67% 5.41% 6.11% 6.28%
</TABLE>
<PAGE>
CALCULATION OF OTHER PERFORMANCE INFORMATION (CONTINUED)
In addition to total return data, we may include yield information in our
advertisements. For each Investment Option (other than the Federated Prime
Money Fund II Investment Option) for which we advertise yield, we will show a
yield quotation based on a 30-day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account. We compute it by dividing the
net investment income per Accumulation Unit earned during the period by the
maximum offering price per Unit on the last day of the period, according to the
following formula:
Yield = 2[( a-b )/6/ ]
[( --- + 1) - 1]
[( cd ) ]
a = Net investment income earned during the period by the Portfolio
attributable to shares owned by the Separate Account investment option.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding during the
period.
d = The maximum offering price per Accumulation Unit on the last day of the
period.
The investment results of each Separate Account investment option will fluctuate
over time. Any presentation of a Separate Account investment option's total
return for any period should not be considered as a representation of future
performance.
ANNUITY PROVISIONS
VARIABLE ANNUITY
A variable annuity is an annuity with payments that:
. are not predetermined as to dollar amount; and
. will vary in amount with the net investment results of the Separate
Account investment option(s) selected.
At the Annuity Date, we will apply your Account Value (except as provided in
your Contract) in each Separate Account investment option to the applicable
Annuity table shown in your Contract to determine the dollar amount of the
initial Annuity payment. The Annuity table we use depends on the Annuity Option
chosen. If, as of the Annuity Date, the then current Annuity Option rates
applicable to this class of Contracts provide an initial Annuity payment greater
than that guaranteed under the same Annuity Option table under your Contract, we
will make the greater payment.
We next determine the number of "Annuity Units" for future payments from that
Separate Account investment option. To do this, we divide the dollar amount of
the initial Annuity payment by the applicable Annuity Unit value for that
investment option as of the Annuity Date. The number of Annuity Units remains
fixed during the Annuity Payment period.
Each month after the Annuity Date, we multiply the previously determined number
of Annuity Units by the applicable Separate Account investment option's Annuity
Unit value. (We use the Annuity Unit value at the end of the last Business Day
of the month preceding the month for which the payment is due.) This will be
the dollar amount of the current Annuity payment from that Separate Account
investment option. The total dollar amount of each variable Annuity payment is
the sum of all amounts payable from the selected Separate Account investment
options.
<PAGE>
ANNUITY PROVISIONS (continued)
FIXED ANNUITY
A fixed annuity is a series of payments made after the Annuity Date that we
guarantee as to dollar amount. Fixed annuity payments do not vary with the
investment experience of the Separate Account.
At the Annuity Date, we will apply your Account Value (except as provided in
your Contract) in the Fixed Account to the applicable Annuity table shown in
your Contract to determine the dollar amount of each "fixed" Annuity payment.
(We use your Account Value in the Fixed Account as of the day immediately before
the Annuity Date).
ANNUITY UNIT
The initial value of an Annuity Unit for each Separate Account investment option
was arbitrarily set at $10. After that, the Annuity Unit value for that
Separate Account investment option is determined at the end of each Business
Day.
We determine an Annuity Unit's value by:
. calculating the assets of the applicable Separate Account investment
option that are attributable to Annuity Units;
. subtracting any unpaid daily and annual charges for the Contracts that
are attributable to that investment option;
. subtracting (or adding) any charges (or credits) for taxes that we have
reserved for that investment option;
. dividing the remainder by the number of then outstanding Annuity Units in
that investment option; and
. multiplying the result by a factor that neutralizes the assumed
investment rate of 3% contained in the Contract's annuity tables.
The value of an Annuity Unit will increase or decrease from Business Day to
Business Day, and will differ depending on the Separate Account investment
options selected.
MORTALITY AND EXPENSE GUARANTEE
We guarantee that the dollar amount of each Annuity payment after the Annuity
Date will not be affected by variations in our mortality or expense experience.
FINANCIAL STATEMENTS
The consolidated financial statements of First Variable Life Insurance Company
included herein should be considered only as bearing upon our ability to meet
our obligations under the Contracts.
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Financial Statements
December 31, 1999
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholder of
First Variable Life Insurance Company and
Contract Owners of First Variable Annuity Fund E:
We have audited the accompanying statements of assets and liabilities of each of
the nineteen divisions comprising First Variable Life Insurance Company -First
Variable Annuity Fund E as of December 31, 1999 and the related statements of
operations and changes in net assets for each of the periods indicated in the
year then ended. These financial statements are the responsibility of First
Variable Life Insurance Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The accompanying
statements of changes in net assets of First Variable Life Insurance Company -
First Variable Annuity Fund E for the period ended December 31, 1998 was audited
by other auditors whose report thereon dated March 18, 1999 expressed an
unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
Our procedures included confirmation of the securities owned as of December 31,
1999 by correspondence with the transfer agent. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the nineteen divisions
comprising First Variable Life Insurance Company - First Variable Annuity Fund E
at December 31, 1999, the results of their operations and changes in their net
assets for each of the periods indicated in the year then ended, in conformity
with generally accepted accounting principles.
March 17, 2000
<PAGE>
Report of Independent Auditors
To the Board of Directors of First Variable Life Insurance Company
And Contract Owners of First Variable Annuity Fund E
We have audited the accompanying statement of changes in net assets of First
Variable Life Insurance Company - First Variable Annuity Fund E for the year
ended December 31, 1998. These financial statements are the responsibility of
First Variable Life Insurance Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of the securities owned as of
December 31, 1998, by correspondence and with Variable Investors Series Trust
and Federated Insurance Series Trust. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the changes in its net assets of First Variable Life
Insurance Company - First Variable Annuity Fund E for each of the year ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States.
3 (Continued)
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
----------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World
Money Growth Bond Strategies Equity Bond Equity
Fund II Division Division Division Division Division Division
----------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments in mutual funds
at net asset value (see cost below) $15,556,774 58,115,240 14,377,441 46,077,676 20,880,544 11,542,853 23,456,249
Receivable from First Variable Life
Insurance Company 5,337 11,312 697 -- 12,859 95 --
----------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 15,562,111 58,126,552 14,378,138 46,077,676 20,893,403 11,542,948 23,456,249
----------- ---------- ---------- ---------- ---------- ---------- ----------
Liabilities:
Payable to First Variable Life
Insurance Company -- -- -- 3,335 -- -- 5,531
----------- ---------- ---------- ---------- ---------- ---------- ----------
$15,562,111 58,126,552 14,378,138 46,074,341 20,893,403 11,542,948 23,450,718
=========== ========== ========== ========== ========== ========== ==========
Net Assets:
Annuity contracts in accumulation
period $15,410,217 58,092,361 14,369,723 46,074,341 20,886,477 11,542,948 23,450,718
Annuity contracts in payment period 151,894 34,191 8,415 -- 6,926 -- --
----------- ---------- ---------- ---------- ---------- ---------- ----------
Total net assets $15,562,111 58,126,552 14,378,138 46,074,341 20,893,403 11,542,948 23,450,718
=========== ========== ========== ========== ========== ========== ==========
Investments in mutual funds at cost $15,556,774 46,588,527 14,443,162 37,233,519 18,385,552 12,144,940 16,054,262
=========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------
Growth Small
and Capital
Income Growth
Division Division
----------- ----------
<S> <C> <C>
Assets:
Investments in mutual funds
at net asset value (see cost below) $24,347,339 16,676,794
Receivable from First Variable Life
Insurance Company 11,776 8,721
----------- ----------
Total assets 24,359,115 16,685,515
----------- ----------
Liabilities:
Payable to First Variable Life
Insurance Company -- --
----------- ----------
$24,359,115 16,685,515
=========== ==========
Net Assets:
Annuity contracts in accumulation
period $24,352,881 16,677,690
Annuity contracts in payment period 6,234 7,825
----------- ----------
Total net assets $24,359,115 16,685,515
=========== ==========
Investments in mutual funds at cost $23,490,435 9,614,230
=========== ==========
</TABLE>
See accompanying notes to financial statements.
