<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
REGISTRATION NO. 33-43053
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 10 [X]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12 [X]
(CHECK APPROPRIATE BOX OR BOXES)
----------------------------------
MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)
MERRILL LYNCH LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-1429
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
----------------------------------
BARRY G. SKOLNICK, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MERRILL LYNCH LIFE INSURANCE COMPANY
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
STEPHEN E. ROTH, ESQ.
KIMBERLY J. SMITH, ESQ.
SUTHERLAND, ASBILL & BRENNAN LLP
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20004-2415
----------------------------------
It is proposed that this filing will become effective (check appropriate space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1998 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on __________ pursuant to paragraph (a)(1) of Rule 485
(date)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Units of Interest in Flexible Premium
Individual Deferred Variable Annuity Contracts.
The prospectus and the statement of additional information incorporated by
reference therein contained in this registration statement also relate to
variable annuity contracts which are covered by an earlier registration
statement, File No. 33-43052.
Exhibit Index can be found on page C-
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CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495(A) UNDER THE 1933 ACT)
<TABLE>
<CAPTION>
N-4 ITEM NUMBER AND CAPTION LOCATION
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PART A
1. Cover Page................................. Cover Page
2. Definitions................................ Definitions
3. Synopsis................................... Capsule Summary of the Contract
4. Condensed Financial Information............ Condensed Financial Information
5. General Description of Registrant,
Depositor, and Portfolio Companies......... Merrill Lynch Life Insurance Company; The
Variable Account; Investments of the
Variable Account; Variable Account Voting
Rights
6. Deductions................................. Capsule Summary of the Contract (Charges
and Deductions; Withdrawals); Charges and
Deductions; Description of the Contract
(Account Transfers; Withdrawals)
7. General Description of Variable Annuity
Contracts.................................. Capsule Summary of the Contract (The
Variable Account); Investments of the
Variable Account; Description of the
Contract; Merrill Lynch Life Insurance
Company; Variable Account Voting Rights;
State Regulation
8. Annuity Period............................. Capsule Summary of the Contract (Annuity
Payments); Description of the Contract
(Annuity Provisions)
9. Death Benefit.............................. Capsule Summary of the Contract (Payment on
Death); Description of the Contract
(Accumulation Provisions)
10. Purchases and Contract Value............... Capsule Summary of the Contract (Premiums);
Description of the Contract (Premiums);
Reports to Contract Owners
11. Redemptions................................ Capsule Summary of the Contract
(Withdrawals; Ten Day Review); Charges and
Deductions; (Contingent Deferred Sales
Charge); Description of the Contract;
(Premiums; Accumulation Provisions;
Withdrawals; Ten Day Right to Review)
12. Taxes...................................... Capsule Summary of the Contract; (Charges
and Deductions); (Premium Taxes); Federal
Income Taxes
13. Legal Proceedings.......................... Legal Proceedings
14. Table of Contents of the Statement of
Additional Information..................... Table of Contents of the Statement of
Additional Information
</TABLE>
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<TABLE>
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N-4 ITEM NUMBER AND CAPTION LOCATION
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PART B
15. Cover Page................................. Cover Page
16. Table of Contents.......................... Table of Contents
17. General Information and History............ Part A: Merrill Lynch Life Insurance
Company
18. Services................................... Part B: Administrative Services
Arrangements
19. Purchase of Securities Being Offered....... Part A: Distribution of Contracts
20. Underwriters............................... Part B: Principal Underwriter
21. Calculation of Performance Data............ Not Applicable
22. Annuity Payments........................... Part A: Capsule Summary of the Contract
(Annuity Payments); Description of the
Contract (Annuity Provisions)
23. Financial Statements....................... Part A: Financial Statements; Part B:
Financial Statements; Financial Statements
of Merrill Lynch Life Variable Annuity
Separate Account; Financial Statements of
Merrill Lynch Life Insurance Company.
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C to this Registration Statement.
<PAGE> 4
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 5
PROSPECTUS
MAY 1, 1998
MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
FLEXIBLE PREMIUMS--NONPARTICIPATING
ISSUED BY
MERRILL LYNCH LIFE INSURANCE COMPANY
Home Office: Little Rock, Arkansas 72201
Service Center: P.O. Box 44222, Jacksonville, Florida 32231-4222
4804 Deer Lake Drive East, Jacksonville, Florida 32246
Phone: (800) 535-5549
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
The individual deferred variable annuity contract described in this Prospectus
(the "Contract") is designed to provide comprehensive and flexible ways to
invest and to create a source of income protection for later in life through the
payment of annuity benefits. An annuity is intended to be a long term
investment. Contract owners should consider their need for deferred income
before purchasing the Contract. The Contract is designed to provide annuity
payments in connection with retirement plans that may or may not qualify for
special federal income tax treatment under the Internal Revenue Code.
Both accumulation of the contract values and annuity payments may be on either a
fixed or variable basis, or on a combination fixed and variable basis. Benefits
on a fixed basis are provided by premiums and contract values allocated to the
Fixed Account. (See THE FIXED ACCOUNT on page 23.) Benefits on a variable basis
are provided by premiums and contract values allocated to the Variable Account.
Such variable benefits are not guaranteed as to fixed-dollar amount and will
vary according to investment performance. THIS PROSPECTUS DESCRIBES ONLY THE
VARIABLE ACCOUNT FEATURES OF THE CONTRACT EXCEPT WHERE SPECIFIC REFERENCE IS
MADE TO THE FIXED ACCOUNT.
The Variable Account is a segregated investment account of Merrill Lynch Life
Insurance Company ("Merrill Lynch Life"), which has been named the Merrill Lynch
Life Variable Annuity Separate Account. Premiums and contract values allocated
to the Variable Account will be invested in certain Funds that the contract
owner is eligible to select from the Merrill Lynch Variable Series Funds, Inc.
The contract owner bears the full investment risk with respect to such
investments.
This Prospectus contains information about the Contract and the Variable Account
that a prospective contract owner should know before investing. It should be
read and retained for future reference. Additional information about the
Contract and Variable Account is contained in a Statement of Additional
Information, dated May 1, 1998, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Statement of
Additional Information is available on request and without charge by writing or
calling Merrill Lynch Life's Service Center at the address or phone number set
forth above. The table of contents for the Statement of Additional Information
is included on page 36 of this Prospectus.
THE PURCHASE OF THIS CONTRACT INVOLVES CERTAIN RISKS. BECAUSE IT IS A VARIABLE
ANNUITY, THE VALUE OF THE CONTRACT REFLECTS THE INVESTMENT PERFORMANCE OF THE
SELECTED INVESTMENT OPTIONS. INVESTMENT RESULTS CAN VARY BOTH UP AND DOWN AND
CAN EVEN DECREASE THE VALUE OF PREMIUM PAYMENTS. THEREFORE, CONTRACT OWNERS
COULD LOSE ALL OR PART OF THE MONEY THEY HAVE INVESTED. MERRILL LYNCH LIFE DOES
NOT GUARANTEE THE VALUE OF THE CONTRACT. RATHER, CONTRACT OWNERS BEAR ALL
INVESTMENT RISKS.
AN ANNUITY IS INTENDED TO BE A LONG TERM INVESTMENT. WITHDRAWALS OR SURRENDER OF
THE CONTRACT PREMATURELY MAY RESULT IN SUBSTANTIAL PENALTIES. CONTRACT OWNERS
SHOULD CONSIDER THEIR INCOME NEEDS BEFORE PURCHASING THE CONTRACT.
ALL WITHDRAWALS FROM AND SURRENDER OF THE CONTRACT ARE SUBJECT TO TAX, AND IF
TAKEN BEFORE AGE 59 1/2 MAY ALSO BE SUBJECT TO A 10% FEDERAL PENALTY TAX.
THIS CONTRACT PROVIDES A GUARANTEED DEATH BENEFIT THAT IS PAYABLE ONLY UPON THE
DEATH OF THE ANNUITANT OR CONTRACT OWNER.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS
ATTACHED TO A CURRENT PROSPECTUS FOR MERRILL LYNCH VARIABLE SERIES
FUNDS, INC., WHICH SHOULD ALSO BE READ AND KEPT FOR REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
DEFINITIONS................................................. 4
CAPSULE SUMMARY OF THE CONTRACT............................. 5
FEE TABLE................................................... 8
CONDENSED FINANCIAL INFORMATION............................. 10
MERRILL LYNCH LIFE INSURANCE COMPANY........................ 14
THE VARIABLE ACCOUNT........................................ 14
FINANCIAL STATEMENTS........................................ 14
THE REINSURANCE AGREEMENT................................... 15
INVESTMENTS OF THE VARIABLE ACCOUNT......................... 15
Eligible Funds............................................ 15
Reserve Assets Fund.................................... 16
Prime Bond Fund........................................ 17
High Current Income Fund............................... 17
Special Value Focus Fund............................... 17
Equity Growth Fund..................................... 17
Global Strategy Focus Fund............................. 17
Natural Resources Focus Fund........................... 18
American Balanced Fund................................. 18
Index 500 Fund......................................... 18
International Equity Focus Fund........................ 18
Basic Value Focus Fund................................. 18
Global Growth Focus Fund............................... 18
Reinvestment.............................................. 19
Substitution of Investments............................... 19
CHARGES AND DEDUCTIONS...................................... 19
Contingent Deferred Sales Charge.......................... 19
Contract Administration Charge............................ 20
Waiver of Charges......................................... 20
Expense Risk Charge....................................... 20
Mortality Risk Charge..................................... 20
Distribution Expense Charge............................... 21
Payments of Charges and Deductions........................ 21
Premium Taxes............................................. 21
Fund Expenses............................................. 21
DESCRIPTION OF THE CONTRACT................................. 21
Premiums.................................................. 21
Accumulation Provisions................................... 22
Accumulation Units..................................... 22
Value of an Accumulation Unit.......................... 22
Net Investment Factor.................................. 22
Valuation Periods...................................... 23
The Fixed Account......................................... 23
Payment on Death.......................................... 23
Beneficiary............................................... 24
Ownership................................................. 24
Account Transfers......................................... 24
Withdrawals............................................... 24
Suspension of Payments.................................... 25
</TABLE>
2
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<TABLE>
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PAGE
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Annuity Provisions........................................ 25
Variable Annuity....................................... 25
Selection of Annuity Date and Annuity Options.......... 25
Change of Annuity Date or Annuity Option............... 25
Annuity Options........................................ 25
Minimum Annuity Payments............................... 26
First Variable Annuity Payment......................... 26
Age Adjustment......................................... 26
Number of Annuity Units................................ 26
Value of Each Annuity Unit............................. 26
Subsequent Variable Annuity Payments................... 27
Assumed Investment Rate................................ 26
Proof of Age, Sex and Survival......................... 27
Notices and Elections..................................... 27
Amendment of Contract..................................... 27
Ten Day Right to Review................................... 27
FEDERAL INCOME TAXES........................................ 27
Introduction.............................................. 27
Merrill Lynch Life's Tax Status........................... 28
Taxation of Annuities..................................... 28
In General............................................. 28
Required Distributions................................. 28
Non-natural Owners..................................... 29
Distributions.......................................... 29
Multiple Annuity Contracts............................. 29
Penalty Tax............................................ 29
Internal Revenue Service Diversification Standards........ 30
Transfers, Assignments, or Exchanges of a Contract........ 30
Possible Changes in Taxation.............................. 30
Other Tax Consequences.................................... 30
Qualified Plans........................................... 31
Individual Retirement Annuities and Individual
Retirement Accounts................................... 31
Simplified Employee Pension (SEP) IRAs................. 31
Simple IRAs............................................ 31
Roth IRAs.............................................. 32
Pension and Profit Sharing Plans....................... 32
Tax-Sheltered Annuities................................ 32
Section 457 Deferred Compensation ("Section 457")
Plans................................................. 33
Withholding............................................ 33
VARIABLE ACCOUNT VOTING RIGHTS.............................. 33
REPORTS TO CONTRACT OWNERS.................................. 34
DISTRIBUTION OF CONTRACTS................................... 34
STATE REGULATION............................................ 34
YEAR 2000................................................... 35
LEGAL PROCEEDINGS........................................... 35
EXPERTS..................................................... 35
REGISTRATION STATEMENTS..................................... 35
LEGAL MATTERS............................................... 35
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.... 36
APPENDIX.................................................... 37
</TABLE>
------------------------
No person has been authorized to give any information or to make any
representation other than that contained in this Prospectus in connection with
the offer contained in this Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized. This
Prospectus does not constitute an offer of, or solicitation of an offer to
acquire, any variable annuity contracts offered by this Prospectus in any
jurisdiction to anyone to whom it is unlawful to make such an offer or
solicitation in such jurisdiction.
3
<PAGE> 8
DEFINITIONS
accumulation unit: An index used to compute the value of each contract owner's
interest in the Variable Account prior to the annuity date. (See page 22.)
annuitant: The person on whose continuation of life annuity payments may
depend.
annuity: A series of predetermined periodic payments.
annuity date: The date on which annuity payments are to begin. (See page 25.)
annuity unit: An index used to compute variable annuity payments. (See page
26.)
beneficiary: The person to whom payment is to be made on the death of the
contract owner or annuitant. There may be both a contract owner's beneficiary
and an annuitant's beneficiary if the contract owner is not the annuitant.
Contract: A Contract offered by this Prospectus.
contract owner: The person entitled to exercise all rights under a Contract.
(See page 24.)
contract value: The sum of the value of a contract owner's Fixed Account and a
contract owner's interest in the Variable Account.
Funds: The mutual funds, or separate investment portfolios within a series
mutual fund, designated as eligible investments for the Variable Account. (See
page 15.)
fixed annuity: A series of periodic payments of predetermined amounts that do
not vary with investment experience.
net investment factor: An index used to measure the investment performance of a
subaccount of the Variable Account from one valuation period to the next. (See
page 22.)
nonqualified contract: A Contract issued in connection with a nonqualified
plan.
nonqualified plan: A retirement plan other than a qualified plan.
premiums: The money the contract owner pays Merrill Lynch Life for a Contract.
(See page 21.)
qualified contract: A Contract issued in connection with a qualified plan.
qualified plan: A retirement plan that receives favorable tax treatment under
Section 401, 403, 404, 408, 457 or any similar provision of the Internal Revenue
Code. (See page 31.)
Variable Account: A segregated investment account of Merrill Lynch Life
Insurance Company, named the Merrill Lynch Life Variable Annuity Separate
Account. (See page 14.)
subaccount: A division of the Variable Account consisting of the shares of a
particular Fund held by the Variable Account for all Contracts having a similar
tax status. (See page 14.)
valuation period: The interval from one valuation day of a Fund to the next
valuation day, measured from the time each day the Fund is valued. (See page
23.)
variable annuity: A series of periodic payments that vary in amount according
to investment experience. (See page 25.)
4
<PAGE> 9
CAPSULE SUMMARY OF THE CONTRACT
The following capsule summary is intended to provide a brief overview of the
Contract. More detailed information about the Contract can be found in the
sections of this Prospectus that follow, all of which should be read in their
entirety.
THE VARIABLE ACCOUNT
Premiums will be allocated to the Merrill Lynch Life Variable Annuity Separate
Account (the "Variable Account") a segregated investment account, or to the
Fixed Account described on page 23, as directed by the contract owner. The
Variable Account is divided into subaccounts corresponding to the Funds in which
premiums may be invested. For the first 14 days following the date of issue, all
premiums allocable to the Variable Account will be allocated to the Reserve
Assets Fund subaccount. Thereafter, the contract owner's interest in the
Variable Account will be reallocated to the subaccounts selected by the contract
owner. In the Commonwealth of Pennsylvania, all premiums will be invested as of
the date of issue in the subaccounts selected by the contract owner. The
contract owner may change the selection later, subject to certain conditions.
The contract value and the amount of the monthly annuity payments will reflect
the investment performance of the Funds selected. (See THE VARIABLE ACCOUNT on
page 14 and ACCOUNT TRANSFERS on page 24.)