(continued)
2
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers Lord
AIM American Trust Trust Franklin Abbett
Capital AIM Century Equity Small Cap. Templeton Growth &
Assets: Appreciation Growth VP Value Index Index Int'l Income
------------ --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments in mutual funds
at net asset value (see cost below) $ 4,378,205 5,348,859 1,532,895 3,675,603 486,329 4,154,501 2,624,584
Receivable from First Variable Life
Insurance Company -- -- 84 -- -- -- --
------------ --------- --------- --------- ---------- --------- ---------
Total assets 4,378,205 5,348,859 1,532,979 3,675,603 486,329 4,154,501 2,624,584
------------ --------- --------- --------- ---------- --------- ---------
Liabilities:
Payable to First Variable Life
Insurance Company 394 430 -- 450 68 315 61
------------ --------- --------- --------- ---------- --------- ---------
$ 4,377,811 5,348,429 1,532,979 3,675,153 486,261 4,154,186 2,624,523
============ ========= ========= ========= ========== ========= =========
Net Assets:
Annuity contracts in accumulation
period $ 4,377,811 5,348,429 1,532,979 3,675,153 486,261 4,154,186 2,624,523
Annuity contracts in payment period -- -- -- -- -- -- --
------------ --------- --------- --------- ---------- --------- ---------
Total net assets $ 4,377,811 5,348,429 1,532,979 3,675,153 486,261 4,154,186 2,624,523
============ ========= ========= ========= ========== ========= =========
Investments in mutual funds at cost $ 3,759,447 4,747,845 1,657,934 3,410,180 442,824 3,936,716 2,706,458
============ ========= ========= ========= ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
MFS MFS
New MFS Growth &
Assets: Discovery Growth Income
---------- --------- ---------
<S> <C> <C> <C>
Investments in mutual funds
at net asset value (see cost below) $ 3,849,291 1,693,409 937,930
Receivable from First Variable Life
Insurance Company -- -- --
----------- --------- ---------
Total assets 3,849,291 1,693,409 937,930
----------- --------- ---------
Liabilities:
Payable to First Variable Life
Insurance Company 681 137 20
----------- --------- ---------
$ 3,848,610 1,693,272 937,910
=========== ========= =========
Net Assets:
Annuity contracts in accumulation
period $ 3,848,610 1,693,272 937,910
Annuity contracts in payment period -- -- --
----------- --------- ---------
Total net assets $ 3,848,610 1,693,272 937,910
=========== ========= =========
Investments in mutual funds at cost $ 2,782,448 1,448,157 906,107
=========== ========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Operations
Year ended December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
----------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World
Money Growth Bond Strategies Equity Bond Equity
Fund II Division Division Division Division Division Division
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income - dividends $ 580,112 1,785,401 22,220 1,176,446 399,805 10,295 283,583
---------- ---------- ---------- ---------- ---------- ---------- ----------
Expenses:
Fees paid to First Variable Life
Insurance Company - risk and
administrative charges 174,841 652,229 249,097 566,590 292,504 180,758 265,537
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment income (loss) 405,271 1,133,172 (226,877) 609,856 107,301 (170,463) 18,046
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on fund
shares redeemed -- 2,317,365 (863,209) 2,118,312 512,761 (203,235) (98,507)
Net unrealized appreciation
(depreciation) on investments
during the year -- 10,322,774 1,227,167 6,483,773 1,803,845 (63,719) 8,574,133
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net realized and unrealized
gain (loss) on investments -- 12,640,139 363,958 8,602,085 2,316,606 (266,954) 8,475,626
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
assets resulting from
operations $ 405,271 13,773,311 137,081 9,211,941 2,423,907 (437,417) 8,493,672
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------
Growth Small
and Capital
Income Growth
Division Division
---------- ----------
<S> <C> <C>
Investment income - dividends $ 582,967 --
---------- ----------
Expenses:
Fees paid to First Variable Life
Insurance Company - risk and
administrative charges 372,609 155,114
---------- ----------
Net investment income (loss) 210,358 (155,114)
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on fund
shares redeemed 1,017,551 809,162
Net unrealized appreciation
(depreciation) on investments
during the year (26,770) 6,371,306
---------- ----------
Net realized and unrealized
gain (loss) on investments 990,781 7,180,468
---------- ----------
Net increase (decrease) in net
assets resulting from
operations $1,201,139 7,025,354
========== ==========
</TABLE>
See accompanying notes to financial statements.
(continued)
4
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Operations, continued
Year ended December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers Lord
AIM American Trust Trust Franklin Abbett
Capital AIM Century Equity Small Cap. Templeton Growth &
Appreciation /1/ Growth /1/ VP Value /1/ Index /1/ Index /1/ Int'l /1/ Income /1/
------------ --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income - dividends $ 85,091 174,926 -- 34,171 18,506 -- 204,098
Expenses:
Fees paid to First Variable Life
Insurance Company - risk and
administrative charges 11,611 19,391 9,567 28,591 3,703 16,253 11,984
------------ --------- --------- --------- ---------- --------- ---------
Net investment income (loss) 73,480 155,535 (9,567) 5,580 14,803 (16,253) 192,114
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on fund
shares redeemed 21,379 8,128 (52,953) 218,806 28,092 196,792 (4,107)
Net unrealized appreciation
(depreciation) on investments
during the year 618,758 601,014 (125,039) 265,423 43,504 217,786 (81,874)
------------ --------- --------- --------- ---------- --------- ---------
Net realized and unrealized
gain (loss) on investments 640,137 609,142 (177,992) 484,229 71,596 414,578 (85,981)
------------ --------- --------- --------- ---------- --------- ---------
Net increase (decrease) in net
assets resulting from
operations $ 713,617 764,677 (187,559) 489,809 86,399 398,325 106,133
============ ========= ========= ========= ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
MFS MFS
New MFS Growth &
Discovery /1/ Growth /1/ Income /1/
---------- --------- ---------
<S> <C> <C> <C>
Investment income - dividends $ 67,439 6,029 --
Expenses:
Fees paid to First Variable Life
Insurance Company - risk and
administrative charges 13,543 6,543 4,612
---------- --------- ---------
Net investment income (loss) 53,896 (514) (4,612)
Realized and unrealized gain (loss)
on investments:
Realized gain (loss) on fund
shares redeemed 46,560 15,553 (1,155)
Net unrealized appreciation
(depreciation) on investments
during the year 1,066,842 245,251 31,823
---------- --------- ---------
Net realized and unrealized
gain (loss) on investments 1,113,402 260,804 30,668
---------- --------- ---------
Net increase (decrease) in net
assets resulting from
operations $1,167,298 260,290 26,056
========== ========= =========
</TABLE>
/1/ From commencement of operations, May 1, 1999.
See accompanying notes to financial statements.
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Changes in Net Assets
Year ended December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
Federated High
Prime Income Multiple Matrix
Money Growth Bond Strategies Equity
Fund II Division Division Division Division
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 405,271 1,133,172 (226,877) 609,856 107,301
Realized gain (loss) on fund shares redeemed - 2,317,365 (863,209) 2,118,312 512,761
Net unrealized appreciation (depreciation)
on investments during the period - 10,322,774 1,227,167 6,483,773 1,803,845
------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 405,271 13,773,311 137,081 9,211,941 2,423,907
------------ ----------- ----------- ----------- -----------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 11,151,565 10,337,970 2,820,608 7,361,146 2,374,837
Policy contract charges (6,030) (25,134) (8,158) (20,628) (11,428)
Cost of accumulation units terminated
and exchanged (4,839,247) (7,171,267) (8,399,292) (8,115,511) (3,467,538)
------------ ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from contract owner transactions 6,306,288 3,141,569 (5,586,842) (774,993) (1,104,129)
------------ ----------- ----------- ----------- -----------
Increase (decrease) in net assets 6,711,559 16,914,880 (5,449,761) 8,436,948 1,319,778
Net assets at beginning of period 8,850,552 41,211,672 19,827,899 37,637,393 19,573,625
------------ ----------- ----------- ----------- -----------
Net assets at end of period $ 15,562,111 58,126,552 14,378,138 46,074,341 20,893,403
============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
U.S.
Government World Growth & Small Cap.
Bond Equity Income Growth
Division Division Division Division
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Net investment income $ (170,463) 18,046 210,358 (155,114)
Realized gain (loss) on fund shares redeemed (203,235) (98,507) 1,017,551 809,162
Net unrealized appreciation (depreciation)
on investments during the period (63,719) 8,574,133 (26,770) 6,371,306
----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations (437,417) 8,493,672 1,201,139 7,025,354
----------- ----------- ----------- -----------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 1,660,591 2,033,053 5,294,659 837,188
Policy contract charges (4,806) (8,664) (12,586) (7,047)
Cost of accumulation units terminated
and exchanged (2,739,148) (8,317,041) (6,950,267) (3,678,845)
----------- ----------- ----------- -----------
Increase (decrease) in net assets
from contract owner transactions (1,083,363) (6,292,652) (1,668,194) (2,848,704)
----------- ----------- ----------- -----------
Increase (decrease) in net assets (1,520,780) 2,201,020 (467,055) 4,176,650
Net assets at beginning of period 13,063,728 21,249,698 24,826,170 12,508,865
----------- ----------- ----------- -----------
Net assets at end of period $11,542,948 23,450,718 24,359,115 16,685,515
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
(continued)
6
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Changes in Net Assets, continued
Year ended December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers
AIM American Trust Trust
Capital AIM Century VP Equity Small Cap
Appreciation/(1)/ Growth/(1)/ Value/(1)/ Index/(1)/ Index/(1)/
----------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 73,480 155,535 (9,567) 5,580 14,803
Realized gain (loss) on fund shares redeemed 21,379 8,128 (52,953) 218,806 28,092
Net unrealized appreciation (depreciation) on
investments during the period 618,758 601,014 (125,039) 265,423 43,504
----------- ----------- ---------- ---------- ----------
Net increase (decrease) in net assets
resulting from operations 713,617 764,677 (187,559) 489,809 86,399
----------- ----------- ---------- ---------- ----------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 3,721,631 4,634,500 1,744,279 4,161,459 409,599
Policy contract charges (83) (346) (97) (463) (30)
Cost of accumulation units terminated and exchanged (57,354) (50,402) (23,644) (975,652) (9,707)
----------- ----------- ---------- ---------- ----------
Increase (decrease) in net assets from contract
owner transactions 3,664,194 4,583,752 1,720,538 3,185,344 399,862
----------- ----------- ---------- ---------- ----------
Increase (decrease) in net assets 4,377,811 5,348,429 1,532,979 3,675,153 486,261
Contract owners' equity at beginning of period - - - - -
----------- ----------- ---------- ---------- ----------
Contract owners' equity at end of period $ 4,377,811 5,348,429 1,532,979 3,675,153 486,261
=========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Lord
Franklin Abbett MFS MFS
Templeton Growth & New MFS Growth &
Int'l/(1)/ Income Discovery/(1)/ Growth/(1)/ Income/(1)/
----------- ---------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ (16,253) 192,114 53,896 (514) (4,612)
Realized gain (loss) on fund shares redeemed 196,792 (4,107) 46,560 15,553 (1,155)
Net unrealized appreciation (depreciation) on
investments during the period 217,786 (81,874) 1,066,842 245,251 31,823
---------- --------- --------- --------- -------
Net increase (decrease) in net assets
resulting from operations 398,325 106,133 1,167,298 260,290 26,056
---------- --------- --------- --------- -------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 3,832,214 2,556,744 2,765,457 1,502,509 916,030
Policy contract charges (144) (108) (290) (70) (41)
Cost of accumulation units terminated and exchanged (76,209) (38,246) (83,855) (69,457) (4,135)
---------- --------- --------- --------- -------
Increase (decrease) in net assets from
contract owner transactions 3,755,861 2,518,390 2,681,312 1,432,982 911,854
---------- --------- --------- --------- -------
Increase (decrease) in net assets 4,154,186 2,624,523 3,848,610 1,693,272 937,910
Contract owners' equity at beginning of period - - - - -
---------- --------- --------- --------- -------
Contract owners' equity at end of period $4,154,186 2,624,523 3,848,610 1,693,272 937,910
========== ========= ========= ========= =======
</TABLE>
(1) From commencement of operations, May 1, 1999.