THE FUNDS
The Funds in which premiums currently may be invested are certain separate
investment portfolios of the Merrill Lynch Variable Series Funds, Inc. They are
the Merrill Lynch Reserve Assets Fund, Prime Bond Fund, High Current Income
Fund, Quality Equity Fund, Special Value Focus Fund, Global Strategy Focus Fund,
Natural Resources Focus Fund, American Balanced Fund, Index 500 Fund,
International Equity Focus Fund, and Basic Value Focus Fund. Effective following
the close of business on June 5, 1998, the Global Growth Focus Fund will become
available for contract owner investment. (See INVESTMENTS OF THE VARIABLE
ACCOUNT on page 15.)
RETIREMENT PLANS
The Contract may be issued pursuant to nonqualified retirement plans or plans
qualifying for special tax treatment as "H.R. 10" plans, Individual Retirement
Annuities or Individual Retirement Accounts, corporate pension and
profit-sharing plans, Tax-Sheltered Annuities or Section 457 deferred
compensation ("Section 457") plans. For each Fund, there is one subaccount for
nonqualified plans and one subaccount for qualified plans. (See QUALIFIED PLANS
on page 31.)
PREMIUMS
The full amount of all premiums will be invested initially. There is no
"front-end load." However, certain charges and deductions will be made from the
contract value. (See CHARGES AND DEDUCTIONS below.)
The Contract permits premiums to be paid on a flexible basis at any time in any
amount meeting Merrill Lynch Life's minimum requirements. The minimum initial
premium Merrill Lynch Life will accept is $1,500 for nonqualified Contracts and
$10 for qualified Contracts. For subsequent premiums, the minimum amount for
nonqualified Contracts is $300 ($50 in Tennessee) and the minimum amount for
qualified Contracts is the same as for the initial premium. (See PREMIUMS on
page 21.)
CHARGES AND DEDUCTIONS
A contingent deferred sales charge is deducted in the event of withdrawal of
contract values, subject to certain exceptions. If the contingent deferred sales
charge applies, it will equal the lesser of (a) 5% of the sum of the premiums
paid within 7 years prior to the date of withdrawal, adjusted for any prior
withdrawals, or (b) 5% of the amount withdrawn. This charge is paid to permit
Merrill Lynch Life to recover sales expenses it has incurred. Under no
circumstances will the charges ever exceed 5% of total premiums. (See CONTINGENT
DEFERRED SALES CHARGE on page 19.)
5
<PAGE> 10
On each contract anniversary on or prior to the annuity date, Merrill Lynch Life
will deduct a contract administration charge of $30 from the contract value. It
will also be deducted upon full withdrawal of the contract value if such
withdrawal is not on a contract anniversary. This charge is made to reimburse
Merrill Lynch Life for expenses related to administration of the Contracts. (See
CONTRACT ADMINISTRATION CHARGE on page 20.)
Merrill Lynch Life will deduct a daily expense risk charge. For nonqualified
Contracts, the charge will be equal to an annual rate of 0.50% of the sum of the
daily net asset values of all nonqualified subaccounts. For qualified Contracts,
the rate will be 0.20% of the sum of the daily net asset values of all qualified
subaccounts. This charge is made to compensate Merrill Lynch Life for the risk
of guaranteeing not to increase the contract administration charge regardless of
actual administrative costs. (See EXPENSE RISK CHARGE on page 20.)
Merrill Lynch Life will deduct a daily distribution expense charge equal to an
annual rate of 0.05% of the daily net asset value of the Variable Account. This
charge compensates Merrill Lynch Life in part for expenses incurred distributing
the Contracts. (See DISTRIBUTION EXPENSE CHARGE on page 21.) Merrill Lynch Life
will also deduct a daily mortality risk charge equal to an annual rate of 0.75%
of the daily net asset value of the Variable Account. This charge is made to
compensate Merrill Lynch Life for the mortality guarantees made under the
Contract. (See MORTALITY RISK CHARGE on page 20.)
Premium taxes payable to any government entity will be deducted at the annuity
date. Currently, premium taxes range from 0% to 5%. In those jurisdictions that
do not allow an insurance company to reduce its current taxable premium income
by the amount of any withdrawal, surrender or death benefit paid, Merrill Lynch
Life will also deduct a charge for these taxes on any withdrawal, surrender or
death benefit effected under the Contract. (See PREMIUM TAXES on page 21.)
ANNUITY PAYMENTS
Monthly annuity payments will start on the annuity date. The contract owner may
select the annuity date. He or she may also select an annuity payment option and
a different payment frequency. The contract owner may change his or her
selections later. (See CHANGE OF ANNUITY DATE OR ANNUITY OPTION on page 25.) The
amount of each variable annuity payment will depend on the investment
performance of the Funds the contract owner selects.
If the net contract value at the annuity date is less than $5,000 ($3,500 for
certain qualified Contracts), Merrill Lynch Life may pay the contract value in a
lump sum in lieu of annuity payments. For tax consequences of a lump sum
payment, see TAXATION OF ANNUITIES on page 28. If any annuity payment would be
less than $50, Merrill Lynch Life may change the frequency of payments to such
intervals as will result in payments of at least $50. (See MINIMUM ANNUITY
PAYMENTS on page 26.)
ACCOUNT TRANSFERS
The contract owner may transfer all or part of the contract value between the
Variable Account and the Fixed Account and among subaccounts of the Variable
Account, subject to certain limitations. (See ACCOUNT TRANSFERS on page 24.) For
Contracts issued prior to April 30, 1986 and reinsured by Merrill Lynch Life,
see the Appendix for special provisions.
PAYMENT ON DEATH
If either the annuitant or the contract owner dies prior to the annuity date,
Merrill Lynch Life will pay the greater of (a) the sum of all premiums paid
(adjusted for any withdrawals) or (b) the then current contract value. No
contingent deferred sales charge will be imposed. (See PAYMENT ON DEATH on page
23.)
WITHDRAWALS
The contract owner may withdraw all or part of the accumulated contract value
prior to the earlier of the annuity date or the death of the annuitant. The
amount the contract owner withdraws must be at least $500. If the Contract is to
continue in force, the remaining contract value must be at least $500. If these
dollar limitations relating to partial withdrawals would prevent the contract
owner from making a partial withdrawal,
6
<PAGE> 11
he or she may nevertheless make a full withdrawal of the contract value. A
contingent deferred sales charge and a contract administration charge may be
imposed. (See WITHDRAWALS on page 24.) Withdrawals will decrease the contract
value. Withdrawals are subject to tax and prior to age 59 1/2 may also be
subject to a 10% federal penalty tax (see TAXATION OF ANNUITIES on page 28), and
withdrawals under Tax-Sheltered Annuities are restricted (see TAX-SHELTERED
ANNUITIES on page 32).
TEN DAY REVIEW
When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, he or she may
return it for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to Merrill Lynch Life's Service Center
or to the Financial Consultant who sold it for a refund to be made. Merrill
Lynch Life will then refund to the contract owner the greater of all premiums
paid into the Contract or the contract value as of the date the Contract is
returned. For contracts issued in the Commonwealth of Pennsylvania, Merrill
Lynch Life will refund the contract owner's premiums allocated to the Fixed
Account plus the value of the contract owner's interest in the Variable Account
as of the date the Contract is returned. The Contract will then be deemed void.
7
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FEE TABLE
<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CLASS A SHARES)
----------------------------------------------------------------------------------------
HIGH SPECIAL GLOBAL NATURAL
RESERVE CURRENT QUALITY VALUE STRATEGY RESOURCES
ASSETS PRIME INCOME EQUITY FOCUS FOCUS FOCUS
FUND BOND FUND FUND FUND FUND FUND(F) FUND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
CONTRACT OWNER
TRANSACTION EXPENSES:
Contingent Deferred
Sales Charge (as a
percentage of
purchase payments or
amount withdrawn, as
applicable)(a)...... 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
ANNUAL CONTRACT
ADMINISTRATION
CHARGE(B)............. $30.00 $30.00 $30.00 $30.00 $30.00 $30.00 $30.00
SEPARATE ACCOUNT ANNUAL
EXPENSES (AS A
PERCENTAGE OF NET
ASSETS):
Expense Risk
Charge(c)........... 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
Mortality Risk
Charge(d)........... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution Expense
Charge(d)........... 0.05% 0.05% 0.05% 0.05% 0.05% 0.05% 0.05%
----- ----- ----- ----- ----- ----- -----
TOTAL SEPARATE ACCOUNT
ANNUAL EXPENSES....... 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%
===== ===== ===== ===== ===== ===== =====
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CLASS A SHARES)
-----------------------------------------------------------------
INTERNATIONAL BASIC GLOBAL
AMERICAN EQUITY VALUE GROWTH
BALANCED INDEX 500 FOCUS FOCUS FOCUS
FUND FUND FUND FUND FUND(H)
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER
TRANSACTION EXPENSES:
Contingent Deferred
Sales Charge (as a
percentage of
purchase payments or
amount withdrawn, as
applicable)(a)...... 5.00% 5.00% 5.00% 5.00% 5.00%
ANNUAL CONTRACT
ADMINISTRATION
CHARGE(B)............. $30.00 $30.00 $30.00 $30.00 $30.00
SEPARATE ACCOUNT ANNUAL
EXPENSES (AS A
PERCENTAGE OF NET
ASSETS):
Expense Risk
Charge(c)........... 0.50% 0.50% 0.50% 0.50% 0.50%
Mortality Risk
Charge(d)........... 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution Expense
Charge(d)........... 0.05% 0.05% 0.05% 0.05% 0.05%
----- ----- ------- ----- -----
TOTAL SEPARATE ACCOUNT
ANNUAL EXPENSES....... 1.30% 1.30% 1.30% 1.30% 1.30%
===== ===== ======= ===== =====
</TABLE>
<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CLASS A SHARES)
--------------------------------------------------------
HIGH SPECIAL GLOBAL
RESERVE PRIME CURRENT QUALITY VALUE STRATEGY
ASSETS BOND INCOME EQUITY FOCUS FOCUS
FUND FUND FUND FUND FUND FUND(F)
------- ----- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
MERRILL LYNCH VARIABLE
SERIES FUNDS, INC. ANNUAL
EXPENSES FOR THE YEAR
ENDED DECEMBER 31, 1997
(AS A PERCENTAGE OF
PORTFOLIO COMPANY NET ASSETS):
Investment Advisory
Fees(e)............. 0.50% 0.42% 0.47% 0.44% 0.75% 0.65%
Other Expenses........ 0.12% 0.05% 0.07% 0.04% 0.05% 0.08%
---- ---- ---- ---- ---- ----
TOTAL MERRILL LYNCH
VARIABLE SERIES FUNDS,
INC. ANNUAL OPERATING
EXPENSES.............. 0.62% 0.47% 0.54% 0.48% 0.80% 0.73%
==== ==== ==== ==== ==== ====
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CLASS A SHARES)
-----------------------------------------------------------------
NATURAL INTERNATIONAL BASIC GLOBAL
RESOURCES AMERICAN INDEX EQUITY VALUE GROWTH
FOCUS BALANCED 500 FOCUS FOCUS FOCUS
FUND FUND FUND(G) FUND FUND FUND(H)
--------- -------- ------- ------------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
MERRILL LYNCH VARIABLE
SERIES FUNDS, INC. ANNU
EXPENSES FOR THE YEAR
ENDED DECEMBER 31, 1997
(AS A PERCENTAGE OF
PORTFOLIO COMPANY NET A
Investment Advisory
Fees(e)............. 0.65% 0.55% 0.30% 0.75% 0.60% 0.75%
Other Expenses........ 0.16% 0.05% 0.10% 0.15% 0.05% 0.50%
--------- --------- ---- ---- ---- ----
TOTAL MERRILL LYNCH
VARIABLE SERIES FUNDS,
INC. ANNUAL OPERATING
EXPENSES.............. 0.81% 0.60% 0.40% 0.90% 0.65% 1.25%
========= ========= ==== ==== ==== ====
</TABLE>
- ---------------
(a) A contingent deferred sales charge is imposed upon withdrawal of all or part
of the contract value. The charge is 5%, applied to the lesser of premiums
paid within the past 7 years (adjusted for any prior withdrawals) or the
amount withdrawn. There will be no charge for such part of the first
withdrawal in a contract year as does not exceed 10% of the premiums paid
prior to the date of withdrawal. (See page 19.)
(b) A contract administration charge of $30 per contract year is deducted from
each Contract. It is deducted from the contract value on each contract
anniversary on or prior to the annuity date and at full withdrawal if made
other than on a contract anniversary.
(c) The expense risk charge is stated as an annual percentage of the daily net
asset value of the Variable Account. The rate indicated is for nonqualified
Contracts. For qualified Contracts, the rate is 0.20%. (See page 20.)
(d) The mortality risk charge and the distribution expense charge are each
stated as an annual percentage of the daily net asset value of the Variable
Account. (See pages 20 and 21.)
(e) See "Investments of the Variable Account" on page 15.
(f) Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into the Global Strategy Focus Fund. See
the accompanying prospectus for Merrill Lynch Variable Series Funds, Inc.
for additional information regarding this change.
(g) The Fee Table does not reflect any fees waived or expenses assumed by
Merrill Lynch Asset Management, L.P. ("MLAM") during the year ended December
31, 1997 with respect to any Fund because such waivers and assumption of
expenses were made on a voluntary basis and MLAM may discontinue or reduce
any such waiver or assumption of expenses at any time without notice. During
the fiscal year ended December 31, 1997, MLAM waived management fees and
reimbursed expenses totaling 0.06% for the Index 500 Fund after which the
Fund's total expense ratio, net of reimbursement, was 0.34%.
(h) Effective following the close of business on June 5, 1998, the Global Growth
Focus Fund will become available for contract owner investment. "Other
Expenses" and "Total Merrill Lynch Variable Series Funds, Inc. Annual
Operating Expenses" shown for the Global Growth Focus Fund are based on
other expenses estimated for the current fiscal year. MLAM and Merrill Lynch
Life Agency, Inc. have entered into a Reimbursement Agreement that limits
the operating expenses, exclusive of any distribution fees imposed on Class
B shares, paid by each Fund of the Merrill Lynch Variable Series Funds, Inc.
in a given year to 1.25% of its average net assets. This Reimbursement
Agreement is expected to remain in effect for the current year. Absent this
Reimbursement Agreement, estimated "Other Expenses" for the Global Growth
Focus Fund would have been 0.67%.
8
<PAGE> 13
<TABLE>
<CAPTION>
HIGH SPECIAL GLOBAL NATURAL
RESERVE CURRENT QUALITY VALUE STRATEGY RESOURCES AMERICAN
ASSETS PRIME INCOME EQUITY FOCUS FOCUS FOCUS BALANCED
FUND BOND FUND FUND FUND FUND FUND FUND FUND
EXAMPLE SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
If the contract owner
surrenders his or her
Contract at the end of
the applicable time
period, the contract
owner would pay the
following expenses on
a $1,000 investment,
assuming 5% annual
return on assets:
1-year............. $ 70 $ 69 $ 69 $ 69 $ 72 $ 71 $ 72 $ 70
3-year............. 112 107 109 108 118 115 118 111
5-year............. 156 149 152 149 166 162 166 155
10-year............. 230 214 221 215 249 242 250 228
If the contract owner
annuitizes, or does
not surrender, at the
end of the applicable
time period, the
contract owner would
pay the following
expenses on a $1,000
investment, assuming
5% annual return on
assets:
1-year............. $ 20 $ 19 $ 19 $ 19 $ 22 $ 21 $ 22 $ 20
3-year............. 62 57 59 58 68 65 68 61
5-year............. 106 99 102 99 116 112 116 105
10-year............. 230 214 221 215 249 242 250 228
<CAPTION>
INTERNATIONAL BASIC GLOBAL
EQUITY VALUE GROWTH
INDEX 500 FOCUS FOCUS FOCUS
FUND FUND FUND FUND
EXAMPLE SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
If the contract owner
surrenders his or her
Contract at the end of
the applicable time
period, the contract
owner would pay the
following expenses on
a $1,000 investment,
assuming 5% annual
return on assets:
1-year............. $ 68 $ 73 $ 70 $ 77
3-year............. 105 121 113 131
5-year............. 145 171 158 189
10-year............. 206 259 233 295
If the contract owner
annuitizes, or does
not surrender, at the
end of the applicable
time period, the
contract owner would
pay the following
expenses on a $1,000
investment, assuming
5% annual return on
assets:
1-year............. $ 18 $ 23 $ 20 $ 27
3-year............. 55 71 63 81
5-year............. 95 121 108 139
10-year............. 206 259 233 295
</TABLE>
The foregoing Fee Table and Example are intended to assist investors in
understanding the costs and expenses that a contract owner in the Merrill Lynch
Life Variable Annuity Separate Account will bear directly or indirectly with
respect to each Fund. The Fee Table and Example include charges and expenses of
the Variable Account as well as for Class A shares of the Merrill Lynch Variable
Series Funds, Inc.
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR ANNUAL RATES OF RETURN OF ANY FUND. ACTUAL EXPENSES AND ANNUAL RATES
OF RETURN MAY BE MORE OR LESS THAN THOSE ASSUMED FOR THE PURPOSE OF THE EXAMPLE.
The Fee Table and Example do not include charges to contract owners for
reimbursement of premium taxes paid with respect to the Contract. Premium taxes
may be applicable. Refer to PREMIUM TAXES on page 21 for further information.
In the Example, the $30 contract administration charge was converted to a
percentage charge of 0.0085% by dividing the total administration charges
collected during 1997 by the average total contract values (excluding the value
of the Contracts in the annuity period) during 1997. Contract values and
administration charges collected include amounts allocated to the Variable
Account only. The percentage charge so determined was multiplied by the average
annual assets of the hypothetical account to determine the annual charge. The
average annual assets were calculated reflecting the daily deduction of the
Total Separate Account Annual Expenses (1.30%) and total Fund expenses (0.40% to
1.25% depending on the Fund).
9
<PAGE> 14
CONDENSED FINANCIAL INFORMATION
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
SCHEDULE OF ACCUMULATION UNIT VALUES*
FOR THE PERIOD JANUARY 1, 1988 THROUGH DECEMBER 31, 1997
*The accumulation unit values listed below for the periods January 1, 1988
through August 31, 1991 are for periods when the Contracts were funded through
the Merrill Lynch Variable Annuity Account of Family Life Insurance Company
("FLIC"). See page 14. On September 1, 1991, Merrill Lynch Life assumption
reinsured certain of FLIC's variable annuity contracts (see THE REINSURANCE
AGREEMENT on page 15). The financial performance of the Contracts shown in the
Schedule of Accumulation Unit Values, below, includes the performance of the
Contracts for periods prior to September 1, 1991 while part of the FLIC separate
account.
<TABLE>
<CAPTION>
NONQUALIFIED 1988 1989 1990 1991 1992 1993 1994
CONTRACTS: ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Reserve Assets Fund
January 1 value............. 15.407 16.252 17.44 18.55 19.38 19.76 20.04
December 31 value........... 16.252 17.439 18.55 19.38 19.76 20.04 20.54
Total units outstanding at
December 31............... 756,930.2 542,420.0 437,996.5 492,365.6
Prime Bond Fund
January 1 value............. 18.750 19.764 22.10 23.38 26.86 28.45 31.46
December 31 value........... 19.764 22.103 23.38 26.86 28.45 31.46 29.57
Total units outstanding at
December 31............... 618,656.9 667,898.6 741,333.5 610,532.0
High Current Income Fund
January 1 value............. 20.127 22.632 23.76 21.62 30.51 36.15 42.06
December 31 value........... 22.632 23.760 21.62 30.51 36.15 42.06 40.03
Total units outstanding at
December 31............... 181,893.1 182,229.2 245,495.0 198,985.9
Quality Equity Fund
January 1 value............. 20.188 22.626 29.21 29.03 37.30 37.81 42.76
December 31 value........... 22.626 29.210 29.03 37.30 37.81 42.76 41.71
Total units outstanding at
December 31............... 674,488.8 681,947.8 790,434.5 701,903.6
Special Value Focus Fund
January 1 value............. 13.681 14.079 16.20 13.99 20.73 20.35 23.66
December 31 value........... 14.079 16.205 13.99 20.73 20.35 23.66 21.66
Total units outstanding at
December 31............... 269,251.3 310,826.6 336,594.9 314,670.5
Flexible Strategy Fund
April 30 (commencement).....
January 1 value............. 10.245 11.252 13.36 13.82 17.06 17.55 20.07
December 31 value........... 11.252 13.362 13.82 17.06 17.55 20.07 18.98
Total units outstanding at
December 31............... 1,491,361.1 1,536,734.4 1,689,884.9 1,451,982.2
American Balanced Fund
May 31 (commencement)....... 10.000
January 1 value............. 10.332 12.05 12.04 14.34 14.96 16.76
December 31 value........... 10.332 12.047 12.04 14.34 14.96 16.76 15.85
Total units outstanding at
December 31............... 226,441.1 309,664.2 344,819.9 282,733.9
Natural Resources Focus Fund
May 31 (commencement)....... 10.000
January 1 value............. 9.508 11.10 10.27 10.28 10.29 11.22
December 31 value........... 9.508 11.097 10.27 10.28 10.29 11.22 11.23
Total units outstanding at
December 31............... 36,077.3 50,350.7 97,956.9 92,609.5
<CAPTION>
NONQUALIFIED 1995 1996 1997
CONTRACTS: ---- ---- ----
<S> <C> <C> <C>
Reserve Assets Fund
January 1 value............. 20.54 21.41 22.23
December 31 value........... 21.41 22.23 23.08
Total units outstanding at
December 31............... 350,130.6 297,045.1 214,402.3
Prime Bond Fund
January 1 value............. 29.57 35.07 35.38
December 31 value........... 35.07 35.38 37.94
Total units outstanding at
December 31............... 510,791.1 488,173.0 396,073.2
High Current Income Fund
January 1 value............. 40.03 46.32 50.87
December 31 value........... 46.32 50.87 55.74
Total units outstanding at
December 31............... 175,671.0 161,397.6 134,635.7
Quality Equity Fund
January 1 value............. 41.71 50.48 58.75
December 31 value........... 50.48 58.75 71.74
Total units outstanding at
December 31............... 648,031.6 596,734.7 505,746.5
Special Value Focus Fund
January 1 value............. 21.66 31.20 33.30
December 31 value........... 31.20 33.30 36.72
Total units outstanding at
December 31............... 324,219.4 301,378.9 215,656.9
Flexible Strategy Fund
April 30 (commencement).....
January 1 value............. 18.98 21.99 **
December 31 value........... 21.99 ** **
Total units outstanding at
December 31............... 1,178,582.2 0.0 0.0
American Balanced Fund
May 31 (commencement).......
January 1 value............. 15.85 18.91 20.48
December 31 value........... 18.91 20.48 23.68
Total units outstanding at
December 31............... 237,332.7 225,557.1 184,125.0
Natural Resources Focus Fund
May 31 (commencement).......
January 1 value............. 11.23 12.49 14.00
December 31 value........... 12.49 14.00 12.09
Total units outstanding at
December 31............... 81,046.5 69,028.9 52,717.5
</TABLE>
**Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into the Global Strategy Focus Fund.
10
<PAGE> 15
<TABLE>
<CAPTION>
NONQUALIFIED 1996 1997
CONTRACTS: ---- ----
<S> <C> <C>
Global Strategy Focus Fund
January 1 value.............. 0.00 10.06
December 31 value............ 10.06 11.12
Total units outstanding at
December 31................ 2,546,221,8 2,163,814.8
Index 500 Fund
January 1 value.............. 0.00 10.l2
December 31 value............ 10.12 13.27
Total units outstanding at
December 31................ 4,247.5 135,036.0
International Equity Fund
January 1 value.............. 0.00 10.05
December 31 value............ 10.05 9.47
Total units outstanding at
December 31................ 723.7 19,276.6
Basic Value Focus Fund
January 1 value.............. 0.00 9.83
December 31 value............ 9.83 11.71
Total units outstanding at
December 31................ 17,412.4 147,773.7
</TABLE>
11
<PAGE> 16
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
SCHEDULE OF ACCUMULATION UNIT VALUES*
FOR THE PERIOD JANUARY 1, 1988 THROUGH DECEMBER 31, 1997
*The accumulation unit values listed below for the periods January 1, 1988
through August 31, 1991 are for periods when the Contracts were funded through
the Merrill Lynch Variable Annuity Account of Family Life Insurance Company
("FLIC"). See page 14. On September 1, 1991, Merrill Lynch Life assumption
reinsured certain of FLIC's variable annuity contracts (see THE REINSURANCE
AGREEMENT on page 15). The financial performance of the Contracts shown in the
Schedule of Accumulation Unit Values, below, includes the performance of the
Contracts for periods prior to September 1, 1991 while part of the FLIC separate
account.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993 1994 1995
QUALIFIED CONTRACTS: ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reserve Assets Fund
January 1 value............. 15.668 16.577 17.84 19.04 19.94 20.39 20.75 21.32
December 31 value........... 16.577 17.840 19.04 19.94 20.39 20.75 21.32 22.30
Total units outstanding at
December 31............... 574,284.7 370,601.0 308,644.8 252,365.2 194,679.2
Prime Bond Fund
January 1 value............. 19.241 20.347 22.82 24.21 27.90 29.64 32.87 30.98
December 31 value........... 20.347 22.823 24.21 27.90 29.64 32.87 30.98 36.86
Total units outstanding at
December 31............... 428,447.8 478,220.2 477,582.5 358,718.0 303,333.0
High Current Income Fund
January 1 value............. 21.000 23.687 24.94 22.76 32.22 38.29 44.68 42.65
December 31 value........... 23.687 24.941 22.76 32.22 38.29 44.68 42.65 49.49
Total units outstanding at
December 31............... 74,457.7 73,582.5 93,456.4 92,839.7 79,516.1
Quality Equity Fund
January 1 value............. 21.549 24.224 31.37 31.26 40.29 40.96 46.46 45.45
December 31 value........... 24.224 31.366 31.26 40.29 40.96 46.46 45.45 55.18
Total units outstanding at
December 31............... 432,953.7 457,836.2 516,176.0 469,259.2 412,217.8
Special Value Focus Fund
January 1 value............. 14.862 15.341 17.71 15.33 22.79 22.44 26.17 24.03
December 31 value........... 15.341 17.710 15.33 22.79 22.44 26.17 24.03 34.71
Total units outstanding at
December 31............... 139,492.7 156,274.5 195,677.9 184,213.2 188,466.9
Flexible Strategy Fund
April 30 (commencement).....
January 1 value............. 10.295 11.341 13.51 14.02 17.35 17.90 20.53 19.47
December 31 value........... 11.341 13.508 14.02 17.35 17.90 20.53 19.47 22.63
Total units outstanding at
December 31............... 1,139,762.3 1,085,349.8 1,225,420.9 1,076,826.3 934,036.1
American Balanced Fund
May 31 (commencement)....... 10.000
January 1 value............. 10.350 12.10 12.13 14.49 15.17 17.04 16.17
December 31 value........... 10.350 12.104 12.13 14.49 15.17 17.04 16.17 19.34
Total units outstanding at
December 31............... 79,728.3 155,312.1 200,913.9 171,872.9 154,870.7
Natural Resources Focus Fund
May 31 (commencement)....... 10.000
January 1 value............. 9.524 11.15 10.35 10.39 10.43 11.40 11.45
December 31 value........... 9.524 11.149 10.35 10.39 10.43 11.40 11.45 12.78
Total units outstanding at
December 31............... 28,823.5 27,220.0 40,239.5 44,876.1 39,692.2
<CAPTION>
1996 1997
QUALIFIED CONTRACTS: ---- ----
<S> <C> <C>
Reserve Assets Fund
January 1 value............. 22.30 23.21
December 31 value........... 23.21 24.18
Total units outstanding at
December 31............... 186,463.2 145,942.9
Prime Bond Fund
January 1 value............. 36.86 37.30
December 31 value........... 37.30 40.12
Total units outstanding at
December 31............... 287,481.4 253,147.8
High Current Income Fund
January 1 value............. 49.49 54.52
December 31 value........... 54.52 59.52
Total units outstanding at
December 31............... 73,108.5 61,583.9
Quality Equity Fund
January 1 value............. 55.18 64.41
December 31 value........... 64.41 78.88
Total units outstanding at
December 31............... 395,390.6 337,738.4
Special Value Focus Fund
January 1 value............. 34.71 37.15
December 31 value........... 37.15 41.10
Total units outstanding at
December 31............... 209,262.6 176,237.7
Flexible Strategy Fund
April 30 (commencement).....
January 1 value............. 22.63 **
December 31 value........... ** **
Total units outstanding at
December 31............... 0.0 0.0
American Balanced Fund
May 31 (commencement).......
January 1 value............. 19.34 21.01
December 31 value........... 21.01 24.36
Total units outstanding at
December 31............... 162,879.1 108,485.8
Natural Resources Focus Fund
May 31 (commencement).......
January 1 value............. 12.78 14.36
December 31 value........... 14.36 12.49
Total units outstanding at
December 31............... 36,777.8 30,921.9
</TABLE>
**Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into the Global Strategy Focus Fund.
12
<PAGE> 17
<TABLE>
<CAPTION>
1996 1997
QUALIFIED CONTRACTS: ---- ----
<S> <C> <C>
Global Strategy Focus Fund
January 1 value................. 0.00 10.07
December 31 value............... 10.07 11.16
Total units outstanding at
December 31................... 1,987,382.0 1,738,999.2
Index 500 Fund
January 1 value................. 0.00 10.12
December 31 value............... 10.12 13.31
Total units outstanding at
December 31................... 0.00 76,239.7
International Equity Fund
January 1 value................. 0.00 10.05
December 31 value............... 10.05 9.50
Total units outstanding at
December 31................... 529.5 8,726.1
Basic Value Focus Fund
January 1 value................. 0.00 9.83
December 31 value............... 9.83 11.74
Total units outstanding at
December 31................... 27,787.1 76,376.9
</TABLE>
13
<PAGE> 18
MERRILL LYNCH LIFE INSURANCE COMPANY
Merrill Lynch Life Insurance Company ("Merrill Lynch Life") is a stock life
insurance company organized under the laws of the State of Washington in 1986
and redomesticated under the laws of the State of Arkansas in 1991. Merrill
Lynch Life is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.,
a corporation whose common stock is traded on the New York Stock Exchange.
Merrill Lynch Life is authorized to sell life insurance and annuity contracts.
Merrill Lynch Life is admitted to do business in 49 states, Guam, the U.S.
Virgin Islands, and the District of Columbia.
All communications, including inquiries, concerning the Contract should be
addressed to Merrill Lynch Life's Service Center at the address printed on the
first page of this Prospectus.
On October 1, 1991, Tandem Insurance Group, Inc. (adba Tandem Life Insurance
Company) ("Tandem"), an affiliate of Merrill Lynch Life, merged with and into
Merrill Lynch Life. Merrill Lynch Life is the surviving company.
As a result of the merger, all contracts previously afforded by Tandem are now
afforded by Merrill Lynch Life. Thus, contract owners maintain their identical
coverage through Merrill Lynch Life.
In addition, the Tandem Variable Annuity Separate Account (the "Tandem Account")
was combined with the Variable Account. Assets of the Tandem Account have become
assets of the Merrill Lynch Life Account. These assets are segregated from all
of Merrill Lynch Life's other assets. The combination of accounts maintained all
investment options and had no adverse impact (including federal tax) on any
contract owners nor any impact on accumulation units, annuity units, or unit
values.
THE VARIABLE ACCOUNT
The establishment of the Variable Account was approved by Merrill Lynch Life's
Board of Directors on March 15, 1991. The Variable Account is registered with
the Securities and Exchange Commission as a unit investment trust pursuant to
the provisions of the Investment Company Act of 1940. Such registration does not
involve any supervision by the Securities and Exchange Commission of the
investment practices or policies of the Variable Account. The Variable Account
meets the definition of a separate account under the federal securities laws.
While the assets of the Variable Account are Merrill Lynch Life's property, as a
segregated investment account, Arkansas insurance law provides that assets of
the Variable Account equal to its reserves and other liabilities are not
chargeable with liabilities arising out of any other business Merrill Lynch Life
may conduct; however, obligations under the Contract are obligations of Merrill
Lynch Life. Income, gains and losses, whether or not realized, from assets
allocated to the Variable Account are, in accordance with the Contracts,
credited to or charged against the Variable Account without regard to other
income, gains or losses of Merrill Lynch Life. Merrill Lynch Life does not
guarantee the investment performance under the Contracts. Both the variable
contract value prior to the annuity date and the amount of any variable annuity
payments will vary with the performance of the investments selected by the
contract owner.