See accompanying notes to financial statements.
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Statements of Changes in Net Assets
Year ended December 31, 1998
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
Federated High
Prime Income Multiple Matrix
Money Growth Bond Strategies Equity
Fund II Division Division Division Division
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 368,178 4,158,668 1,301,872 1,888,469 791,563
Realized gain (loss) on fund shares redeemed - 7,112,929 533,356 4,599,401 872,436
Net unrealized appreciation (depreciation)
on investments during the period - (1,318,859) (1,484,495) 1,734,525 1,260,326
------------ ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 368,178 9,952,738 350,733 8,222,395 2,924,325
------------ ----------- ----------- ----------- -----------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 8,682,394 4,781,700 5,374,821 3,898,136 5,265,161
Cost of accumulation units terminated
and exchanged (9,536,847) (5,858,088) (2,355,028) (5,723,614) (1,852,605)
------------ ----------- ----------- ----------- -----------
Increase (decrease) in net assets
from contract owner transactions (854,453) (1,076,388) 3,019,793 (1,825,478) 3,412,556
------------ ----------- ----------- ----------- -----------
Increase (decrease) in net assets (486,275) 8,876,350 3,370,526 6,396,917 6,336,881
Net assets at beginning of period 9,336,827 32,335,322 16,457,373 31,240,476 13,236,744
------------ ----------- ----------- ----------- -----------
Net assets at end of period $ 8,850,552 41,211,672 19,827,899 37,637,393 19,573,625
============ =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
U.S.
Government World Growth & Small Cap
Bond Equity Income Growth
Division Division Division Division
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Net investment income $ 615,610 1,424,932 383,220 (189,395)
Realized gain (loss) on fund shares redeemed 258,304 (384,016) 2,072,741 (771,931)
Net unrealized appreciation (depreciation)
on investments during the period (344,581) (62,724) (808,198) 567,044
----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 529,333 978,192 1,647,763 (394,282)
----------- ----------- ----------- -----------
From contract owner transactions:
Net proceeds from sale or transfer of
accumulation units 5,939,476 1,306,839 9,202,472 1,327,241
Cost of accumulation units terminated
and exchanged (1,173,648) (3,800,525) (5,983,494) (5,645,369)
----------- ----------- ----------- -----------
Increase (decrease) in net assets
from contract owner transactions 4,765,828 (2,493,686) 3,218,978 (4,318,128)
----------- ----------- ----------- -----------
Increase (decrease) in net assets 5,295,161 (1,515,494) 4,866,741 (4,712,410)
Net assets at beginning of period 7,768,567 22,765,192 19,959,429 17,221,275
----------- ----------- ----------- -----------
Net assets at end of period $13,063,728 21,249,698 24,826,170 12,508,865
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
(1) Organization
First Variable Annuity Fund E (the Fund) is a segregated account of First
Variable Life Insurance Company (First Variable Life) and is registered as
a unit investment trust under the Investment Company Act of 1940, amended
(the 1940 Act). Eight of the investment divisions of the Fund are invested
solely in the shares of the eight corresponding portfolios of the Variable
Investors Series Trust (the Trust), a no-load, diversified, open-end,
series management investment company registered under the 1940 Act. The
remaining eleven investment divisions are invested in the Federated Prime
Money Fund II (Federated), AIM Capital Appreciation, AIM Growth, American
Century VP Value, Bankers Trust Equity Index, Bankers Trust Small Cap.
Index, Franklin Templeton International, Lord Abbett Growth & Income, MFS
New Discovery, MFS Growth, and MFS Growth & Income, which are open end
management investment companies. Under applicable insurance law, the assets
and liabilities of the Fund are clearly identified and distinguished from
the other assets and liabilities of First Variable Life. The Fund cannot be
charged with liabilities arising out of any other business of First
Variable Life.
First Variable Life is a wholly owned subsidiary of ILona Financial Group,
Inc. (ILona) (previously Irish Life of North America, Inc.) ILona is a
subsidiary of Irish Life, plc located in Dublin, Ireland. During 1999 Irish
Life plc merged with Irish Permanent plc to form Irish Life & Permanent
plc. First Variable Life is domiciled in the State of Arkansas.
The assets of the Fund are not available to meet the general obligations of
First Variable Life or ILona, and are held for the exclusive benefit of the
contract owners participating in the Fund.
(2) Significant Accounting Policies
The following is a summary of significant accounting policies followed by
the Fund in preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
Investments
The Fund's investments in the corresponding series of mutual funds are
stated at the net asset values of the respective series, which
approximates fair value, per share of the respective portfolios.
Investment transactions are accounted for on the date the shares are
purchased or sold. The cost of shares sold and redeemed is determined
on the first in, first out method. Dividends and capital gain
distributions received from the mutual funds are reinvested in
additional shares of the respective mutual funds and are recorded as
income by the Fund on the ex-dividend date.
Federal Income Taxes
For Federal income tax purposes, operations of the Fund are combined
with those of First Variable Life, which is taxed as a life insurance
company. First Variable Life anticipates no tax liability resulting
from the operations of the Fund. Therefore, no provision for income
taxes has been charged against the Fund.
9
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
Contracts in Annuity Payment Period
Annuity reserves are computed for currently payable contracts
according to the 1983 Individual Annuity Mortality Table, using an
assumed investment return (AIR) equal to the AIR of the specific
contracts, which varies between 3% and 4%. Charges to annuity reserves
for mortality and risk expense are reimbursed to First Variable Life
if the reserves required are less than originally estimated. If
additional reserves are required, First Variable Life reimburses the
account.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Other
Certain 1998 information has been restated to conform to the 1999
presentation.
10
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
(3) Investments
The following table presents selected data for investments in each of the
divisions of the Fund at December 31, 1999:
<TABLE>
<CAPTION>
Number Net
of asset
shares Cost value
---------- ------------- ----------
<S> <C> <C> <C>
Federated Prime Money Fund II 15,556,774 $ 15,556,774 15,556,774
Growth Division 1,096,014 46,588,527 58,115,240
High Income Bond Division 1,542,460 14,443,162 14,377,441
Multiple Strategies Division 2,158,706 37,233,519 46,077,676
Matrix Equity Division 1,140,058 18,385,552 20,880,544
U.S. Government Bond Division 1,140,777 12,144,940 11,542,853
World Equity Division 1,125,272 16,054,262 23,456,249
Growth and Income Division 1,472,136 23,490,435 24,347,339
Small Capital Growth Division 611,670 9,614,230 16,676,794
AIM Growth Division 165,856 4,747,845 5,348,859
AIM Capital Appreciation 123,052 3,759,447 4,378,205
American Century VP Value 257,629 1,657,934 1,532,895
Bankers Trust Equity Index 242,135 3,410,180 3,675,603
Bankers Trust Small Cap Index 41,889 442,824 486,329
Franklin Templeton Int'l 187,732 3,936,716 4,154,501
Lord Abbett Growth & Income 118,438 2,706,458 2,624,584
MFS New Discovery 222,889 2,782,448 3,849,291
MFS Growth 121,391 1,448,157 1,693,409
MFS Growth and Income 44,014 906,107 937,930
========== ============= ==========
</TABLE>
11
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
(4) Net Assets
Variable annuity net assets at December 31, 1999 consists of the following:
<TABLE>
<CAPTION>
Accumulation Accumulation 1999 total
units unit value Net assets return
------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Vista 1 and Vista 2 policies:
Federated Prime Money Fund II 137,314 16.533772 $ 2,270,319 3.30%
Growth Division 115,059 58.029317 6,676,813 32.86
High Income Bond Division 36,035 26.265429 946,480 0.56
Multiple Strategies Division 166,027 46.983972 7,800,612 26.41
Matrix Equity Division 54,159 42.441805 2,298,617 12.72
U.S. Government Bond Division 81,995 21.132750 1,732,785 -3.11
World Equity Division 88,672 31.196191 2,766,218 53.53
Growth and Income Division 26,078 18.350451 478,547 4.95
Small Capital Growth Division 18,053 27.665892 499,446 78.42
Cap Five and Vista policies:
Federated Prime Money Fund II 674,538 13.316046 8,982,182 3.15
Growth Division 792,620 44.967350 35,642,016 32.66
High Income Bond Division 482,576 20.916217 10,093,659 0.41
Multiple Strategies Division 688,998 39.022082 26,886,140 26.22
Matrix Equity Division 450,299 32.272428 14,532,240 12.56
U.S. Government Bond Division 245,250 17.148125 4,205,576 -3.26
World Equity Division 593,795 28.015171 16,635,256 53.30
Growth and Income Division 929,138 18.224598 16,933,169 4.79
Small Capital Growth Division 428,465 27.476125 11,772,545 77.79
AIM Growth 250,554 12.532899 3,140,162 25.33*
AIM Capital Appreciation 61,729 13.933701 860,110 39.34*
American Century VP Value 89,411 9.082134 812,042 -9.18*
Bankers Trust Equity Index 167,026 10.969502 1,832,193 9.70*
Bankers Trust Small Cap Index 17,275 11.638026 201,046 16.38*