There are two subaccounts for each Fund. One subaccount is for qualified
Contracts and the other is for nonqualified Contracts. No transfers may be made
between a qualified and a nonqualified subaccount.
FINANCIAL STATEMENTS
Financial statements for Merrill Lynch Life and the Variable Account can be
found in the Statement of Additional Information. Because the Variable Account
acquired a majority of the assets of Merrill Lynch Variable Annuity Account of
Family Life Insurance Company ("FLIC") in connection with Merrill Lynch Life's
assumption reinsurance of certain variable annuity contracts of FLIC commencing
on September 1, 1991, the financial statements of the Variable Account include
the financial operations of the FLIC separate account for periods prior to
September 1, 1991. The Statement of Additional Information is available upon
request and without charge. This information can be obtained by writing to or
calling Merrill Lynch Life's Service Center at the address or telephone number
set forth on the first page of this Prospectus.
14
<PAGE> 19
THE REINSURANCE AGREEMENT
On March 22, 1991, Merrill Lynch Life and certain affiliated life insurance
companies entered into an assumption reinsurance agreement with Family Life
Insurance Company ("FLIC") relating to various policies including the FLIC
Contracts. The assumption reinsurance of the FLIC Contracts will take place in
several transactions. The first transaction was effected as of September 1,
1991, when Merrill Lynch Life assumption reinsured Contracts in 37 states, Guam
and the Virgin Islands. There have been various assumption reinsurance
transactions subsequent to September 1, 1991.
The FLIC Contracts, which participate in FLIC's Merrill Lynch Variable Annuity
Account, are identical to the Contracts described in this Prospectus, except
that the FLIC Contracts provide for a higher mortality risk charge (.80%
annually under the FLIC Contracts versus .75% annually under the Contracts
described in this Prospectus), but no distribution expense charge. Pursuant to
the agreement, FLIC agreed to transfer and Merrill Lynch Life agreed to assume
on an assumption reinsurance basis all of FLIC's obligations and liabilities
under certain of the Contracts to the maximum extent permitted by law. To
reflect its assumption of the FLIC Contracts, Merrill Lynch Life will issue a
certificate of assumption to the owners of the FLIC Contracts informing them of
Merrill Lynch Life's assumption of FLIC's liabilities under the Contract and of
the change in the components of the charges against separate account assets.
At such time as a Contract is assumption reinsured, assets held in FLIC's
Merrill Lynch Variable Annuity Account equal to the contract liabilities
attributable to the variable portion of the Contract will be transferred to the
Variable Account. Thereafter, the contract owner will deal directly with Merrill
Lynch Life and future premiums will be forwarded directly to Merrill Lynch Life.
The assumption reinsurance of the FLIC Contracts will not change the number of
accumulation or annuity units credited under the Contracts or the value of such
units, which will continue to be affected only by the investment performance of
the Funds. Contract values will be the same as they would have been had the
assumption reinsurance transaction not occurred, and there will be no adverse
tax consequences to a contract owner as a result of the assumption reinsurance
of his or her Contract.
INVESTMENTS OF THE VARIABLE ACCOUNT
ELIGIBLE FUNDS
Premiums will be allocated among one or more subaccounts for investment at net
asset value in shares of the Funds selected by the contract owner. No fee,
penalty or other charge will be imposed. To reduce Merrill Lynch Life's market
risk for cancellations during the TEN DAY RIGHT TO REVIEW described on page 27,
all premiums allocable to the Variable Account will be allocated to the Reserve
Assets Fund subaccount for the first 14 days following the date of issue.
Thereafter, the contract owner's interest in the Variable Account will be
reallocated to the subaccounts selected by the contract owner. In the
Commonwealth of Pennsylvania, all premiums will be invested as of the date of
issue in the subaccounts selected by the contract owner. Therefore, Pennsylvania
contract owners will bear the market risk during the right to review period.
Merrill Lynch Life may make additions to or deletions from the list of eligible
Funds as permitted by law. (See SUBSTITUTION OF INVESTMENTS on page 19.) The
contract owner may transfer all or part of his or her contract value from one
subaccount to another, except no transfer may be made within 30 days of the date
of issue. Transfers must be at least 30 days apart.
The Variable Account purchases Class A shares of the Funds. Each Fund is a
separate investment portfolio of Merrill Lynch Variable Series Funds, Inc., an
open-end management investment company registered with the Securities and
Exchange Commission. Shares of the Merrill Lynch Variable Series Funds, Inc. are
currently sold to Merrill Lynch Life, ML Life Insurance Company of New York, and
insurance companies not affiliated with Merrill Lynch Life or Merrill Lynch &
Co., Inc. to fund benefits under certain variable annuity and variable life
insurance contracts.
It is conceivable that material conflicts could arise as a result of both
variable annuity and variable life insurance separate accounts investing in the
Funds. Although no material conflicts are foreseen, the participating insurance
companies will monitor events in order to identify any material conflicts
between
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<PAGE> 20
variable annuity and variable life insurance contract owners to determine what
action, if any, should be taken. Material conflicts could result from such
things as (1) changes in state insurance law, (2) changes in federal income tax
law or (3) differences between voting instructions given by variable annuity and
variable life insurance contract owners. If a conflict occurs, Merrill Lynch
Life may be required to eliminate one or more subaccounts of the Variable
Account or substitute a new subaccount. In responding to any conflict, Merrill
Lynch Life will take the action which it believes necessary to protect its
contract owners.
Each Fund receives investment advice from Merrill Lynch Asset Management, L.P.
("MLAM") which is paid fees by the Funds for its services. The fees charged to
each of the Funds are set forth in the summary of investment objectives below.
MLAM is a worldwide mutual fund leader, and together with its affiliate Fund
Asset Management, L.P. had a total of $460 billion in investment company and
other portfolio assets under management as of January 1998, including selected
accounts of certain affiliates of MLAM. It is registered as an investment
adviser under the Investment Advisers Act of 1940. MLAM is an indirect
subsidiary of Merrill Lynch & Co., Inc. MLAM's principal business address is 800
Scudders Mill Road, Plainsboro, New Jersey 08536.
MLAM has entered into an agreement with Merrill Lynch Insurance Group, Inc.
("MLIG"), an affiliate of Merrill Lynch Life, with respect to administration
services for the Funds in connection with the Contracts and other variable life
insurance and variable annuity contracts issued by Merrill Lynch Life. Under
this agreement, MLAM pays compensation to MLIG in an amount equal to a portion
of the annual gross investment advisory fees paid by the Funds to MLAM
attributable to contracts issued by Merrill Lynch Life.
A summary of investment objectives and certain investment policies of each Fund
follows. There is no guarantee that any Fund will meet its investment objective.
Meeting the objectives depends upon how well the Funds' management anticipates
changing economic conditions. More detailed information, including the risks
associated with each Fund (including any risks associated with investment in the
High Current Income Fund) and deductions from and expenses paid out of the
assets of the Funds, may be found in the current prospectus for the Merrill
Lynch Variable Series Funds, Inc. which is in the back of this booklet. Both
prospectuses should be read in full for a complete evaluation of the Contract.
As described in the current prospectus for the Merrill Lynch Variable Series
Funds, Inc., many of these Funds should be considered a long-term investment and
a vehicle for diversification, and not as a balanced investment program. Such
Funds may not be appropriate as the exclusive investment to fund a Contract for
all contract owners. The prospectus also describes certain additional risks,
including investing on an international basis or in foreign securities and
investing in lower rated or unrated fixed income securities.
The investment objectives and policies of certain Funds are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the Funds,
however, may be higher or lower than the results of such other portfolios. There
can be no assurance, and no representation is made, that the investment results
of any of the Funds will be comparable to the investment results of any other
portfolio, even if the other portfolio has the same investment adviser or
manager.
Reserve Assets Fund
The Fund seeks to preserve capital, maintain liquidity, and achieve the highest
possible current income consistent with the foregoing objectives by investing in
short-term money market securities. The Fund invests in short-term United States
government securities; United States government agency securities; bank
certificates of deposit and bankers' acceptances; short-term debt securities
such as commercial paper and variable amount master demand notes; repurchase
agreements and other money market instruments. MLAM receives from the Fund an
advisory fee at the annual rate of 0.50% of the first $500 million of the Fund's
average daily net assets; 0.425% of the next $250 million; 0.375% of the next
$250 million; 0.35% of the next $500 million; 0.325% of the next $500 million;
0.30% of the next $500 million; and 0.275% of the average daily net assets in
excess of $2.5 billion.
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<PAGE> 21
Prime Bond Fund
The Fund seeks to obtain as high a level of current income as is consistent with
the investment policies of the Fund and with prudent investment management.
Secondarily, the Fund seeks capital appreciation when consistent with the
foregoing objective. The Fund invests primarily in long-term corporate bonds in
the top three ratings categories by Moody's Investors Service, Inc. or Standard
& Poor's Rating Group. MLAM receives from the Fund an advisory fee at the annual
rate of 0.50% of the first $250 million of the combined average daily net assets
of the Fund and High Current Income Fund; 0.45% of the next $250 million; 0.40%
of the next $250 million; and 0.35% of the combined average daily net assets in
excess of $750 million. The reduction of the advisory fee applicable to the Fund
is determined on a uniform percentage basis as described in the Statement of
Additional Information for the Funds.
High Current Income Fund
The Fund seeks to obtain the highest level of current income as is consistent
with the investment policies of the Fund and with prudent investment management.
Secondarily, the Fund seeks capital appreciation to the extent consistent with
the foregoing objective. The Fund invests principally in fixed-income securities
that are rated in the lower rating categories of the established rating services
or in unrated securities of comparable quality (including securities commonly
known as "junk bonds"). Investment in such securities entails relatively greater
risk of loss of income or principal. In an effort to minimize risk, the Fund
will diversify its holdings among many issuers. However, there can be no
assurance that diversification will protect the Fund from widespread defaults
during periods of sustained economic downturn. MLAM receives from the Fund an
advisory fee at the annual rate of 0.55% of the first $250 million of the
combined average daily net assets of the Fund and Prime Bond Fund; 0.50% of the
next $250 million; 0.45% of the next $250 million; and 0.40% of the combined
average daily net assets in excess of $750 million. The reduction of the
advisory fee applicable to the Fund is determined on a uniform percentage basis
as described in the Statement of Additional Information for the Funds.
Quality Equity Fund
The Fund seeks to achieve the highest total investment return consistent with
prudent risk. The Fund employs a fully managed investment policy utilizing
equity securities, primarily common stocks of large-capitalization companies, as
well as investment grade debt and convertible securities. Management of the Fund
will shift the emphasis among investment alternatives for capital growth,
capital stability, and income as market trends change. MLAM receives from the
Fund an advisory fee at the annual rate of 0.50% of the first $250 million of
average daily net assets; 0.45% of the next $250 million; 0.425% of the next
$100 million; and 0.40% of the average daily net assets in excess of $400
million.
Special Value Focus Fund (formerly the Equity Growth Fund)
The Fund seeks long-term growth of capital by investing primarily in common
stocks, of relatively small companies that management of the Fund believes have
special investment value and emerging growth companies regardless of size.
Companies are selected by management on the basis of their long-term potential
for expanding their size and profitability or for gaining increased market
recognition for their securities. Current income is not a factor in the
selection of securities. MLAM receives from the Fund an advisory fee at the
annual rate of 0.75% of the average daily net assets of the Fund. This is a
higher fee than that of many other mutual funds, but management of the Fund
believes it is justified by the high degree of care that must be given to the
initial selection and continuous supervision of the types of portfolio
securities in which the Fund invests.
Global Strategy Focus Fund
This Fund seeks high total investment return by investing primarily in a
portfolio of equity and fixed income securities, including convertible
securities, of U.S. and foreign issuers. The Fund seeks to achieve its objective
by investing primarily in securities of issuers located in the United States,
Canada, Western Europe, the Far
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<PAGE> 22
East and Latin America. MLAM receives from the Fund an advisory fee at the
annual rate of 0.65% of the average daily net assets of the Fund.
Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into the Global Strategy Focus Fund.
Natural Resources Focus Fund
The Fund seeks to achieve long-term growth of capital and protect the purchasing
power of shareholders' capital by investing primarily in equity securities of
domestic and foreign companies with substantial natural resource assets. MLAM
receives from the Fund an advisory fee at the annual rate of 0.65% of the
average daily net assets of the Fund.
Merrill Lynch Life and Merrill Lynch Life Variable Annuity Separate Account
reserve the right to suspend the sale of units of the Natural Resources
subaccount in response to conditions in the securities markets or otherwise.
American Balanced Fund
The Fund seeks a level of current income and a degree of stability of principal
not normally available from an investment solely in equity securities and the
opportunity for capital appreciation greater than is normally available from an
investment solely in debt securities by investing in a balanced portfolio of
fixed income and equity securities. MLAM receives from the Fund an advisory fee
at the annual rate of 0.55% of the average daily net assets of the Fund.
Index 500 Fund
This Fund seeks investment results that, before expenses, correspond to the
aggregate price and yield performance of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500 Index"). MLAM receives from the Fund an advisory
fee at an annual rate of 0.30% of the Fund's average daily net assets.
International Equity Focus Fund
This Fund seeks capital appreciation and, secondarily, income by investing in a
diversified portfolio of equity securities of issuers located in countries other
than the United States. Under normal conditions, at least 65% of the Fund's net
assets will be invested in such equity securities and at least 65% of the Fund's
total assets will be invested in the securities of issuers from at least three
different foreign countries. MLAM receives from the Fund an advisory fee at the
annual rate of 0.75% of the average daily net assets of the Fund.
Basic Value Focus Fund
This Fund seeks capital appreciation and, secondarily, income by investing in
securities, primarily equities, that management of the Fund believes are
undervalued and therefore represent basic investment value. The Fund seeks
special opportunities in securities that are selling at a discount, either from
book value or historical price-earnings ratios, or seem capable of recovering
from temporarily out of favor considerations. Particular emphasis is placed on
securities which provide an above-average dividend return and sell at a
below-average price/earnings ratio. MLAM receives from the Fund an advisory fee
at the annual rate of 0.60% of the average daily net assets of the Fund.
Global Growth Focus Fund
This Fund seeks long-term growth of capital. The Fund invests in a diversified
portfolio of equity securities of issuers located in various countries and the
United States, placing particular emphasis on companies that have exhibited
above-average growth rates in earnings. Because a substantial portion of the
Fund's assets may be invested on an international basis, contract owners should
be aware of certain risks, such as fluctuations in foreign exchange rates,
future political and economic developments, different legal systems, and the
possible imposition of exchange controls or other foreign government laws or
restrictions. An investment in the Fund may be appropriate only for long-term
investors who can assume the risk of loss of principal, and do not seek
18
<PAGE> 23
current income. MLAM receives from the Fund an advisory fee at an annual rate of
0.75% of the Fund's average daily net assets.
Effective following the close of business on June 5, 1998, this Fund will become
available for allocations of premiums and contract value.
REINVESTMENT
Fund distributions to the Variable Account are automatically reinvested in
additional Fund shares at net asset value.
SUBSTITUTION OF INVESTMENTS
Merrill Lynch Life may at its discretion substitute a different mutual fund for
any of the Funds shown on the Schedule page of a contract owner's Contract.
Substitution may be made with respect to both existing investments and the
investment of future premiums. However, no such substitution will be made
without any necessary approval of the Securities and Exchange Commission and
applicable state insurance departments. Contract owners will be notified of any
substitutions. Merrill Lynch Life may also add other Funds as eligible
investments of the Variable Account.
CHARGES AND DEDUCTIONS
Merrill Lynch Life deducts the charges described below to cover costs and
expenses, services provided, and risks assumed under the Contracts. The amount
of a charge may not necessarily correspond to the costs associated with
providing the services or benefits indicated by the designation of the charge or
associated with the particular Contract. For example, the contingent deferred
sales charge and distribution expense charge may not fully cover all of the
sales and distribution expenses actually incurred by Merrill Lynch Life, and
proceeds from other charges, including the mortality risk and expense risk
charges, may be used in part to cover such expenses.