Franklin Templeton Int'l 75,442 11.191009 844,269 11.91*
Lord Abbett Growth & Income 112,473 10.487787 1,179,593 4.88*
MFS New Discovery 98,099 16.295699 1,598,596 62.96*
MFS Growth 78,021 13.869929 1,082,150 38.70*
MFS Growth & Income 40,196 10.183597 409,341 1.84*
FPA 2 policies - Growth Division 13,468 65.422492 881,086 33.00
========= ============ ============ ==========
</TABLE>
* Returns for periods less than one
year are not annualized
12
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
<TABLE>
<CAPTION>
Accumulation Accumulation 1999 total
units unit value Net assets return
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Cap No-load and Cap Six policies:
Federated Prime Money Fund II 376,738 11.439276 $ 4,309,610 3.05%
Growth Division 560,375 26.636872 14,926,637 32.53
High Income Bond Division 256,064 13.035800 3,337,999 0.31
Multiple Strategies Division 499,905 22.779506 11,387,589 26.09
Matrix Equity Division 230,160 17.650965 4,062,546 12.44
U.S. Government Bond Division 488,100 11.482456 5,604,587 -3.36
World Equity Division 207,955 19.471732 4,049,244 53.15
Growth and Income Division 403,888 17.201301 6,947,399 4.69
Small Capital Growth Division 201,290 21.926196 4,413,524 77.98
AIM Growth 176,316 12.524484 2,208,267 25.24*
AIM Capital Appreciation 252,629 13.924375 3,517,701 39.24*
American Century VP Value 79,433 9.076039 720,937 -9.24*
Bankers Trust Equity Index 168,120 10.962170 1,842,960 9.62*
Bankers Trust Small Cap Index 24,524 11.630036 285,215 16.30*
Franklin Templeton Int'l 295,964 11.183543 3,309,917 11.84*
Lord Abbett Growth & Income 137,865 10.480760 1,444,930 4.81*
MFS New Discovery 138,167 16.284742 2,250,014 62.85*
MFS Growth 44,090 13.860785 611,122 38.61*
MFS Growth & Income 51,939 10.176727 528,569 1.77*
============ ============ ========== ==========
</TABLE>
* Returns for periods less than one
year are not annualized
13
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
(5) Purchases and Sales of Securities
Cost of purchases and proceeds from sales of each mutual fund during the
year ended December 31, 1999 are shown below:
<TABLE>
<CAPTION>
Proceeds
Purchases from sale
------------ ----------
<S> <C> <C>
Federated Prime Money Market II $42,449,629 35,743,407
Growth Division 16,732,535 12,466,349
High Income Bond Division 8,801,469 14,615,631
Multiple Strategies Division 15,385,299 15,537,954
Matrix Equity Division 4,921,958 5,924,615
U.S. Government Bond Division 3,416,459 4,670,380
World Equity Division 4,663,394 10,932,468
Growth and Income Division 7,335,649 8,799,548
Small Capital Growth Division 5,583,682 8,596,221
AIM Growth 4,887,798 148,081
AIM Capital Appreciation 7,887,230 4,149,162
American Century VP Value 2,226,304 515,417
Bankers Trust Equity Index 7,042,195 3,850,822
Bankers Trust Small Cap Index 1,082,605 668,053
Franklin Templeton Int'l 10,082,786 6,342,682
Lord Abbett Growth & Income 2,858,918 148,354
MFS New Discovery 3,258,454 522,566
MFS Growth 1,572,101 139,497
MFS Growth & Income 971,652 64,391
=========== ==========
</TABLE>
(6) Expenses
As more fully disclosed in the prospectus, First Variable Life charges the
Fund, based on the value of the Fund, various fees. For FPA 2 policies,
First Variable Life charges the fund at an annual rate of .6% for mortality
risks, .15% for distribution expense risks, and .40% for administrative
expense risks. First Variable Life charges the Fund, based on the value of
the Fund, at an annual rate of .75% for mortality expense risks and .50%
for administrative expense risks on Vista 1 and Vista 2 policies. First
Variable Life charges the Fund, based on the value of the Fund, at an
annual rate of .85% for mortality risks, .40% for expense risks, and .15%
for administrative charges on Cap Five and Vista policies. First Variable
Life charges the fund, based on the value of the Fund, at an annual rate of
.85% for mortality risks, .40% for expense risks, and .25% for
administrative charges on Cap No-load and Cap Six policies. Total charges
to the Fund for Cap Five, Cap Six and Vista policies for the year ended
December 31, 1999 was $1,974,087, $737,545, and $323,445, respectively.
14
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
FIRST VARIABLE ANNUITY FUND E
Notes to Financial Statements
December 31, 1999
(7) Diversification Requirements
Under the provisions of Section 817(h) of the Internal Revenue Code (the
Code), a variable annuity contract, other than a contract issued in
connection with certain types of employee benefits plans, will not be
treated as an annuity contract for federal tax purposes for any period for
which the investments of the segregated asset account on which the contract
is based are not adequately diversified. The Code provides that the
"adequately diversified" requirement may be met if the underlying
investments satisfy either a statutory safe harbor test or diversification
requirements set forth in regulations issued by the Secretary of Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. First Variable Life believes that the Fund satisfies the current
requirements of the regulations, and it intends that the Fund will continue
to meet such requirements.
(8) Principal Underwriter and General Distributor
First Variable Capital Services, Inc., a wholly owned subsidiary of First
Variable Life, is principal underwriter and general distributor of the
contracts issued through the Fund.
(9) Year 2000 Issues (Unaudited)
Like other financial and business organizations around the world, First
Variable Life could have been adversely affected if its computer systems
and those of its service providers did not properly process and calculate
date-related information and data from and after January 1, 2000. The
Company did not experience any problems related to the year 2000 issue.
15
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Financial Statements
December 31, 1999
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholder of First Variable
Life Insurance Company and Contract
Owners of Separate Account VL:
We have audited the accompanying statements of assets and liabilities of each of
the nineteen divisions comprising First Variable Life Insurance Company -
Separate Account VL, as of December 31, 1999 and the related statements of
operations and changes in net assets for each of the periods indicated in the
year then ended. These financial statements are the responsibility of the First
Variable Life Insurance Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The accompanying
statements of operations and changes in net assets of First Variable Life
Insurance Company - Separate Account VL for the periods ended December 31, 1998
and 1997, were audited by other auditors whose reports thereon dated March 18,
1999 and January 30, 1998, respectively, expressed unqualified opinions on those
statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
Our procedures included confirmation of the securities owned as of December 31,
1999 by correspondence with the transfer agent. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of the nineteen divisions
comprising First Variable Life Insurance Company - Separate Account VL as of
December 31, 1999 and the results of their operations and changes in their net
assets for each of the periods indicated in the year then ended, in conformity
with generally accepted accounting principles.
March 17, 2000
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to financial statements
December 31, 1999
Report of Independent Auditors
To the Board of Directors of First Variable Life Insurance Company
And Contract Owners of Separate Account VL
We have audited the accompanying statement of operations and the statements of
changes in net assets of First Variable Life Insurance Company - Separate
Account VL for the year ended December 31, 1998 and for the period from March
31, 1997 (commencement of operations) through December 31, 1997. These financial
statements are the responsibility of First Variable Life Insurance Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. Our procedures included confirmation of the securities
owned as of December 31, 1998, by correspondence and with Variable Investors
Series Trust and Federated Insurance Series Trust. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and changes in its net assets
of First Variable Life Insurance Company - Separate Account VL for the year
ended December 31, 1998 and for the period from March 31, 1997 through December
31, 1997 in conformity with accounting principles generally accepted in the
United States.
3
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
Federated High
Prime Income Multiple Matrix
Money Growth Bond Strategies Equity
Fund II Division Division Division Division
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments in mutual funds at net
asset value (see cost below) $2,568,867 5,329,302 866,663 3,096,291 947,085
Receivable from First Variable Life Insurance Company 150 117 25 - -
---------- --------- ------- --------- -------
Total assets 2,569,017 5,329,419 866,688 3,096,291 947,085
---------- --------- ------- --------- -------
Liabilities:
Payable to First Variable Life Insurance Company - - 163 995 35
---------- --------- ------- --------- -------
Net Assets:
Contracts in accumulation period $2,569,017 5,329,419 866,525 3,095,296 947,050
========== ========= ======= ========= =======
Investments in mutual funds at cost $2,568,867 4,127,651 871,707 2,466,990 849,783
========== ========= ======= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------------
U.S.