CONTINGENT DEFERRED SALES CHARGE
Merrill Lynch Life does not make any deductions from premiums paid at the time
of purchase. The contingent deferred sales charge, when applicable, permits
Merrill Lynch Life to recover a portion of the expenses relating to the sale of
the Contract, including commissions, preparation of sales literature and other
promotional activity.
The contingent deferred sales charge is imposed at withdrawal of all or part of
the contract value. It will be the lesser of (a) 5% of the sum of the premiums
paid within 7 years prior to the date of withdrawal, adjusted for any prior
withdrawals, or (b) 5% of the amount withdrawn. The cumulative sum of all
contingent deferred sales charges made within 7 years prior to the date of
withdrawal will never be more than 5% of the sum of all premiums paid during the
same period. No charge will be made for such part of the first withdrawal in a
contract year as does not exceed 10% of the sum of premiums paid prior to the
date of withdrawal. Withdrawals will be deemed made first from premiums on a
first-in, first-out basis and then from any gain. Under no circumstances will
the cumulative sum of the contingent deferred sales charges ever exceed 5% of
total premiums. No charge will be imposed on any payment made due to death of
the annuitant or contract owner. (See PAYMENT ON DEATH on page 23.)
The contingent deferred sales charge may be reduced when sales of Contracts are
made to a trustee, employer or similar party pursuant to a retirement plan or
similar arrangement for sales of Contracts to a group of individuals if such
program results in a savings of sales expenses. The amount of reduction will
depend on such factors as the size of the group, the total amount of premiums
and other relevant factors that might tend to reduce expenses incurred in
connection with such sales. This reduction will not be unfairly discriminatory
to any contract owner. (See ACCUMULATION UNITS on page 22 for a discussion of
the effect the deduction of this charge may have on the number of accumulation
units credited to the Contract.)
Merrill Lynch Life's sales expenses relating to all Contracts will initially be
provided for out of Merrill Lynch Life's surplus. Any contingent deferred sales
charge imposed at withdrawal from a Contract is expected to
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<PAGE> 24
recover only a portion of the sales expenses relating to that Contract. Other
sales expenses will be recovered through the distribution expense charge
described below. Sales expenses not recovered through the contingent deferred
sales charge and the distribution expense charge will be recovered from profits
derived primarily from the mortality risk charge and expense risk charge
described below.
CONTRACT ADMINISTRATION CHARGE
Merrill Lynch Life imposes a contract administration charge of $30 per contract
year for administration of the Contracts. It is deducted from the contract value
on each contract anniversary on or prior to the annuity date and at full
withdrawal if made other than on a contract anniversary. Such administration
includes issuing Contracts, maintenance of contract owner records, accounting,
valuation, regulatory compliance and reporting. Even though Merrill Lynch Life's
expenses may increase, the amount of the charge will not change. (See
ACCUMULATION UNITS on page 22 for a discussion of the effect the deduction of
this charge may have on the number of accumulation units credited to the
Contract.)
WAIVER OF CHARGES
When permitted by the laws of the state in which the Contract is issued, the
contingent deferred sales charge and the contract administration charge will be
waived under a Contract issued by a trustee, employer or similar party pursuant
to a retirement plan or similar arrangement for the benefit of a group of
individuals where the initial premium is in the amount of $500,000 or more. As a
condition to the waiver, the contract owner must agree to a Contract endorsement
prohibiting the allocation of premiums and the transfer of contract values to
the Fixed Account.
EXPENSE RISK CHARGE
Merrill Lynch Life guarantees that the contract administration charge will not
increase, regardless of its actual expenses. To compensate for assuming this
expense risk, Merrill Lynch Life deducts an expense risk charge from the
Variable Account.
The charge is computed and deducted on a daily basis from each subaccount. For
nonqualified Contracts, on an annual basis it equals 0.5% of the daily net asset
value of the Variable Account. For qualified Contracts, the rate is 0.2% of the
daily net asset value of the Variable Account. If the expense risk charge is
insufficient to cover the actual cost of the expense risk, Merrill Lynch Life
will bear the loss. Conversely, if it is more than sufficient, the excess will
be part of Merrill Lynch Life's profit. The rate of the expense risk charge will
not change.
MORTALITY RISK CHARGE
Although variable annuity payments will vary according to the performance of the
investments selected by the contract owner, annuity payments will not be
affected by the mortality experience (death rate) of persons receiving such
payments or of the general population. Merrill Lynch Life assumes this mortality
risk by virtue of annuity rates in the Contract that cannot be changed. Merrill
Lynch Life also guarantees a minimum payment on death of the annuitant or
contract owner prior to the annuity date. (See PAYMENT ON DEATH on page 23.) As
compensation for assuming these mortality risks, Merrill Lynch Life deducts a
mortality risk charge from the Variable Account.
This charge is computed and deducted on a daily basis from each subaccount, but
on an annual basis it equals 0.75% of the daily net asset value of the Variable
Account. If the amount is insufficient to cover the actual cost of the mortality
risk, Merrill Lynch Life bears the loss. Conversely, if the amount proves more
than sufficient, as anticipated, the excess will be part of Merrill Lynch Life's
profit. The amount of the mortality risk charge will not change.
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<PAGE> 25
DISTRIBUTION EXPENSE CHARGE
Merrill Lynch Life anticipates that the cost of distributing the Contracts will
exceed the amounts it receives from deferred sales charges. Merrill Lynch Life
deducts a distribution expense charge from the Variable Account to compensate
for some of the distribution costs it incurs in connection with the Contracts.
The distribution expense charge is computed and deducted on a daily basis from
each subaccount, but on an annual basis it equals 0.05% of the daily net asset
value of the Variable Account.
PAYMENTS OF CHARGES AND DEDUCTIONS
The expense risk charge, the mortality risk charge and the distribution expense
charge will be computed and deducted from each subaccount of the Variable
Account for each day the Contract is in force. The contract administration
charge and the contingent deferred sales charge will be deducted from the Fixed
Account and from each subaccount of the Variable Account in the ratio of each
contract owner's interest in each to his or her contract value.
PREMIUM TAXES
Various jurisdictions impose a premium tax on annuity purchase payments received
by insurance companies. Other jurisdictions impose a premium tax on the contract
value on the annuity date. These taxes will be paid by Merrill Lynch Life when
due. The dollar amount of any premium tax will be deducted from the contract
value at the annuity date. (See ACCUMULATION UNITS on page 22 for a discussion
of the effect the deduction of this charge may have on the number of
accumulation units credited to the Contract.) In those jurisdictions that do not
allow an insurance company to reduce its current taxable premium income by the
amount of any withdrawal, surrender or death benefit paid, Merrill Lynch Life
will also deduct a charge for these taxes on any withdrawal, surrender or death
benefit effected under the Contract. Premium taxes currently range from 0% to
5%.
Premium tax rates are subject to change by law, administrative interpretations
or court decisions. Premium tax amounts will depend on, among other things, the
contract owner's state of residence, Merrill Lynch Life's status within that
state and the premium tax laws of that state.
FUND EXPENSES
Merrill Lynch Variable Series Funds, Inc., in calculating the net asset values
of the Funds, deducts advisory fees and operating expenses from the assets of
each Fund. Information about those fees and expenses can be found in the
attached prospectus for the Funds and in its Statement of Additional
Information.
DESCRIPTION OF THE CONTRACT
PREMIUMS
The minimum initial premium for nonqualified Contracts is $1,500. For qualified
Contracts it is $10. The minimum subsequent premium for nonqualified Contracts
is $300 ($50 in Tennessee) and for qualified Contracts it is the same as for the
initial premium. Subsequent premiums may be paid at any time without prior
notice to Merrill Lynch Life. Merrill Lynch Life's consent for subsequent
premiums is required only for Tax-Sheltered Annuities where there has been a
prior withdrawal from the Contract. The Contract will not be in default even if
no subsequent premiums are paid.
Application for a Contract or acceptance of the first premium is subject to
Merrill Lynch Life's underwriting rules for such transactions. Merrill Lynch
Life reserves the right to reject any application. A properly completed
application that is accompanied by the first premium and all information
necessary for the processing of the application will normally be accepted within
2 business days. If an application is not completed properly and therefore,
cannot be processed, and necessary information is not obtained within 5 business
days, Merrill Lynch Life will offer to return the premium.
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ACCUMULATION PROVISIONS
Accumulation Units
Premiums are allocated to the subaccounts in accordance with the contract
owner's selection, except during the first 14 days following the date of issue
of the Contract when premiums directed to the Variable Account will be allocated
to the Reserve Assets Fund subaccount. (See discussion under ELIGIBLE FUNDS on
page 15.) At the end of the 14-day period, contract values will be reallocated
to each subaccount selected. In the Commonwealth of Pennsylvania, all premiums
will be invested as of the date of issue in the subaccounts selected by the
contract owner. Upon allocation, premiums are converted into accumulation units
for that subaccount. The number of accumulation units is determined by dividing
the amount allocated by the value of an accumulation unit for the valuation
period in which the premium is received at Merrill Lynch Life's Service Center
or, in the case of the first premium, is accepted by Merrill Lynch Life. The
number of accumulation units will not change as a result of investment
experience. However, accumulation units will be canceled in connection with any
withdrawal or transfer from a subaccount, the assessment of all or a portion of
the contract administration charge, contingent deferred sales charge or premium
taxes against the subaccount, or upon the payment of a death benefit or
commencement of annuity payments.
Value of an Accumulation Unit
For each subaccount, the value of an accumulation unit was set at the value of
the corresponding unit of the Merrill Lynch Variable Annuity Account of FLIC as
of the date of the first transfer of assets and liabilities pursuant to the
assumption reinsurance agreement between FLIC and Merrill Lynch Life described
on page 15. The value of an accumulation unit may increase or decrease from one
valuation period to the next. The value for any valuation period is determined
by multiplying the value of an accumulation unit for the last prior valuation
period by the net investment factor for that subaccount for the current
valuation period. It reflects the investment performance and expenses of the
Funds and the deduction of the daily expense, mortality and distribution
charges.
Net Investment Factor
The net investment factor is an index used to measure the investment performance
of a subaccount from one valuation period to the next. For any subaccount, the
net investment factor for a valuation period is determined by dividing (a) by
(b) and subtracting (c):
Where (a) is:
The net asset value per share of the Fund held in the subaccount, as of
the end of the valuation period;
Plus
The per-share amount of any dividend or capital gain distributions by
the Fund if the "ex-dividend" date occurs in the valuation period.
Where (b) is:
The net asset value per share of the Fund held in the subaccount as of
the end of the last prior valuation period.
Where (c) is:
The sum of the daily expense risk charge, the daily mortality risk
charge and the daily distribution expense charge. (See CHARGES AND
DEDUCTIONS on page 19.) For nonqualified Contracts, on an annual basis
the amount of such charges equals 1.3% of the daily net asset value of
the Variable Account. For qualified Contracts, the amount equals 1.0% of
the daily net asset value of the Variable Account.
The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Merrill Lynch Life may adjust
the net investment factor to make provisions for any
22
<PAGE> 27
change in the law that requires it to pay tax on capital gains in the Variable
Account. (See FEDERAL INCOME TAXES on page 27.)
Valuation Periods
A valuation period is the interval from one valuation day of a Fund to the next
valuation day, measured from the time each day the Fund is valued.
THE FIXED ACCOUNT
In addition to providing for the allocation of premiums to the subaccounts of
the Variable Account, the Contract also provides for allocation of premiums and
transfer of contract values to the Fixed Account, which accumulate at a
guaranteed interest rate and become part of Merrill Lynch Life's general
account. In the case of certain qualified contracts, loans also may be taken
based on Fixed Account contract values. (See TAX-SHELTERED ANNUITIES on page
32.) The interests of contract owners arising from the allocation of premiums or
the transfer of contract values to the Fixed Account are not registered under
the Securities Act of 1933. Merrill Lynch Life's general account is not
registered as an investment company under the Investment Company Act of 1940.
Accordingly, the Fixed Account contract values are not subject to the provisions
that would apply if registration under such acts were required.
Merrill Lynch Life has been advised that the staff of the Securities and
Exchange Commission has not reviewed the disclosures in this Prospectus that
relate to the Fixed Account. Disclosures regarding the Fixed Account and the
general account, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in the Prospectus.
PAYMENT ON DEATH
If either the annuitant or the contract owner dies prior to the annuity date,
Merrill Lynch Life will pay to the beneficiary, upon receipt of due proof of
death, the greater of (a) the sum of all premiums (adjusted for any withdrawals)
or (b) the contract value for the valuation period in which such proof is
received at Merrill Lynch Life's Service Center.
An annuitant's beneficiary may choose a lump sum or payment under any of the
annuity options of the Contract. A contract owner's beneficiary may receive
payment only as follows:
A surviving spouse of a deceased contract owner may choose a lump sum or payment
under any of the annuity options of the Contract. If the surviving spouse of the
deceased contract owner is both the contract owner's beneficiary and a
contingent owner (if a contingent owner has been named), he or she may choose to
continue the Contract in force after the contract owner's death. A contract
owner's beneficiary who is not the surviving spouse of the deceased contract
owner may choose (a) a lump sum, which must be paid within five years of the
contract owner's death, (b) a life annuity option without guaranteed payments,
or (c) a life annuity option with guaranteed payments or a fixed period annuity
option where the period required for full distribution of the payments
guaranteed does not exceed the life expectancy of the contract owner's
beneficiary. Payment under (b) or (c), above, must start within one year of the
contract owner's death.
If all or part of a lump sum payment to a contract owner's beneficiary or
annuitant's beneficiary is used within 30 days as the premium for a new Contract
issued to the beneficiary, then the new Contract will be deemed a continuation
of the old Contract in computing withdrawal charges under the new Contract. For
tax consequences of lump sum payment, see TAXATION OF ANNUITIES on page 28.
If either the annuitant or the contract owner dies after the annuity date, any
guaranteed amounts remaining unpaid will continue to be paid pursuant to the
annuity option in force at the date of death, unless the beneficiary chooses to
receive the present value of the remaining guaranteed payments in a lump sum.
(See ANNUITY PROVISIONS on page 25.)
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BENEFICIARY
The beneficiary is named in the application. If the contract owner is not the
annuitant, there may be one beneficiary to receive payment on the annuitant's
death and a different beneficiary to receive payment on the contract owner's
death. Unless the beneficiary has been irrevocably designated, the beneficiary
may be changed during the lifetime of the annuitant or contract owner, as the
case may be. The estate or heirs of a beneficiary who dies before payment is due
have no rights under the Contract. If no beneficiary survives when payment is
due, payment will be made to the contract owner or to the contract owner's
estate.
OWNERSHIP
The contract owner is the person entitled to exercise all rights under the
Contract. The annuitant is the contract owner unless otherwise designated in the
application or by endorsement. Only a contract owner who is not also the
annuitant may designate a contingent owner; however, a contract owner who is
also the annuitant may name his or her spouse as a contingent owner. A
contingent owner is the person who is to become contract owner at the death of
the prior contract owner if the Contract continues in force after the death of
the prior contract owner. Ownership of the Contract may be transferred to a new
contract owner. Such a transfer of ownership cancels any designation of
contingent owner, but does not affect a designation of beneficiary. If the
Contract is issued pursuant to a qualified plan, it may not be assigned, pledged
or transferred, unless permitted by law. A collateral assignment does not change
contract ownership. The rights of a collateral assignee have priority over the
rights of a beneficiary. Contract owners should consult a competent tax advisor
before making any such designations, transfers or assignments.
ACCOUNT TRANSFERS
The contract owner may transfer all or part of the contract value among the
Fixed Account and the subaccounts of the Variable Account, subject to the
following restrictions. No transfer may be made from one subaccount of the
Variable Account to another within 30 days of the date of issue or within 30
days of a prior transfer. A transfer from the Fixed Account to any subaccount of
the Variable Account may not be made within six months of the date of issue or
within six months of the date of any prior transfer to the Fixed Account except
for one transfer from the Fixed Account to one or more subaccounts of the
Variable Account in January of each year. Transfers from the Variable Account to
the Fixed Account must be at least 30 days apart. No transfers may be made
between the Fixed Account and the Variable Account after the annuity date.
For Contracts issued prior to April 30, 1986 and reinsured by Merrill Lynch
Life, see the Appendix on page 37 for special provisions. Contract owners may
make transfer requests in writing or by telephone, once Merrill Lynch Life
receives proper telephone transfer authorization. Transfer requests may also be
made through a Merrill Lynch Financial Consultant, once Merrill Lynch Life
receives proper authorization. Transfers will take effect as of the end of the
valuation period on the date the request is received at Merrill Lynch Life's
Service Center. Telephone transfer requests received after 4:00 p.m. (ET) will
be deemed to have been received the following business day.
WITHDRAWALS
The contract owner may withdraw all or part of the contract value, less any
charges. For full withdrawal, the election must be accompanied by the Contract.
The election must be received by Merrill Lynch Life prior to the earlier of the
annuity date or the death of the annuitant. Under certain qualified plans, the
consent of the contract owner's spouse may be required.
On receipt of such an election, Merrill Lynch Life will cancel the number of
accumulation units necessary to equal the dollar amount of the withdrawal plus
any applicable contingent deferred sales charge or contract administration
charge. (See CHARGES AND DEDUCTIONS on page 19.) Unless otherwise requested,
partial withdrawals will be deducted from the Fixed Account and subaccounts of
the Variable Account in which the contract owner has an interest in the ratio of
his or her interest therein to the total contract value. Withdrawals and related
charges will be based on values for the valuation period in which the election
(and the Contract, if required) are received at Merrill Lynch Life's Service
Center. A withdrawal may be effected by telephone, once a proper authorization
form is submitted to Merrill Lynch Life's Service Center, if the amount
withdrawn is to be paid into a Merrill Lynch, Pierce, Fenner & Smith
Incorporated brokerage account.
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Otherwise, a withdrawal request must be submitted by the contract owner in
writing to Merrill Lynch Life's Service Center. Telephone withdrawal requests
received after 4:00 p.m. (ET) will be deemed to have been received the following
business day. A partial withdrawal must be at least $500, and the remaining
contract value must be at least $500; otherwise, the partial withdrawal will not
be permitted. Payment of withdrawals may be deferred (see SUSPENSION OF PAYMENTS
below and FEDERAL INCOME TAXES on page 27), and withdrawals under Tax-Sheltered
Annuities are restricted (see TAX-SHELTERED ANNUITIES on page 32). Withdrawals
will decrease the contract value. Withdrawals are subject to tax and prior to
age 59 1/2 may also be subject to a 10% federal penalty tax. (See TAXATION OF
ANNUITIES on page 28.)
SUSPENSION OF PAYMENTS
Payment of withdrawals will normally be made within 7 days. However, Merrill
Lynch Life reserves the right to defer any withdrawal payment or transfer of
values if (a) the New York Stock Exchange is closed (other than customary
weekend and holiday closings); (b) trading on the Exchange is restricted by the
Securities and Exchange Commission; (c) the Securities and Exchange Commission
declares that an emergency exists such that it is not reasonably practical to
dispose of securities held in the Separate Account or to determine the value of
its assets; or (d) the Securities and Exchange Commission by order so permits
for the protection of security holders.
ANNUITY PROVISIONS
Variable Annuity
A variable annuity is an annuity with payments that are not predetermined as to
dollar amount. Payments will vary according to the investment results of the
applicable subaccount. Annuity payments will be made to the contract owner
unless he or she specifies otherwise in writing. The contract owner may or may
not be the annuitant. The choice is made by the contract owner in the
application.
Selection of Annuity Date and Annuity Options
The contract owner may select the annuity date and an annuity option in the
application. If the contract owner does not do so, the annuity date will be the
first day of the next month after the annuitant's 75th birthday and the annuity
option will be a life annuity with a 10 year guarantee. The annuity date may not
be later than the first day of the next month after the annuitant's 85th
birthday. (For qualified Contracts, the annuity date generally may not be later
than April 1 of the calendar year after the calendar year in which the annuitant
attains age 70 1/2.)
Change of Annuity Date or Annuity Option
The contract owner may change the annuity date or the annuity option by
telephone or written notice received at Merrill Lynch Life's Service Center at
least 30 days prior to the current annuity date.
Annuity Options
The contract owner may select any one of the following variable annuity options
or any other option satisfactory to the contract owner and Merrill Lynch Life.
- - PAYMENTS FOR A FIXED PERIOD -- Payments will be made for the period chosen.
The period must be at least 5 years. With respect to the Variable Account
only, this option is not available until 3 years after the last premium
payment is made for this Contract, and the contract owner may at any time
choose to receive in a lump sum the present value of the remaining payments
commuted at 4% interest. Such lump sum payment will be considered a
withdrawal that may be subject to the contingent deferred sales charge. (See
WITHDRAWALS on page 24.) The contingent deferred sales charge does not apply
to any other variable annuity option. The mortality risk charge will continue
to be deducted under this option, as other options, even though under this
option Merrill Lynch Life assumes no mortality risk.
- - *LIFE ANNUITY -- Payments will be made for the life of the annuitant.
Payments will cease with the last payment due prior to the annuitant's death.
- - *JOINT AND SURVIVOR LIFE ANNUITY -- Payments will be made during the
lifetimes of the annuitant and a designated second person. Payments will
continue as long as either is living.
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- - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 OR 20 YEARS -- Payments will be
made for the life of the annuitant. A guaranteed payment period of either 10
or 20 years may be selected. If the annuitant dies during the guaranteed
period, the beneficiary may elect to receive in a lump sum the present value
of the remaining guaranteed payments computed at the interest rate in effect
when annuity payments began.
*These options are life annuities. It is possible under these options for a
payee to receive only one annuity payment if the annuitant (or the annuitant and
a designated second person) dies after the first payment, or to receive only two
annuity payments if the annuitant (or the annuitant and a designated second
person) dies after the second payment, and so on.
Minimum Annuity Payments
Annuity payments will be made monthly. The contract owner may elect quarterly,
semi-annual or annual payments, in which case the calculation of the periodic
annuity payments will be based on the monthly amount, adjusted by a factor that
takes into account the longer interval between payments. If any payment would be
less than $50 Merrill Lynch Life may change the frequency so payments are at
least $50 each. If the net contract value to be applied at the annuity date is
less than $5,000 ($3,500 for qualified Contracts), Merrill Lynch Life may elect
to pay such amount in a lump sum. For tax consequences of a lump sum payment,
see TAXATION OF ANNUITIES on page 28.
First Variable Annuity Payment
The dollar amount of the first monthly variable annuity payment will be
determined by applying the contract owner's interest in the Variable Account,
less any premium taxes, to the annuity table for the annuity option chosen. The
annuity tables are in the Contract. The tables are based on the 1983 Table "a"
for Individual Annuity Valuation with interest at 4% and the annuitant's age set
back one year.
Age Adjustment
The Contract contains a formula for adjusting the age of the annuitant based on
the annuity date for purposes of determining the dollar amount of the first
monthly annuity payment for each $1,000 applied under an annuity option. If the
annuity date is between the years 1990 and 1999, the annuitant's age is reduced
one year. For each decade thereafter, the annuitant's age is reduced one
additional year. The maximum age adjustment is five years.
An age adjustment results in a reduction in the monthly annuity payments that
would otherwise be made. It may be advantageous, therefore, for the contract
owner to designate an annuity date that immediately precedes the date on which
an age adjustment would occur under the Contract. For example, annuity payment
rates for an annuitant with an annuity date in the year 2000 will be the same as
those for the year 1999, even though the annuitant is one year older, because
the new decade results in the annuitant's age being reduced by an additional
year.
Number of Annuity Units
The number of Annuity Units for each applicable subaccount is the amount of the
first monthly annuity payment attributable to that subaccount divided by the
value of an annuity unit for that subaccount as of the annuity date. The amount
of the first payment attributable to a subaccount is based on the ratio of each
contract owner's interest in that subaccount at the annuity date to his or her
interest in all subaccounts. The number will not change as a result of
investment experience.
Value of Each Annuity Unit
For each subaccount the value of an annuity unit was set at the value of the
corresponding unit of the Merrill Lynch Variable Annuity Account of FLIC as of
the date of the first transfer of assets and liabilities pursuant to the
assumption reinsurance agreement between FLIC and Merrill Lynch Life described
on page 15. The value may increase or decrease from one valuation period to the
next. For any valuation period, the value of an annuity unit for a particular
subaccount is the value of an annuity unit for that subaccount for the last
prior valuation period multiplied by the net investment factor for that
subaccount for the current valuation period. The result is then multiplied by a
factor to neutralize the assumed investment rate of 4% built into the annuity
tables.
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Subsequent Variable Annuity Payments
Subsequent variable annuity payments will vary in amount according to the
investment performance of the applicable subaccounts within the Variable
Account. The amount of subsequent annuity payments, which may change from month
to month, is equal to the number of annuity units for each subaccount chosen
multiplied by the value of an annuity unit for such subaccount for the valuation
period in which payment is due. Merrill Lynch Life guarantees that the amount of
each subsequent annuity payment will not be affected by variations in expenses
or mortality experience.
Assumed Investment Rate
A 4% assumed investment rate is built into the annuity tables in the Contract. A
higher assumption would mean a higher first annuity payment but more slowly
rising and more rapidly falling subsequent payments. A lower assumption would
have the opposite effect. If the actual net investment rate is 4% annually,
annuity payments will be level.
Proof of Age, Sex and Survival
Merrill Lynch Life may require proof of age, sex or survival of any person upon
whose continuation of life annuity payments depend.
NOTICES AND ELECTIONS
Generally, all notices and elections under the Contract must be in writing,
signed by the proper party and must be received at Merrill Lynch Life's Service
Center to be effective. However, reallocations, account transfers, withdrawals,
and changes of annuity date or annuity option may be made in writing or by
telephone, once Merrill Lynch Life receives proper telephone transfer
authorization. Merrill Lynch Life is not responsible for their validity. If
acceptable to Merrill Lynch Life, notices or elections relating to beneficiaries
and ownership will take effect as of the date such a request is signed unless
Merrill Lynch Life has already acted in reliance on the prior status.
AMENDMENT OF CONTRACT
At any time Merrill Lynch Life may amend the Contract as required to make it
conform with any law, regulation or ruling issued by any government agency to
which the Contract is subject.
TEN DAY RIGHT TO REVIEW
When the owner receives the Contract, it should be reviewed carefully to make
sure it is what the contract owner intended to purchase. Generally, within 10
days after the contract owner receives the Contract, it may be returned for a
refund. Some states allow a longer period of time to return the Contract. The
Contract must be delivered to Merrill Lynch Life's Service Center or to the
Financial Consultant who sold it for a refund to be made. Merrill Lynch Life
will then refund to the contract owner the greater of all premiums paid into the
Contract or the contract value as of the date the Contract is returned. For
Contracts issued in the Commonwealth of Pennsylvania, Merrill Lynch Life will
refund the contract owner's premiums allocated to the Fixed Account plus the
value of the contract owner's interest in the Variable Account as of the date
the Contract is returned. The Contract will then be deemed void.
FEDERAL INCOME TAXES
INTRODUCTION
The Contracts are designed for use in connection with retirement plans that may
or may not be qualified plans under the provisions of the Internal Revenue Code.
The ultimate effect of federal income taxes on contract value, on annuity
payments and on the economic benefit to the contract owner, annuitant or
beneficiary depends on the type of retirement plan for which the Contract is
purchased, on whether the investments of the Variable Account meet Internal
Revenue Service diversification standards (discussed on page 30) and on the
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tax and employment status of the individual concerned. The following discussion
is general in nature and is not intended as tax advice. Each person concerned
should consult a competent tax advisor. This discussion is based on Merrill
Lynch Life's understanding of current federal income tax laws as currently
interpreted. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of the current interpretations by the
Internal Revenue Service. MERRILL LYNCH LIFE DOES NOT MAKE ANY GUARANTEE
REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE
CONTRACTS.
MERRILL LYNCH LIFE'S TAX STATUS
Merrill Lynch Life is taxed as a life insurance company under the Internal
Revenue Code. The Variable Account is not a separate entity, and for tax
purposes its operations are a part of Merrill Lynch Life's. Therefore, Merrill
Lynch Life will be liable for any taxes attributable to the Variable Account.
(See THE VARIABLE ACCOUNT on page 14.)
Under existing federal income tax law, although investment income of the
Variable Account is includible in Merrill Lynch Life's gross income, no income
tax on such income is payable by Merrill Lynch Life. Merrill Lynch Life reserves
the right, however, to deduct from the Variable Account any such taxes imposed
in the future.
TAXATION OF ANNUITIES
In General
Section 72 of the Internal Revenue Code governs taxation of annuities in
general. With respect to contracts held by natural persons, no taxes are imposed
on increases in the value of a contract until distribution occurs, either in the
form of a withdrawal or as annuity payments under the annuity option elected.
The taxable portion of a distribution (in the form of a single sum payment or an
annuity) is taxable as ordinary income. Additionally, certain transfers of a
Contract for less than adequate consideration, such as a gift, will trigger tax
on the excess of the net contract value over the contract owner's investment in
the Contract.
Required Distributions
In order to be treated as an annuity contract for federal income tax purposes,
Section 72(s) of the Code requires any nonqualified contract to provide that (a)
if any contract owner dies on or after the annuity commencement date but prior
to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that contract
owner's death; and (b) if any contract owner dies prior to the annuity
commencement date, the entire interest in the Contract will be distributed
within five years after the date of the contract owner's death. These
requirements will be considered satisfied as to any portion of the contract
owner's interest which is payable to or for the benefit of a "designated
beneficiary" and which is distributed over the life of such "designated
beneficiary" or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
owner's death. The contract owner's "designated beneficiary" (referred to herein
as the "Owner's Beneficiary") is the person designated by such contract owner as
a beneficiary and to whom ownership of the Contract passes by reason of death
and must be a natural person. However, if the contract owner's "designated
beneficiary" is the surviving spouse of the contract owner, the Contract may be
continued with the surviving spouse as the new owner.
The nonqualified contracts contain provisions which are intended to comply with
the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. Merrill Lynch Life intends
to review such provisions and modify them if necessary to assure that they
comply with the requirements of Code Section 72(s) when clarified by regulation
or otherwise. Other rules may apply to qualified contracts.
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Non-natural Owners
Nonqualified contracts held by other than a natural person generally are not
treated as annuities, and the contract owner generally must include in income
any increase in the excess of the contract value over the contract owner's
investment in the contract. This is not applicable to trusts or other entities
acting as an agent for a natural person, and there are certain other exceptions
to this rule. Prospective contract owners who are not natural persons should
consult a competent tax advisor.
Distributions
The taxable portion of annuity payments is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. After such time as the sum of the nontaxable
portion of annuity payments received equals the sum of premium payments
(adjusted for any withdrawals or outstanding loans), all subsequent annuity
payments are fully taxable as ordinary income.
With respect to nonqualified plans, partial withdrawals of contract value are
treated as taxable income to the extent that the contract value just before the
withdrawal exceeds the investment in the contract. In the case of a withdrawal
under a qualified plan, a ratable portion of the amount received is taxable,
generally based on the ratio of the investment in the contract to the
individual's total accrued benefit under the retirement plan. The assignment or
pledge (or agreement to assign or pledge) of any portion of the value of the
Contract shall be treated as a withdrawal subject to this rule. Full withdrawals
are treated as taxable income to the extent that the net contract value
withdrawn exceeds the investment in the contract. Amounts may be distributed
from the Contract because of the death of an owner or the annuitant. Generally,
such amounts are includible in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full surrender
as described above, or (2) if distributed under an annuity option, they are
taxed in the same manner as annuity payments, as described above.
For both withdrawals and annuity payments under some types of qualified plans,
there may be no investment in the contract within the meaning of Section 72 of
the Internal Revenue Code, and the total amount received may be taxable.
Contract owners, annuitants and beneficiaries should seek competent financial
advice about the tax consequences of distributions under the retirement plan in
connection with which the Contracts are purchased.