Government World Growth & Small Cap
Bond Equity Income Growth
Division Division Division Division
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Asset:
Investments in mutual funds at net $537,841 1,379,938 2,699,557 2,361,710
asset value (see cost below)
Receivable from First Variable Life Insurance Company 19 - - -
-------- --------- --------- ---------
Total assets 537,860 1,379,938 2,699,557 2,361,710
-------- --------- --------- ---------
Liabilities:
Payable to First Variable Life Insurance Company - 181 229 330
-------- --------- --------- ---------
Net Assets:
Contracts in accumulation period $537,860 1,379,777 2,699,328 2,361,380
======== ========= ========= =========
Investments in mutual funds at cost $559,380 962,958 2,608,323 1,523,673
======== ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
(continued)
2
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers Lord
AIM American Trust Trust Franklin Abbett
Capital AIM Century Equity Small Cap Templeton Growth &
Assets: Appreciation Growth VP Value Index Index Int'l Income
------------ --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments in mutual funds
at net asset value (see cost below) $ 855,683 787,434 131,270 604,771 83,154 223,876 276,330
Receivable from First Variable Life
Insurance Company -- -- -- -- -- -- --
------------ --------- --------- --------- ---------- --------- ---------
Total assets 855,683 787,434 131,270 604,771 83,154 223,876 276,330
------------ --------- --------- --------- ---------- --------- ---------
Liabilities:
Payable to First Variable Life
Insurance Company 57 27 -- 17 7 12 5
------------ --------- --------- --------- ---------- --------- ---------
Net Assets:
Contracts in accumulation period $ 855,626 787,407 131,270 604,754 83,147 223,864 276,325
============ ========= ========= ========= ========== ========= =========
Investments in mutual funds at cost $ 692,921 714,838 135,691 566,121 76,895 204,608 282,696
============ ========= ========= ========= ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
MFS MFS
New MFS Growth &
Assets: Discovery Growth Income
---------- --------- ---------
<S> <C> <C> <C>
Investments in mutual funds
at net asset value (see cost below) $ 1,202,779 375,366 175,333
Receivable from First Variable Life
Insurance Company -- -- --
----------- --------- ---------
Total assets 1,202,779 375,366 175,333
----------- --------- ---------
Liabilities:
Payable to First Variable Life
Insurance Company 122 16 3
----------- --------- ---------
Net Assets:
Contracts in accumulation period $ 1,202,657 375,350 175,330
=========== ========= =========
Investments in mutual funds at cost $ 913,031 323,027 166,449
=========== ========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Operations
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
-----------------------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World Growth & Small Cap
Money Growth Bond Strategies Equity Bond Equity Income Growth
Fund II Division Division Division Division Division Division Division Division
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income - dividends $ 44,679 152,557 1,056 62,209 17,887 557 14,884 54,126 -
Expenses:
Risk and administrative charges 7,366 31,977 6,999 17,899 8,109 5,068 8,142 20,464 10,815
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net investment income (loss) 37,313 120,580 (5,943) 44,310 9,778 (4,511) 6,742 33,662 (10,815)
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Realized and unrealized gain
(loss) on investments:
Realized gain (loss) on fund
shares redeemed - 173,816 (15,184) 72,126 90,107 (1,918) (8,790) 46,398 52,814
Net unrealized appreciation
(depreciation) on investments
during the year - 962,384 28,703 470,437 27,164 (8,304) 484,769 21,225 762,445
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net realized and unrealized
gain (loss) on investments - 1,136,200 13,519 542,563 117,271 (10,222) 475,979 67,623 815,259
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net increase in net assets
resulting from operations $ 37,313 1,256,780 7,576 586,873 127,049 (14,733) 482,721 101,285 804,444
========= ========= ======== ========== ======== ========== ======== ======== =========
</TABLE>
See accompanying notes to financial statements.
(continued)
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Operations, continued
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers
AIM American Trust Trust
Capital AIM Century Equity Small Cap
Appreciation/(1)/ Growth/(1)/ VP Value/(1)/ Index/(1)/ Index/(1)/
----------------- ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment income - dividends $ 18,462 24,182 - 5,764 3,259
Expenses:
Risk and administrative charges 1,752 1,110 237 1,089 177
----------------- ----------- ------------- ------------ ------------
Net investment income (loss) 16,710 23,072 (237) 4,675 3,082
----------------- ----------- ------------- ------------ ------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) on fund shares redeemed 9,088 5,085 (798) 2,122 737
Net unrealized appreciation (depreciation)
on investments during the year 162,762 72,596 (4,421) 38,649 6,259
----------------- ----------- ------------- ------------ ------------
Net realized and unrealized gain (loss)
on investments 171,850 77,681 (5,219) 40,771 6,996
----------------- ----------- ------------- ------------ ------------
Net increase in net assets
resulting from operations $ 188,560 100,753 (5,456) 45,446 10,078
================= =========== ============= ============ ============
<CAPTION>
Lord
Franklin Abbett MFS MFS
Templeton Growth & New MFS Growth
Int'l/(1)/ Income/(1)/ Discovery/(1)/ Growth/(1)/ & Income/(1)/
------------ ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Investment income - dividends $ - 19,983 20,653 1,314 -
Expenses:
Risk and administrative charges 310 477 2,204 641 411
------------ ------------ -------------- ----------- -------------
Net investment income (loss) (310) 19,506 18,449 673 (411)
------------ ------------ -------------- ----------- -------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) on fund shares redeemed 413 (60) 54,221 8,414 (910)
Net unrealized appreciation (depreciation)
on investments during the year 19,268 (6,366) 289,747 52,339 8,884
------------ ------------ -------------- ----------- -------------
Net realized and unrealized gain (loss)
on investments 19,681 (6,426) 343,968 60,753 7,974
------------ ------------ -------------- ----------- -------------
Net increase in net assets
resulting from operations $ 19,371 13,080 362,417 61,426 7,563
============ ============ ============== =========== =============
</TABLE>
(1) From commencement of operations, May 1, 1999.
See accompanying notes to financial statements.
5
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Operations
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Variable Investors Series Trust
-----------------------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World Growth & Small Cap
Money Growth Bond Strategies Equity Bond Equity Income Growth
Fund II Division Division Division Division Division Division Division Division
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income - dividends $ 7,278 279,822 65,715 74,553 51,886 26,915 62,622 54,802 -
Expenses:
Risk and administrative charges 1,678 20,578 10,849 10,684 8,453 2,724 7,724 18,507 11,421
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net investment income (loss) 5,600 259,244 54,866 63,869 43,433 24,191 54,898 36,295 (11,421)
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Realized and unrealized gain
(loss) on investments:
Realized gain (loss) on fund
shares redeemed - (6,830) (26,762) 24,546 (33,571) 124 (31,647) 3,233 (79,910)
Net unrealized appreciation
(depreciation) on investments
during the year - 299,094 4,432 186,414 116,810 (8,920) (11,058) 108,532 117,155
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net realized and unrealized
gain (loss) on investments - 292,264 (22,330) 210,960 83,239 (8,796) (42,705) 111,765 37,245
--------- --------- -------- ---------- -------- ---------- -------- -------- ---------
Net increase in net assets
resulting from operations $ 5,600 551,508 32,536 274,829 126,672 15,395 12,193 148,060 25,824
========= ========= ======== ========== ======== ========== ======== ======== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Operations
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------------------------------------
Federated High
Prime Income Multiple Matrix
Money Growth Bond Strategies Equity
Fund II/(1)/ Division/(1)/ Division/(1)/ Division/(1)/ Division/(1)/
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income - dividends $ 1,324 55,535 47,215 29,289 51,350
Expenses:
Risk and administrative charges 664 5,513 3,913 2,033 1,218
------------ ------------- ------------- ------------- -------------
Net investment income (loss) 660 50,022 43,302 27,256 50,132
------------ ------------- ------------- ------------- -------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) on fund shares redeemed - 6,149 4,237 4,035 1,214
Net unrealized appreciation (depreciation)
on investments during the year - (59,827) (38,178) (27,549) (46,673)
------------ ------------- ------------- ------------- -------------
Net realized and unrealized gain (loss)
on investments - (53,678) (33,941) (23,514) (45,459)
------------ ------------- ------------- ------------- -------------
Net increase in net assets
resulting from operations $ 660 (3,656) 9,361 3,742 4,673
============ ============= ============= ============= =============
<CAPTION>
Variable Investors Series Trust
-------------------------------------------------------------
U.S.
Government World Growth & Small Cap
Bond Equity Income Growth
Division/(1)/ Division/(1)/ Division/(1)/ Division/(1)/
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Investment income - dividends $ 6,135 48,451 61,509 18,164
Expenses:
Risk and administrative charges 664 2,723 4,778 3,925
------------- ------------- ------------- -------------
Net investment income (loss) 5,471 45,728 56,731 14,239
------------- ------------- ------------- -------------
Realized and unrealized gain (loss) on investments:
Realized gain (loss) on fund shares redeemed 115 1,148 9,851 4,242
Net unrealized appreciation (depreciation)
on investments during the year (4,328) (56,711) (38,508) (41,563)
------------- ------------- ------------- -------------
Net realized and unrealized gain (loss)
on investments (4,213) (55,563) (28,657) (37,321)
------------- ------------- ------------- -------------
Net increase in net assets
resulting from operations $ 1,258 (9,835) 28,074 (23,082)
============= ============= ============= =============
</TABLE>
/(1)/ Commenced operations on March 31, 1997.
See accompanying notes to financial statements.
7
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Changes in Net Assets
Year ended December 31, 1999
<TABLE>
<CAPTION>
Variable Investors Series Trust
----------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World
Money Growth Bond Strategies Equity Bond Equity
Fund II Division Division Division Division Division Division
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 37,313 120,580 (5,943) 44,310 9,778 (4,511) 6,742
Realized gain (loss) on fund
shares redeemed -- 173,816 (15,184) 72,126 90,107 (1,918) (8,790)
Net unrealized appreciation
(depreciation) on investments
during the year -- 962,384 28,703 470,437 27,164 (8,304) 484,769
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in
net assets resulting from
operations 37,313 1,256,780 7,576 586,873 127,049 (14,733) 482,721
---------- ---------- ---------- ---------- ---------- ---------- ----------
From contract owner transactions:
Net proceeds from sale of
accumulated units 2,178,938 1,872,594 287,234 1,439,854 383,574 132,520 219,476
Policy contract charges (57,986) (154,862) (23,223) (78,283) (46,124) (42,211) (35,328)
Cost of accumulation units
terminated and exchanged (9,211) (159,996) (158,212) (165,432) (723,802) (8,290) (109,769)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets from contract owner
transactions 2,111,741 1,557,736 105,799 1,196,139 (386,352) 82,019 74,379
---------- ---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets 2,149,054 2,814,516 113,375 1,783,012 (259,303) 67,286 557,100
Net assets at beginning of year 419,963 2,514,903 753,150 1,312,284 1,206,353 470,574 822,677
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets at end of year $2,569,017 5,329,419 866,525 3,095,296 947,050 537,860 1,379,777
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------
Growth Small
& Cap.