Multiple Annuity Contracts
All nonqualified annuity contracts entered into after October 21, 1988 that are
issued by Merrill Lynch Life (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includable in gross income under Section 72(e) of the Internal
Revenue Code. In addition, the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the serial
purchase of annuity contracts or otherwise. Congress has also indicated that the
Treasury Department may have authority to treat the combination purchase of an
immediate annuity contract and a separate deferred annuity contract as a single
annuity contract under its general authority to prescribe rules as may be
necessary to enforce the income tax laws.
Penalty Tax
A penalty tax is imposed equal to 10% of the taxable income portion of a
withdrawal. The penalty tax applies to both nonqualified and qualified
contracts, with different exceptions for each. The exceptions applicable to both
nonqualified and qualified contracts include, but are not limited to: (a)
distributions made at or after the contract owner's age 59 1/2, (b)
distributions made on or after the contract owner's death, (c) distributions
attributable to the contract owner's disability, and (d) substantially equal
periodic payments for the contract owner's life or life expectancy (or joint
life or joint life expectancy of the contract owner and a second person). There
is an additional exception for distributions under an immediate annuity contract
applicable to nonqualified contracts and Section 457 plans. There is also an
exception unique to qualified contracts (not applicable to Individual Retirement
Annuities and Accounts) for distributions made to an employee after
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separation from service after age 55. (For the tax treatment of any premiums
paid prior to August 14, 1982, consult a tax advisor.)
INTERNAL REVENUE SERVICE DIVERSIFICATION STANDARDS
The Internal Revenue Service has published regulations prescribing
diversification standards to be met by nonqualified variable annuity contracts
as a condition to being taxed as annuities under Section 72 of the Internal
Revenue Code. The standards provide that investments of a subaccount of the
Variable Account are adequately diversified if no more than (a) 55% of the value
of its assets is represented by any one investment, (b) 70% is represented by
any two investments, (c) 80% is represented by any three investments, and (d)
90% is represented by any four investments. Each Fund is obligated to comply
with the diversification standards imposed by the Internal Revenue Service.
The Treasury Department has announced that the diversification regulations do
not provide guidance concerning the extent to which contract owners may direct
their investments to particular subaccounts of a separate account. Such guidance
will be included in regulations or Revenue Rulings under Section 817(d) of the
Internal Revenue Code relating to the definition of a variable contract. It is
unknown what standards will be adopted in such regulations. Merrill Lynch Life,
however, believes that according to current law the Contract will be treated as
an annuity for federal income tax purposes and that the Company, not the
contract owner, will be treated as the owner of the contract investments.
The ownership rights under the Contract are similar to, but different in certain
respects from, those described by the Internal Revenue Service in rulings in
which it determined that the owners were not owners of separate account assets.
For example, the owner of the Contract has additional flexibility in allocating
premium payments and account values. These differences could result in the owner
being treated as the owner of the assets of the Variable Account. Merrill Lynch
Life reserves the right to modify the Contract as necessary to prevent the
contract owner from being considered the owner of the assets of the Variable
Account for federal tax purposes. Any such changes will apply uniformly to
affected contract owners and will be made with such notice to affected contract
owners as is feasible under the circumstances.
TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT
A transfer of ownership of the Contract, the designation of an annuitant who is
not also the owner, or the exchange of the Contract (or this Contract along with
one or more other annuity contracts) for one or more new annuity contracts may
result in certain tax consequences to the contract owner that are not discussed
herein. A contract owner contemplating any such transfer, assignment, or
exchange should contact a competent tax advisor with respect to the potential
tax effects of such a transaction.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. For instance, the President's 1999 Budget Proposal recommended
legislation that, if enacted, would adversely modify the federal taxation of the
Contracts. It is also possible that any change could be retroactive (that is,
effective prior to the date of the change). A tax advisor should be consulted
with respect to legislative developments and their effect on the Contract.
OTHER TAX CONSEQUENCES
Merrill Lynch Life does not make any guarantee regarding the tax status of the
Contract or any transaction regarding the Contract. As noted above, the
foregoing discussion of the income tax consequences under the Contract is not
exhaustive and special rules are provided with respect to other tax situations
not discussed in the Prospectus. Further, the income tax consequences discussed
herein reflect the Company's understanding of current law and the law may
change. Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of distributions under the Contract depend
on the individual circumstances of each contract owner or recipient of the
distribution. A competent tax advisor should be consulted for further
information.
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QUALIFIED PLANS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in such qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified plans. Contract owners, annuitants
and beneficiaries are cautioned that the rights of any person to any benefits
under such qualified plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the Contract. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into our Contract administration procedures. Contract owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
Contracts comply with applicable law. Following are brief descriptions of the
various types of qualified plans in connection with which Merrill Lynch Life
will issue a Contract. When issued in connection with qualified plans, a
Contract will be amended as necessary to conform to the requirements of the
Internal Revenue Code.
For qualified plans under Sections 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) if later, retires, and must be made
in a specified form or manner. If the plan participant is a "5 percent owner"
(as defined in the Code), distributions generally must begin no later than April
1 of the calendar year following the calendar year in which the contract owner
(or plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than April 1 of the calendar year
following the calendar year in which the contract owner (or plan participant)
reaches age 70 1/2.
Individual Retirement Annuities and Individual Retirement Accounts
Section 408 of the Internal Revenue Code permits eligible individuals to
contribute to an individual retirement program known as an Individual Retirement
Annuity or Individual Retirement Account (each hereafter referred to as "IRA").
IRAs are subject to limits on the amount that may be contributed, the
contributions that may be deducted from taxable income, the persons who may be
eligible and on the time when distributions may commence. Also, distributions
from certain other types of qualified plans may be "rolled over" on a
tax-deferred basis into an IRA. Sales of the Contract for use with IRAs may be
subject to special disclosure requirements of the Internal Revenue Service.
Purchasers of the Contract for use with IRAs will be provided with supplemental
information required by the Internal Revenue Service or other appropriate
agency. Such purchasers will have the right to revoke the Contract within 7 days
of the earlier of the establishment of the IRA or the purchase of the Contract.
Purchasers should seek competent advice as to the suitability of the Contract
for use with IRAs.
Earnings in an IRA are not taxed until distribution. IRA contributions are
limited each year to the lesser of $2,000 or 100% of the contract owner's
adjusted gross income and may be deductible in whole or in part depending on the
individual's income. The limit on the amount contributed to an IRA does not
apply to distributions from certain other types of qualified plans that are
"rolled over" on a tax-deferred basis into an IRA. Amounts in the IRA (other
than nondeductible contributions) are taxed when distributed from the IRA.
Distributions prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.
Simplified Employee Pension (SEP) IRAs
Employers may establish Simplified Employee Pension (SEP) IRAs under Code
Section 408(k) to provide IRA contributions on behalf of their employees. In
addition to all of the general Code rules governing IRAs, such plans are subject
to certain Code requirements regarding participation and amounts of
contributions.
SIMPLE IRAs
Beginning January 1, 1997, certain small employers may establish SIMPLE plans as
provided by Section 408(p) of the Code, under which employees may elect to defer
to a SIMPLE IRA a percentage of compensation up to $6,000 (as increased for cost
of living adjustments). The sponsoring employer is required to make matching or
non-elective contributions on behalf of employees. Distributions from SIMPLE
IRAs
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are subject to the same restrictions that apply to IRA distributions and are
taxed as ordinary income. Subject to certain exceptions, premature distributions
prior to age 59 1/2 are subject to a 10% penalty tax, which is increased to 25%
if the distribution occurs within the first two years after the commencement of
the employee's participation in the plan.
Roth IRAs
The Contract is available for purchase by an individual who has separately
established a Roth IRA custodial account with Merrill Lynch, Pierce, Fenner &
Smith Incorporated. Effective January 1, 1998, Section 408A of the Code permits
certain eligible individuals to contribute to a Roth IRA. Contributions to a
Roth IRA, which are subject to certain limitations, are not deductible and must
be made in cash or as a rollover or transfer from another Roth IRA or other IRA.
A rollover from or conversion of an IRA to a Roth IRA may be subject to tax and
other special rules may apply. You should consult a tax advisor before combining
any converted amounts with any other Roth IRA contributions, including any other
conversion amounts from other tax years. Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed contributions to
the Roth IRA, income tax and a 10% penalty tax may apply to distributions made
(1) before age 59 1/2 (subject to certain exceptions) or (2) during the five
taxable years starting with the year in which the first contribution is made to
the Roth IRA.
Pension and Profit Sharing Plans
Sections 401(a) and 403(a) of the Internal Revenue Code permit corporate
employers to establish various types of retirement plans for employees. These
plans are limited by law as to maximum permissible contributions, distribution
dates, nonforfeitability of interest and tax rates applicable to distributions.
These retirement plans may permit the purchase of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the plan, to the participant or to both may result if this Contract is assigned
or transferred to any individual as a means to provide benefit payments, unless
the plan complies with all legal requirements applicable to such benefits prior
to transfer of the Contract. Employers intending to use the Contracts in
connection with such plans should seek competent advice.
Tax-Sheltered Annuities
Section 403(b) of the Internal Revenue Code permits public school employees and
employees of certain types of charitable, educational and scientific
organizations specified in Section 501(c)(3) of the Code to purchase annuity
contracts and, subject to certain limitations, exclude the amount of premiums
from gross income for tax purposes. These annuity contracts are commonly
referred to as "Tax-Sheltered Annuities." Premiums excluded from gross income
will be subject to FICA taxes. Purchasers using the Contracts as a Tax-Sheltered
Annuity should seek competent advice as to eligibility, limitations on
permissible amounts or premiums, and restrictions and tax consequences on
distribution. The restrictions on distributions include a PROHIBITION AGAINST
DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO CONTRIBUTIONS MADE PURSUANT TO A
SALARY REDUCTION AGREEMENT, unless made:
(a) After the contract owner attains age 59 1/2;
(b) Upon separation from service;
(c) Upon death or disability, or
(d) For an amount not greater than the total of such contributions in the case
of hardship.
The above restrictions apply to distributions of employee contributions made
after December 31, 1988, earnings on those contributions, and earnings on
amounts attributable to employee contributions that are held as of December 31,
1988. In addition, income attributable to employee contributions may not be
distributed in the case of hardship. These restrictions do not apply to
distributions of any employer or other after-tax contributions, employee
contributions made on or before December 31, 1988, and earnings credited to
employee contributions before December 31, 1988.
32
<PAGE> 37
Owners of Tax-Sheltered Annuities may receive Contract loans. Contract
loans that satisfy certain requirements with respect to loan amount and
repayment are not treated as taxable distributions. If these requirements are
not satisfied, or if the Contract terminates while a loan is outstanding, the
loan balance will be treated as a taxable distribution and may be subject to
penalty tax, and the treatment of the Contract under section 403(b) may be
adversely affected. In addition, if the section 403(b) plan is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"), a Contract loan will
be treated as a "prohibited transaction" subject to certain penalties unless
additional ERISA requirements are satisfied. The Owner of a Tax-Sheltered
Annuity should seek competent advice before requesting a Contract loan and
concerning the use of the Contract in connection with a Section 403(b) plan.
Section 457 Deferred Compensation ("Section 457") Plans
Under Section 457 of the Internal Revenue Code, employees and independent
contractors who perform services for state governments, local governments,
political subdivisions, agencies, instrumentalities, and certain affiliates of
such entities, and certain tax-exempt employers may participate in a Section 457
plan of their employer allowing them to defer part of their salary or other
compensation. The amount deferred and any income on such amount will not be
taxable until paid or otherwise made available to the employee.
The maximum amount that can be deferred under a Section 457 plan in any tax year
is ordinarily one-third of the employee's includible compensation, up to $7,500.
Includible compensation means earnings for services rendered to the employer
which is includible in the employee's gross income, but excluding any
contributions under the Section 457 plan or a Tax-Sheltered Annuity. During the
last three years before an individual attains normal retirement age additional
"catch-up" deferrals are permitted.
The deferred amounts will be used by the employer to purchase the Contracts. For
a non-governmental plan, the Contracts will be owned by the employer and
generally will be subject to the claims of the employer's creditors and the
employee has no rights or vested interest in the Contract. The employee is only
entitled to payment in accordance with the Section 457 plan provisions, and
depending on the terms of the particular plan, the employer may be entitled to
draw on deferred amounts for purposes unrelated to its Section 457 plan
obligations. Present federal income tax law does not allow tax-free transfers or
rollovers for amounts accumulated in a Section 457 plan except for transfers to
other Section 457 plans in certain limited cases.
Withholding
Distributions from Contracts generally are subject to withholding for the
contract owner's federal income tax liability. The withholding rate varies
according to the type of distribution and the contract owner's tax status. The
contract owner generally will be provided the opportunity to elect to not have
tax withheld from distributions.
"Eligible rollover distributions" from Section 401(a) plans and Section 403(b)
tax-sheltered annuities are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions such as
distributions required by the Code or distributions in a specified annuity form.
The 20% withholding does not apply, however, if the contract owner chooses a
"direct rollover" from the plan to another tax-qualified plan or IRA.
VARIABLE ACCOUNT VOTING RIGHTS
In accordance with its view of present applicable law, Merrill Lynch Life will
vote the shares of the Funds held in the Variable Account at any special
meetings of the shareholders of the Funds according to instructions received
from persons having a voting interest in the Variable Account. Merrill Lynch
Life will vote shares attributable to Contracts for which it has not received
instructions in the same proportion as it votes shares for which it has received
instructions. Shares not attributable to Contracts will also be voted in the
same proportion as shares in the respective subaccounts for which instructions
are received. If, however, the Investment Company Act of 1940 should be amended,
or if the present interpretation thereof should change, and as a result Merrill
Lynch Life determines that it is permitted to vote the shares of the Funds in
its own right, Merrill Lynch Life may elect to do so.
33
<PAGE> 38
The person having the voting interest under a Contract is the contract owner.
Prior to the annuity date, the number of shares of each Fund for which voting
instructions may be given by a contract owner is determined by dividing the
contract owner's interest in the applicable subaccount by the net asset value
per share of that Fund. After the annuity date, the number of shares of each
Fund for which voting instruction may be given is determined by dividing the
reserve for such Contract allocated to the applicable subaccount by the net
asset value per share of that Fund. The votes attributable to such a Contract
will decrease as the reserves underlying the Contract decrease.
The number of Fund shares for which voting instructions may be given will be
determined as of a date to be chosen by Merrill Lynch Life, not more than 90
days prior to the meeting of the Fund.
Each person having a voting interest in the Variable Account will receive
periodic reports relating to the Funds in which he or she has an interest,
including proxy material and a form with which to give voting instructions.
REPORTS TO CONTRACT OWNERS
Merrill Lynch Life will mail to each contract owner at his or her last address
on record at least annually prior to the annuity date a report containing such
information as may be required by any applicable law or regulation and a
statement showing the current number of accumulation units attributable to the
Contract, the value per accumulation unit, the value of his or her interest in
the Variable Account and the total contract value.
DISTRIBUTION OF CONTRACTS
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is the principal
underwriter of the Contract. It was organized in 1958 under the laws of the
state of Delaware and is registered as a broker-dealer under the Securities
Exchange Act of 1934. It is a member of the National Association of Securities
Dealers, Inc. ("NASD"). MLPF&S' principal business address is World Financial
Center, 250 Vesey Street, New York, New York 10281.
Contracts are sold by registered representatives (Financial Consultants) of
MLPF&S who are also licensed through various Merrill Lynch Life Agencies
("MLLA") as insurance agents for Merrill Lynch Life. Merrill Lynch Life has
entered into a distribution agreement with MLPF&S and a companion sales
agreement with MLLA through which agreements the Contracts are sold and the
Financial Consultants are compensated by MLLA and/or MLPF&S. The maximum
compensation paid to the Financial Consultant is 2.3% of each premium. In
addition, on the annuity date, the Financial Consultant will receive additional
compensation of no more than 1.4% of the contract value. Additional annual
compensation of no more than 0.10% of the contract value may also be paid to the
Financial Consultant.
The maximum commission Merrill Lynch Life will pay to MLLA to be used to pay
commissions to Financial Consultants is 5% of each premium.
MLPF&S may arrange for sales of the Contract by other broker-dealers who are
registered under the Securities Act of 1934 and are members of the NASD.