Income Growth
Division Division
---------- ----------
<S> <C> <C>
Operations:
Net investment income $ 33,662 (10,815)
Realized gain (loss) on fund
shares redeemed 46,398 52,814
Net unrealized appreciation
(depreciation) on investments
during the year 21,225 762,445
--------- ----------
Net increase (decrease) in
net assets resulting from
operations 101,285 804,444
--------- ----------
From contract owner transactions:
Net proceeds from sale of
accumulated units 793,471 235,042
--------- ----------
Policy contract charges (87,844) (60,477)
Cost of accumulation units
terminated and exchanged (105,075) (168,906)
--------- ----------
Increase (decrease) in net
assets from contract owner
transactions 600,552 5,659
--------- ----------
Increase (decrease) in net
assets 701,837 810,103
Net assets at beginning of year 1,997,491 1,551,277
--------- ----------
Net assets at end of year $2,699,328 2,361,380
========== ==========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VL
Statements of Changes in Net Assets, continued
Year ended December 31, 1999
<TABLE>
<CAPTION>
Bankers Bankers
AIM American Trust Trust
Capital AIM Century Equity Small Cap
Appreciation/(1)/ Growth/(1)/ VP Value/(1)/ Index/(1)/ Index/(1)/
----------------- ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 16,710 23,072 (237) 4,675 3,082
Realized gain (loss) on fund shares redeemed 9,088 5,085 (798) 2,122 737
Net unrealized appreciation (depreciation)
on investments during the year 162,762 72,596 (4,421) 38,649 6,259
---------------- ----------- ------------- ------------ ------------
Net increase (decrease) in net assets
resulting from operations 188,560 100,753 (5,456) 45,446 10,078
---------------- ----------- ------------- ------------ ------------
From contract owner transactions:
Net proceeds from sale of accumulated units 690,836 715,287 144,669 589,275 76,014
Policy contract charges (10,764) (15,321) (3,720) (12,584) (2,932)
Cost of accumulation units terminated
and exchanged (13,006) (13,312) (4,223) (17,383) (13)
---------------- ----------- ------------- ------------ ------------
Increase (decrease) in net assets
from contract owner transactions 667,066 686,654 136,726 559,308 73,069
---------------- ----------- ------------- ------------ ------------
Increase (decrease) in net assets 855,626 787,407 131,270 604,754 83,147
Net assets at beginning of year - - - - -
---------------- ----------- ------------- ------------ ------------
Net assets at end of year $ 855,626 787,407 131,270 604,754 83,147
================= =========== ============= ============ ============
<CAPTION>
Lord
Franklin Abbett MFS MFS
Templeton Growth & New MFS Growth
Int'l./(1)/ Income/(1)/ Discovery/(1)/ Growth/(1)/ & Income/(1)/
------------ ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Operations:
Net investment income $ (310) 19,506 18,449 673 (411)
Realized gain (loss) on fund shares redeemed 413 (60) 54,221 8,414 (910)
Net unrealized appreciation (depreciation)
on investments during the year 19,268 (6,366) 289,747 52,339 8,884
------------ ------------ -------------- ----------- -------------
Net increase (decrease) in net assets
resulting from operations 19,371 13,080 362,417 61,426 7,563
------------ ------------ -------------- ----------- -------------
From contract owner transactions:
Net proceeds from sale of accumulated units 216,441 275,012 1,021,413 321,047 179,818
Policy contract charges (5,579) (5,410) (12,314) (6,982) (7,005)
Cost of accumulation units terminated
and exchanged (6,369) (6,357) (168,859) (141) (5,046)
------------ ------------ -------------- ----------- -------------
Increase (decrease) in net assets
from contract owner transactions 204,493 263,245 840,240 313,924 167,767
------------ ------------ -------------- ----------- -------------
Increase (decrease) in net assets 223,864 276,325 1,202,657 375,350 175,330
Net assets at beginning of year - - - - -
------------ ------------ -------------- ----------- -------------
Net assets at end of year $ 223,864 276,325 1,202,657 375,350 175,330
============ ============ ============== =========== =============
</TABLE>
(1) From commencement of operations, May 1, 1999.
See accompanying notes to financial statements.
9
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Statements of Changes in Net Assets
Year ended December 31, 1998
<TABLE>
<CAPTION>
Variable Investors Series Trust
----------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government World
Money Growth Bond Strategies Equity Bond Equity
Fund II Division Division Division Division Division Division
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 5,600 259,244 54,866 63,869 43,433 24,191 54,898
Realized gain (loss) on fund
shares redeemed -- (6,830) (26,762) 24,546 (33,571) 124 (31,647)
Net unrealized appreciation
(depreciation) on investments
during the year -- 299,094 4,432 186,414 116,810 (8,920) (11,058)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in
net assets resulting from
operations 5,600 551,508 32,536 274,829 126,672 15,395 12,193
---------- ---------- ---------- ---------- ---------- ---------- ----------
From contract owner transactions:
Net proceeds from sale of
accumulated units 358,835 1,225,672 466,386 750,223 853,105 352,694 480,470
Cost of accumulation units
terminated and exchanged (2,727) (91,912) (521,331) (114,836) (21,299) (3,780) (49,317)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets from contract owner
transactions 356,108 1,133,760 (54,945) 635,387 831,806 348,914 431,153
---------- ---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets 361,708 1,685,268 (22,409) 910,216 958,478 364,309 443,346
Net assets at beginning of year 58,255 829,635 775,559 402,068 247,875 106,265 379,331
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets at end of year $ 419,963 2,514,903 753,150 1,312,284 1,206,353 470,574 822,677
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------
Growth Small
and Cap.
Income Growth
Division Division
---------- ----------
<S> <C> <C>
Operations:
Net investment income $ 36,295 (11,421)
Realized gain (loss) on fund
shares redeemed 3,233 (79,910)
Net unrealized appreciation
(depreciation) on investments
during the year 108,532 117,155
---------- ---------
Net increase (decrease) in
net assets resulting from
operations 148,060 25,824
---------- ---------
From contract owner transactions:
Net proceeds from sale of
accumulated units 1,107,293 1,040,477
Cost of accumulation units
terminated and exchanged (84,267) (109,741)
---------- ---------
Increase (decrease) in net
assets from contract owner
transactions 1,023,026 940,736
---------- ---------
Increase (decrease) in net
assets 1,171,086 956,560
Net assets at beginning of year 826,405 594,717
---------- ---------
Net assets at end of year $1,997,491 1,551,277
========== =========
</TABLE>
See accompanying notes to financial statements.
10
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Statements of Changes in Net Assets
Year ended December 31, 1997
<TABLE>
<CAPTION>
Variable Investors Series Trust
-------------------------------------------------------------------------------------------
Federated High U.S.
Prime Income Multiple Matrix Government
Money Growth Bond Strategies Equity Bond
Fund II/(1)/ Division/(1)/ Division/(1)/ Division/(1)/ Division/(1)/ Division/(1)/
------------ -------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income $ 660 50,022 43,302 27,256 50,132 5,471
Realized gain (loss) on fund
shares redeemed -- 6,149 4,237 4,035 1,214 115
Net unrealized appreciation
(depreciation) on investments
during the year -- (59,827) (38,178) (27,549) (46,673) (4,328)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in
net assets resulting from
operations 660 (3,656) 9,361 3,742 4,673 1,258
---------- ---------- ---------- ---------- ---------- ----------
From contract owner transactions:
Net proceeds from sale of
accumulated units 225,761 725,575 786,740 431,203 237,690 86,790
Cost of accumulation units
terminated and exchanged (168,166) (107,716) (20,542) (32,877) (5,512) (18,217)
---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets from contract owner
transactions 57,595 833,291 766,198 398,326 243,202 105,007
---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net
assets 58,255 829,635 775,559 402,068 247,875 106,265
Net assets at beginning of year - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Net assets at end of year $ 58,255 829,635 775,559 402,068 247,875 106,265
========== ========== ========== ========== ========== ==========
<CAPTION>
Variable Investors Series Trust
--------------------------------------------------
Growth Small
World and Cap
Equity Income Growth
Division/(1)/ Division/(1)/ Division/(1)/
-------------- -------------- --------------
<S> <C> <C> <C>
Operations:
Net investment income $ 45,728 56,731 14,239
Realized gain (loss) on fund
shares redeemed 1,148 9,851 4,242
Net unrealized appreciation
(depreciation) on investments
during the year (56,711) (38,508) (41,563)
-------------- -------------- --------------
Net increase (decrease) in
net assets resulting from
operations (9,835) 28,074 (23,082)
-------------- -------------- --------------
From contract owner transactions:
Net proceeds from sale of
accumulated units 414,940 808,742 487,032
Cost of accumulation units
terminated and exchanged (25,774) (10,411) 130,767
-------------- -------------- --------------
Increase (decrease) in net
assets from contract owner
transactions 389,166 798,331 617,799
-------------- -------------- --------------
Increase (decrease) in net
assets 379,331 826,405 594,717
Net assets at beginning of year - - -
-------------- -------------- --------------
Net assets at end of year $ 379,331 826,405 594,717
============== ============== ==============
</TABLE>
(1) Commenced operations on March 31, 1997.
See accompanying notes to financial statements.
11
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to Financial Statements
December 31, 1999
(1) Organization
First Variable Life Insurance Company - Separate Account VL (the Fund),
which began operations on March 31, 1997, is a segregated account of First
Variable Life Insurance Company (First Variable Life) and is registered as
a unit investment trust under the Investment Company Act of 1940, as
amended (the 1940 Act). Eight of the investment divisions of the Fund are
invested solely in the shares of the eight corresponding portfolios of the
Variable Investors Series Trust (the Trust), a no-load, diversified, open-
end, series management investment company registered under the 1940 Act.
The remaining eleven investment divisions are invested in the Federated
Prime Money Fund II (Federated), AIM Capital Appreciation, AIM Growth,
American Century VP Value, Bankers Trust Equity Index, Bankers Trust Small
Capital Index, Franklin Templeton International, Lord Abbett Growth and
Income, MFS New Discovery, MFS Growth, and MFS Growth and Income, all of
which, are open-end management investment companies. Under applicable
insurance law, the assets and liabilities of the Fund are clearly
identified and distinguished from the other assets and liabilities of First
Variable Life. The Fund cannot be charged with liabilities arising out of
any other business of First Variable Life.
First Variable Life is a wholly owned subsidiary of ILona Financial Group,
Inc. (ILona) (previously Irish Life of North America, Inc.) ILona is a
subsidiary of Irish Life, plc located in Dublin, Ireland. During 1999 Irish
Life plc merged with Irish Permanent plc to form Irish Life & Permanent
plc. First Variable Life is domiciled in the State of Arkansas.
The assets of the Fund are not available to meet the general obligations of
First Variable Life or ILona, and are held for the exclusive benefit of the
contract owners participating in the Fund.
(2) Significant Accounting Policies
The following is a summary of significant accounting policies consistently
followed by the Fund in preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
Investments
The Fund's investments in the corresponding series of mutual funds are
stated at the net asset values per share of the respective series,
which approximates fair value. Investment transactions are accounted
for on the date the shares are purchased or sold. The cost of shares
sold and redeemed is determined on the first in, first out method.
Dividends and capital gain distributions received from the mutual
funds are reinvested in additional shares of the respective mutual
funds and are recorded as income by the Fund on the ex-dividend date.
Federal Income Taxes
For Federal income tax purposes, operations of the Fund are combined
with those of First Variable Life, which is taxed as a life insurance
company. First Variable Life anticipates no tax liability resulting
from the operations of the Fund. Therefore, no provision for income
taxes has been charged against the Fund.
12
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to Financial Statements
December 31, 1999
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Other
Certain 1998 and 1997 information has been restated to conform to the
1999 presentation.
(3) Investments
The following table presents selected data for investments in each of the
divisions of the Fund at December 31, 1999:
<TABLE>
<CAPTION>
Number of Net asset
shares Cost value
--------- ---------- ----------
<S> <C> <C> <C>
Federated Prime Money Fund II 2,568,867 $2,568,867 $2,568,867
Growth Division 100,507 4,127,651 5,329,302
High Income Bond Division 92,978 871,707 866,663
Multiple Strategies Division 145,059 2,466,990 3,096,291
Matrix Equity Division 51,710 849,783 947,085
U.S. Government Bond Division 53,153 559,380 537,841
World Equity Division 66,201 962,958 1,379,938
Growth & Income Division 163,227 2,608,323 2,699,557
Small Cap Growth Division 86,623 1,523,673 2,361,710
AIM Capital Appreciation 24,050 692,921 855,683
AIM Growth 24,417 714,838 787,434
American Century VP Value 22,062 135,691 131,270
Bankers Trust Equity Index 39,840 566,121 604,771
Bankers Trust Small Cap Index 7,162 76,895 83,154
Franklin Templeton Int'l 10,116 204,608 223,876
Lord Abbett Growth & Income 12,470 282,696 276,330
MFS New Discovery 69,646 913,031 1,202,779
MFS Growth 26,908 323,027 375,366
MFS Growth & Income 8,228 166,449 175,333
========= ========== ==========
</TABLE>
13
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to Financial Statements
December 31, 1999
(4) Net Assets
Variable life net assets at December 31, 1999 consists of the following:
<TABLE>
<CAPTION>
Accumulation Accumulation Net 1999 Rate of
units unit value assets return
<S> <C> <C> <C> <C>
Cap One Pay policies:
Federated Prime Money Fund II 55,206 $11.116782 $ 613,714 3.67%
Growth Division 158,933 21.923447 3,484,367 33.33
High Income Bond Division 59,299 11.422046 677,310 0.92
Multiple Strategies Division 102,569 19.880965 2,039,171 26.85
Matrix Equity Division 35,655 16.677953 594,645 13.12
U.S. Government Bond Division 42,493 11.354149 482,472 -2.78
World Equity Division 60,238 17.826152 1,073,813 54.07
Growth & Income Division 131,837 14.520392 1,914,324 5.32
Small Cap Growth Division 64,285 20.678973 1,329,342 78.68
AIM Capital Appreciation 25,131 13.980501 351,341 39.81*
AIM Growth 18,665 12.575014 234,717 25.75*
American Century VP Value 3,486 9.112691 31,770 -8.87*
Bankers Trust Equity Index 22,820 11.006379 251,164 10.06*
Bankers Trust Small Cap Index 688 11.677130 8,032 16.77*
Franklin Templeton Int'l 5,699 11.228600 63,991 12.29*
Lord Abbett Growth & Income 4,841 10.523052 50,938 5.23*
MFS New Discovery 33,618 16.350363 549,672 63.50*
MFS Growth 3,208 13.916482 44,650 39.16*
MFS Growth & Income 3,363 10.217848 34,361 2.18*
Cap Solutions policies:
Federated Prime Money Fund II 182,575 10.709584 1,955,303 3.98
Growth Division 99,653 18.514811 1,845,052 33.73
High Income Bond Division 18,551 10.199465 189,215 1.22
Multiple Strategies Division 62,435 16.915603 1,056,125 27.23
Matrix Equity Division 25,746 13.687656 352,405 13.46
U.S. Government Bond Division 5,327 10.397050 55,388 0.33
World Equity Division 18,960 16.137684 305,964 54.53
Growth & Income Division 66,512 11.802510 785,004 5.63
Small Cap Growth Division 58,375 17.679500 1,032,038 79.21
AIM Capital Appreciation 36,010 14.003959 504,285 40.04*
AIM Growth 43,878 12.596124 552,690 25.96*
American Century VP Value 10,900 9.128008 99,500 -8.72*
Bankers Trust Equity Index 32,072 11.024864 353,590 10.25*
Bankers Trust Small Cap Index 6,422 11.696730 75,115 16.97*
Franklin Templeton Int'l 14,214 11.247443 159,873 12.47*
Lord Abbett Growth & Income 21,382 10.540728 225,387 5.41*
MFS New Discovery 39,870 16.377763 652,985 63.78*
MFS Growth 23,723 13.939816 330,700 39.40*
MFS Growth & Income 13,773 10.235016 140,969 2.35*
======= ========== ========== ======
</TABLE>
* Returns for periods less than one year are not annualized
14
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to Financial Statements
December 31, 1999
(5) Purchases and Sales of Securities
Cost of purchases and proceeds from sales of each mutual fund during the
year ended December 31, 1999 are shown below:
<TABLE>
<CAPTION>
Proceeds
Purchases from sales
--------- ----------
<S> <C> <C>
Federated Prime Money Fund II $3,348,637 1,199,732
Growth Division 2,893,801 1,215,602
High Income Bond Division 352,220 252,225
Multiple Strategies Division 1,917,645 575,572
Matrix Equity Division 480,942 856,545
U.S. Government Bond Division 315,729 238,252
World Equity Division 322,936 208,535
Growth & Income Division 1,174,353 539,897
Small Cap Growth Division 1,238,484 1,195,986
AIM Capital Appreciation 779,633 95,801
AIM Growth 759,904 50,151
American Century VP Value 156,333 19,844
Bankers Trust Equity Index 691,148 127,149
Bankers Trust Small Cap Index 92,485 16,328
Franklin Templeton Int'l 232,938 28,743
Lord Abbett Growth & Income 296,917 14,162
MFS New Discovery 1,219,551 360,739
MFS Growth 417,221 102,607
MFS Growth & Income 210,901 43,542
========== =========
</TABLE>
(6) Expenses
As more fully disclosed in the prospectus, First Variable Life charges the
Fund, based on the value of the Fund, various charges. For Cap One Pay
policies, First Variable Life charges the Fund at an annual rate of .90%
for mortality and expense risks. For Cap Solutions policies, First Variable
Life charges the Fund at an annual rate of .65% for mortality and expense
risks. Total charges to the Fund for the year ended December 31, 1999 were
$99,090 and $26,157 for Cap One Pay policies and Cap Solutions policies,
respectively.
(7) Diversification Requirements
Under the provisions of section 817(h) of the Internal Revenue Code (the
Code), a variable life contract, other than a contract issued in connection
with certain types of employee benefits plans, will not be treated as a
life contract for federal tax purposes for any period for which the
investments of the segregated asset account on which the contract is based
are not adequately diversified. The Code provides that the "adequately
diversified" requirement may be met if the underlying investments satisfy
either a statutory safe harbor test or diversification requirements set
forth in regulations issued by the Secretary of Treasury.
The Internal Revenue Service has issued regulations under section 817(h) of
the Code. First Variable Life believes that the Fund satisfies the current
requirements of the regulations, and it intends that the Fund will continue
to meet such requirements.
15
<PAGE>
FIRST VARIABLE LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT VL
Notes to Financial Statements
December 31, 1999
(8) Principal Underwriter and General Distributor
First Variable Capital Services, Inc., a wholly owned subsidiary of First
Variable Life, is principal underwriter and general distributor of the
contracts issued through the Fund.
(9) Year 2000 Issues (Unaudited)
Like other financial and business organizations around the world, First
Variable Life could have been adversely affected if its computer systems
and those of its service providers did not properly process and calculate
date-related information and data from and after January 1, 2000. The
Company did not experience any problems related to the year 2000 issue.
16
<PAGE>
FIRST VARIABLE ANNUITY FUND E
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements of First Variable Annuity Fund E and First Variable
Life Insurance Company are contained in Part B hereof.
(b) Exhibits
1. Resolution of Board of Directors for the Company authorizing the
establishment of the Separate Account (1)
2. Not Applicable
3.(a.) Form of Principal Underwriter's Agreement (2)
(b.) Form of Broker-Dealer Agreement (2)
(c.) Specimen Broker-Dealer Supervisory and Selling Agreement (3)
4 (a.) Individual Flexible Purchase Payment Deferred Variable Annuity
Contract (5)
(b.) Individual Flexible Purchase Payment Deferred Variable Annuity
Riders (7); Estate Protector Death Benefit Rider (8)
5. Application for Variable Annuity (5)
6 (a.) Articles of Incorporation of First Variable Life Insurance
Company (1)
(b.) By-laws of First Variable Life Insurance Company (2)
7. Not Applicable
8.(a.) Form of Fund Participation Agreement with Variable Investors
Series Trust; Form of Fund Participation Agreement with Federated
Insurance Series (3); Form of Fund Participation Agreements with AIM
Variable Insurance Funds., Inc., et al; American Century Investment
Management, Inc.; Deutsche Asset Management VII Funds (formerly
known as BT Insurance Funds, et al); Lord Abbett Series Fund, Inc.,
et al; MFS Variable Insurance Trust, et al; and Templeton Variable
Products Series Fund, et al. (7)
(b.) Form of Fund Participation Agreements with Variable Insurance
Products Fund; Variable Insurance Products Funds II; Variable
Insurance Products Funds III; and Seligman Portfolios, Inc. (8)
9.(a.) Consent of Counsel, First Variable Life Insurance Company (5)
(b.) Consent of Counsel, Blazzard, Grodd & Hasenauer (5)
10. Consent of KPMG LLP Independent Auditors (5)
Consent of Ernst & Young LLP Independent Auditors (5)
11. Not Applicable
12. Not Applicable
13. Calculation of Performance Information (5)
14. Not Applicable
<PAGE>
15. Powers of Attorney (6) - of the following individuals appointing John
M. Soukup as attorney-in-fact to act for them in their capacities as
Directors of the Company or otherwise, to do all things necessary to
comply with the provisions and intent of the Securities Act of 1933
and the Investment Company Act of 1940 with respect to variable life
insurance policies and variable annuity contracts:
Ronald M. Butkiewicz Shane W. Gleeson Philip R. O'Connor
Michael J. Corey Jeff S. Liebmann
Michael R. Ferrari Kenneth R. Meyer
(1) Incorporated by reference to the Registrant's Post-Effective Amendment No.
4 to the Form N-4 Registration Statement (Registration No. 333-86738) filed
electronically with the Securities and Exchange Commission on or about
April 27, 1998.
(2) Incorporated by reference to the Pre-Effective Amendment No. 1 to the Form
S-6 Registration Statement of First Variable Life Insurance Company
Separate Account VL, filed electronically with the Securities and Exchange
Commission on November 15, 1996 (File No. 333-05053).
(3) Incorporated by reference to the Registrant's Form N-4 Registration
Statement (Registration No. 333-12197) filed electronically with the
Securities and Exchange Commission on September 14, 1996.
(4) Incorporated by reference to the Registrant's Post-Effective Amendment No.
2 to the Form N-4 Registration Statement (Registration No. 333-12197)
filed electronically with the Securities and Exchange Commission on April
27, 1998.
(5) Filed herewith.
(6) Incorporated by reference to the Post-Effective Amendment No. 1 to the Form
S-6 Registration Statement of First Variable Life Insurance Company
Separate Account VL, filed electronically with the Securities and Exchange
Commission on or about April 27, 1998 (Registration No. 333-19193).
(7) Incorporated by reference to the Registrant's Post-Effective Amendment No.
4 to the Form N-4 Registration Statement (Registration No. 333-12197) filed
electronically with the Securities and Exchange Commission on or about
April 27, 1999.
(8) Incorporated by Reference to the Registrant's Post-Effective Amendment No.
5 to the Form N-4 Registration Statement (Registration No. 333-12197) filed
electronically with Securities and Exchange Commission on or about May 1,
2000.
(9) Incorporated by Reference to the Registrant's Post-Effective Amendment No.
11 to the Form N-4 Registration Statement (Registration No. 33-35749) filed
electronically with the Securities and Exchange Commission on April 27,
1998.
ITEM 25. OFFICERS AND DIRECTORS OF DEPOSITOR
The following are the Directors and Executive Officers of First Variable Life
Insurance Company. Unless otherwise noted, our directors are located at 2211
York Road, Suite 202, Oak Brook, Illinois 60523 and all our executive officers
are located at 2122 York Road, Suite 300, Oak Brook, Illinois 60523.
<PAGE>
Directors
Ronald M. Butkiewicz, Chairman.
Michael J. Corey - 401 East Host Drive. Lake Geneva, WI 53147.
Norman A. Fair
Michael R. Ferrari, Texas Christian University, P.O. Box 297080, Ft. Worth,
Texas 76219
Shane W. Gleeson
Jeff S. Liebmann, Esq., 1301 Avenue of the Americas
New York, NY 10019
Kenneth R. Meyer, Lincoln Capital Management Co., 200 South Wacker Dr., Suite
2100, Chicago, IL 60606
Philip R. O'Connor, President of NEV Midwest, LLC 111 West Washington, Suite
1247, Chicago, IL 60602
James N. Plato
Michael R. Kaster
Executive Officer & Director
John M. Soukup, President
Other Executive Officers
Steven J. Horn, Senior Vice President and Chief Operations Officer
David L.Anders, Senior Vice President, Sales
Jeffery K. Hoelzel, Vice President, General Counsel & Secretary
Kari Stanway, Vice President
Christopher S. Harden, Vice President & Treasurer
Martin Sheerin, Vice President & Chief Actuary.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT.
Incorporated by Reference to Registrant's Post-Effective Amendment No. 5 to the
Form N-4 Registration Statement, filed electronically with the Securities and
Exchange Commission on or about May 1, 2000 (File Nos. 333-12197 and 811-4092).
ITEM 27. NUMBER OF CONTRACT OWNERS
As of July 20, 2000 there were no Owners of Qualified Contracts and no Owners of
Non-Qualified Contracts.
ITEM 28. INDEMNIFICATION
Insofar as indemnification for liability arising under the Securities Act of
1933 ("Act") may be permitted to directors and officers and controlling persons
of the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITER
(a) First Variable Capital Services, Inc. ("FVCS") is the principal underwriter
for the Contracts and for the following investment companies:
<PAGE>
First Variable Annuity Fund A
Separate Account VL of First Variable Life Insurance Company
(b) The following persons are directors and officers of FVCS. Unless otherwise
noted, FVCS directors and officers are located at 2122 York Road, Suite
300, Oak Brook, Illinois 60523:
(c)
Name and Principal Business Address Positions and Offices with Underwriter
Norman A. Fair Director
2211 York Road, Suite 202
Oak Brook, IL 60523
John M. Soukup President and Director
Jeffery K. Hoelzel Secretary and Director
David L. Anders Vice President - Sales
Robert Miner Treasurer
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Our Secretary and our Treasurer who are located at 2122 York Road, Oak Brook, IL
60523, maintain physical possession of the accounts, books or documents of the
Separate Account required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
1. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old for so long as payment under the variable
annuity contracts may be accepted.
2. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(2) a postcard or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a Statement of
Additional Information.
3. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
4. In accordance with section 26(e) of the Investment Company Act of 1940,
First Variable Life Insurance Company hereby represents that the fees and
charges deducted under the Contract described in this Registration Statement
on Form N-4, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
First Variable Life Insurance Company.
REPRESENTATIONS
The Company hereby represents that it is relying upon a No Action Letter issued
to the American Council of Life Insurance dated November 28, 1988 (Commission
ref. IP-6-88) and that the following provisions have been complied with:
1. Include appropriate disclosure regarding the redemption restrictions imposed
by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;
<PAGE>
2. Include appropriate disclosure regarding the redemption restrictions imposed
by Section 403(b) (11) in any sales literature used in connection with the
offer of the contract;
3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restriction on
redemption imposed by Section 403(b)(11), and (2) other investment
alternatives available under the employer's Section 403(b) arrangement to
which the participant may elect to transfer his contract value.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) and has caused this Registration Statement to be
signed on its behalf, in the City of Oak Brook, and the State of Illinois, on
this ___ day of July, 2000.
FIRST VARIABLE ANNUITY FUND E
(Registrant)
By: FIRST VARIABLE LIFE INSURANCE COMPANY
(Depositor)
By: ----------------------------------------
John M. Soukup, President
FIRST VARIABLE LIFE INSURANCE COMPANY
(Depositor)
By: __________________________
John M. Soukup
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated with First Variable Life Insurance Company on this ___ day of July,
2000.
PRINCIPAL EXECUTIVE OFFICER:
_______________________________
John M. Soukup
President
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
________________________________
Christopher S. Harden
Vice President & Treasurer
DIRECTORS:
_________________________________ _________________________________
Ronald M. Butkiewicz* Jeff S. Liebmann*
__________________________________ _________________________________
John M. Soukup Kenneth R. Meyer*
__________________________________ __________________________________
Michael J. Corey* Philip R. O'Connor*
__________________________________ __________________________________
Michael R. Ferrari* Norman A. Fair
__________________________________ __________________________________
Shane W. Gleeson James N. Plato
__________________________________
Michael R. Kaster
* By:_________________________
John M. Soukup
Attorney-in-Fact