Registered representatives of these other broker-dealers may be compensated on a
different basis than MLPF&S registered representatives.
STATE REGULATION
Merrill Lynch Life is subject to the laws of the State of Arkansas and to the
regulations of the Arkansas Insurance Department. It is also subject to the
insurance laws and regulations of all jurisdictions in which it is licensed to
do business.
An annual statement in the prescribed form is filed with the insurance
departments of jurisdictions where Merrill Lynch Life does business disclosing
the Company's operations for the preceding year and its financial condition as
of the end of that year. Insurance department regulation includes periodic
examination to verify Contract liabilities and reserves and to determine
solvency and compliance with all insurance laws and regulations. Merrill Lynch
Life's books and accounts are subject to insurance department review at all
times.
34
<PAGE> 39
A full examination of Merrill Lynch Life's operations is conducted periodically
by the Arkansas Insurance Department and under the auspices of the National
Association of Insurance Commissioners.
YEAR 2000
Many computer systems were designed using only two digits to designate years.
These systems may not be able to distinguish the Year 2000 from the Year 1900
(commonly known as the "Year 2000 Problem"). Like other investment companies and
financial and business organizations, the Separate Account could be adversely
affected if the computer systems used by Merrill Lynch Life or the other service
providers do not properly address this problem prior to January 1, 2000. Merrill
Lynch & Co., Inc. has established a dedicated group to analyze these issues and
to implement any systems modifications necessary to prepare for the Year 2000.
The resources that are being devoted to this effort are substantial. It is
difficult to predict with precision whether the amount of resources ultimately
devoted, or the outcome of these efforts, will have any negative impact on
Merrill Lynch Life. Currently, Merrill Lynch Life does not anticipate that the
transition to the 21st century will have any material impact on its ability to
continue to service the Contracts at current levels. In addition, Merrill Lynch
Life has sought assurances from the other service providers that they are taking
all necessary steps to ensure that their computer systems will accurately
reflect the Year 2000, and Merrill Lynch Life will continue to monitor the
situation. At this time, however, no assurance can be given that the other
service providers have anticipated every step necessary to avoid any adverse
effect on the Separate Account attributable to the Year 2000 Problem.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Variable Account is a party or to
which the assets of the Variable Account are subject. Merrill Lynch Life and
MLPF&S are engaged in various kinds of routine litigation that, in the Company's
judgment, is not of material importance in relation to Merrill Lynch Life's
total assets. No such litigation relates to the Variable Account.
EXPERTS
The financial statements of Merrill Lynch Life as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 and of the
Accounts as of December 31, 1997 and for the periods presented in the Statement
of Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing therein, and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing. Deloitte & Touche LLP's principal business
address is Two World Financial Center, New York, New York 10281-1420.
REGISTRATION STATEMENTS
Registration statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 that relate to the Contract and its investment options. This Prospectus
does not contain all of the information in the registration statements as
permitted by Securities and Exchange Commission regulations. The omitted
information can be obtained from the Securities and Exchange Commission's
principal office in Washington, D.C., upon payment of a prescribed fee.
LEGAL MATTERS
The organization of the Company, its authority to issue the Contract, and the
validity of the form of the Contract have been passed upon by Barry G. Skolnick,
Merrill Lynch Life's Senior Vice President and General Counsel. Sutherland,
Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters
relating to federal securities laws.
35
<PAGE> 40
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Principal Underwriter
Financial Statements
Administrative Services Arrangements
Financial Statements of Merrill Lynch Life Variable Annuity
Separate
Account
Financial Statements of Merrill Lynch Life Insurance Company
36
<PAGE> 41
APPENDIX
APPLICABLE ONLY TO CONTRACTS ISSUED PRIOR TO APRIL 30, 1986
If the contract owner's Contract was issued prior to April 30, 1986 and
assumption reinsured by Merrill Lynch Life ("old Contract"), the contract owner
may transfer all of the contract value at net asset value to a new Contract
described in this Prospectus. No contingent deferred sales charge will be
imposed on such transfer, and the new Contract will be deemed a continuation of
the old Contract in computing withdrawal charges under the new Contract.
Contracts issued prior to April 30, 1986, contain variable contract charges
identical in aggregate amount to the charges contained in the new Contracts,
except that the contingent deferred sales charge applies with respect to the old
Contracts to withdrawals of any amount during the first contract year. The new
Contracts provide that the contingent deferred sales charge does not apply to a
withdrawal up to 10% of the sum of premiums paid during the first contract year.
After the first contract year, both the old and new Contracts permit
withdrawals, without charge, of up to 10% of the sum of premiums paid prior to
the date of withdrawal.
In all other respects, both old and new Contracts are substantially similar,
except as follows:
1. The old Contracts do not provide for a Fixed Account (see THE FIXED ACCOUNT
on page 23).
2. The old Contracts do not provide for an annuity option of payments for a
fixed period (see ANNUITY OPTIONS on page 25).
3. The old Contracts contain different annuity tables for use in determining the
amount of the first variable annuity payment under the annuity options offered.
The annuity tables in the old Contracts are more favorable to contract owners
than the new Contracts' annuity tables and do not provide for an age adjustment
based on the year in which annuity payments commence. The annuity tables for
both new and old Contracts provide minimum guarantees.
4. Old Contracts, unlike new Contracts, permit a contract owner to transfer all
or part of his or her contract value to or from certain other fixed annuity
contracts issued or reinsured by Merrill Lynch Life to the contract owner.
Transfers must be at least $300, and for a partial transfer the remaining
contract value must be at least $100. All transfers must be at least 6 months
apart and must be made prior to the death of the annuitant and at least 30 days
prior to the annuity date. The primary purpose of this transfer provision is to
provide the contract owner with a means for transfer in and out of Merrill Lynch
Life's companion fixed annuity, a feature unnecessary with respect to the new
Contracts, because of the existence of the Fixed Account.
Any contract owner contemplating an exchange of Contracts should carefully
consider the potential adverse effect on the level of future annuity payments
that may result from an exchange to a new Contract.
37
<PAGE> 42
PART B
INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION
<PAGE> 43
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1998
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
FLEXIBLE PREMIUMS--NONPARTICIPATING
ISSUED BY
MERRILL LYNCH LIFE INSURANCE COMPANY
Home Office: Little Rock, Arkansas 72201
Service Center: P.O. Box 44222, Jacksonville, FL 32231-4222
4804 Deer Lake Drive East, Jacksonville, Florida 32246
Phone: (800) 535-5549
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Premiums for the Contract described in the Prospectus will be allocated to the
Merrill Lynch Life Variable Annuity Separate Account ("Variable Account"), a
segregated investment account of Merrill Lynch Life Insurance Company ("Merrill
Lynch Life"), unless allocation to the Fixed Account is selected. Premiums and
contract values allocated to the Variable Account will be invested in certain
Funds selected by the contract owner of the Merrill Lynch Variable Series Funds,
Inc., except that, for the first 14 days following the date of issue, such
premiums will be allocated to the Reserve Assets Fund Subaccounts. In the
Commonwealth of Pennsylvania, all premiums will be invested as of the date of
issue in the subaccounts selected by the contract owner. The contract owner
bears the full investment risk with respect to such investments.
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of the Variable Account, dated May 1, 1998.
The Prospectus may be obtained without charge by writing to or calling Merrill
Lynch Life's Service Center at the address or phone number set forth above.
<PAGE> 44
TABLE OF CONTENTS
<TABLE>
<S> <C>
Principal Underwriter....................................... 2
Financial Statements........................................ 2
Administrative Services Arrangements........................ 2
Financial Statements of Merrill Lynch Life Variable Annuity
Separate Account.......................................... S-1
Financial Statements of Merrill Lynch Life Insurance
Company................................................... G-1
</TABLE>
PRINCIPAL UNDERWRITER
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), an affiliate of
Merrill Lynch Life performs all sales and distribution functions regarding the
Contracts and may be deemed the principal underwriter of Merrill Lynch Life
Variable Annuity Separate Account (the "Variable Account") under the Investment
Company Act of 1940. The offering of the Contracts relates to Merrill Lynch
Life's assumption reinsurance of the Contracts previously issued by Family Life
Insurance Company ("FLIC") and offers may also be made from time to time to the
general public. The offering of the interests under the Contracts is continuous.
For the years ended December 31, 1997, 1996, and 1995, MLPF&S received in
connection with the sale of the Contracts $0.7 million, $0.7 million, and $0.7
million, respectively.
FINANCIAL STATEMENTS
The financial statements of Merrill Lynch Life included in this Statement of
Additional Information should be distinguished from the financial statements of
the Variable Account and should be considered only as bearing upon the ability
of Merrill Lynch Life to meet any obligations it may have under the Contract.
Because the Variable Account acquired a majority of the assets of Merrill Lynch
Variable Annuity Account of FLIC in connection with Merrill Lynch Life's
assumption reinsurance of certain variable annuity contracts of FLIC commencing
on September 1, 1991, the financial statements of the Variable Account include
the financial operations of the FLIC separate account for periods prior to
September 1, 1991.
ADMINISTRATIVE SERVICES ARRANGEMENTS
Merrill Lynch Life has entered into a Service Agreement with its parent, Merrill
Lynch Insurance Group, Inc. ("MLIG") pursuant to which Merrill Lynch Life can
arrange for MLIG to provide directly or through affiliates certain services.
Pursuant to this agreement, Merrill Lynch Life has arranged for MLIG to provide
administrative services for the Variable Account and the Contracts, and MLIG, in
turn, has arranged for a subsidiary, Merrill Lynch Insurance Group Services,
Inc. ("MLIG Services"), to provide these services. Compensation for these
services, which will be paid by Merrill Lynch Life, will be based on the charges
and expenses incurred by MLIG Services, and will reflect MLIG Services' actual
costs. For the years ended December 31, 1997, 1996 and 1995, Merrill Lynch Life
paid administrative services fees of $43.0 million, $44.5 million, and $43.0
million, respectively.
2
<PAGE> 45
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Merrill Lynch Life Insurance Company:
We have audited the accompanying statement of net assets of
Merrill Lynch Life Variable Annuity Separate Account (the
"Account") as of December 31, 1997 and the related
statements of operations and changes in net assets for each
of the two years in the period then ended. These financial
statements are the responsibility of the management of
Merrill Lynch Life Insurance Company. Our responsibility is
to express an opinion on these financial statements based on
our audits.
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. Our procedures included confirmation
of mutual fund securities owned at December 31, 1997. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Account
at December 31, 1997 and the results of its operations and
the changes in its net assets for the above periods in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules included herein are presented for
the purpose of additional analysis and are not a required
part of the basic financial statements. These schedules are
the responsibility of the Company's management. Such
schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects
when considered in relation to the basic financial
statements taken as a whole.
January 23, 1998
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF NET ASSETS AT DECEMBER 31, 1997
================================================================================
<TABLE>
<CAPTION>
Market
Cost Shares Value
======================= ======================= =======================
<S> <C> <C> <C>
ASSETS:
Investments in Merrill Lynch Variable Series Funds, Inc. (Note 1):
Reserve Assets Fund $ 8,480,667 8,480,667 $ 8,480,667
Prime Bond Fund 24,975,797 2,080,347 25,193,008
High Current Income Fund 10,911,091 972,144 11,199,099
Quality Equity Fund 46,559,997 1,638,392 62,947,020
Special Value Focus Fund 13,138,448 546,594 15,167,994
Global Strategy Focus Fund 38,916,601 2,956,178 43,485,376
International Equity Focus Fund 298,325 24,588 265,552
Basic Value Focus Fund 2,496,036 165,917 2,628,118
Index 500 Fund 2,504,475 208,321 2,807,766
American Balanced Fund 5,986,162 422,272 7,005,500
Natural Resources Focus Fund 1,163,813 96,056 1,023,963
----------------------- -----------------------
TOTAL ASSETS $ 155,431,412 180,204,063
======================= -----------------------
LIABILITIES:
Due to Merrill Lynch Life Insurance Company 68,970
-----------------------
TOTAL LIABILITIES 68,970
-----------------------
NET ASSETS $ 180,135,093
=======================
</TABLE>
See Notes to Financial Statements
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
<TABLE>
<CAPTION>
1997 1996
======================= =======================
<S> <C> <C>
Investment Income:
Reinvested Dividends $ 10,876,438 $ 22,406,930
Mortality and Expense Charges (Note 4) (2,155,370) (2,092,213)
----------------------- -----------------------
Net Investment Income 8,721,068 20,314,717
----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains 7,142,537 4,140,155
Net Unrealized Gains (Losses) 7,791,499 (6,787,305)
----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 14,934,036 (2,647,150)
----------------------- -----------------------
Increase in Net Assets
Resulting from Operations 23,655,104 17,667,567
----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 2,374,001 2,062,421
Transfer of Contract Owner Withdrawals (29,576,112) (24,552,979)
Transfers In (Out) - Net (1,094,172) 519,795
Transfer of Benefit Payments on Annuitized Contracts (232,757) (201,169)
Transfer of Contract Administration Charges (Note 4) (112,015) (120,774)
Net Assets Transferred under Assumption Reinsurance Agreement (Note 2) 0 8,568,806
----------------------- -----------------------
Decrease in Net Assets
Resulting from Principal Transactions (28,641,055) (13,723,900)
----------------------- -----------------------
Increase (Decrease) in Net Assets (4,985,951) 3,943,667
Net Assets Beginning Balance 185,121,044 181,177,377
----------------------- -----------------------
Net Assets Ending Balance $ 180,135,093 $ 185,121,044
======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 178,713,092 $ 183,817,151
Contracts in the Annuity Period 1,422,001 1,303,893
----------------------- -----------------------
Total Contract Owners' Balance $ 180,135,093 $ 185,121,044
======================= =======================
</TABLE>
See Notes to Financial Statements
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Merrill Lynch Life Variable Annuity Separate Account
("Account"), a separate account of Merrill Lynch Life
Insurance Company ("Merrill Lynch Life"), was
established to support Merrill Lynch Life's operations
with respect to certain variable annuity contracts
("Contracts"). The Account is governed by Arkansas State
Insurance Law. Merrill Lynch Life is an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. The
Account is a registered unit investment trust under the
Investment Company Act of 1940 and consists of eleven
investment divisions. The investment divisions each
invest in the securities of a single mutual fund
portfolio of the Merrill Lynch Variable Series Funds,
Inc. At any point in time, the Account may or may not
be invested in all available divisions.
The assets of the Account are registered in the name of
Merrill Lynch Life. The Account's assets are not
chargeable with liabilities arising out of any other
business Merrill Lynch Life may conduct. There are two
sub-accounts for each investment division. One sub-
account is for Contracts issued in connection with
retirement plans that are qualified under the Internal
Revenue Code, and the other is for non-qualified
Contracts. No transfers may be made between a qualified
and a non-qualified sub-account.
The change in net assets accumulated in the Account
provides the basis for the periodic determination of the
amount of increased or decreased benefits under the
Contracts.
The net assets may not be less than the amount required
under Arkansas State Insurance Law to provide for death
benefits (without regard to the minimum death benefit
guarantee) and other Contract benefits
The financial statements included herein have been
prepared in accordance with generally accepted accounting
principles for variable annuity separate accounts
registered as unit investment trusts. The preparation of
financial statements in conformity with generally
accepted accounting principles requires management to
make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
2. As a result of an Assumption Reinsurance Agreement
between Family Life Insurance Company ("Family Life")
and Merrill Lynch Life, assets along with related
contractual liabilities of approximately $8,569,000 were
transferred to the Account from Family Life's Merrill
Lynch Variable Annuity Account on November 22, 1996.
3. The following is a summary of significant accounting
policies of the Account:
Investments in the divisions are included in the
statement of net assets at the net asset values of the
shares held.
Dividend income is recognized on the ex-dividend date.
All dividends are automatically reinvested.
Realized gains and losses on the sales of investments are
computed on the first in first out method.
The operations of the Account are included in the Federal
income tax return of Merrill Lynch Life. Under the
provisions of the Contracts, Merrill Lynch Life has the
right to charge the Account for any Federal income tax
attributable to the Account. No charge is currently being
made against the Account for such tax since, under
current tax law, Merrill Lynch Life pays no tax on
investment income and capital gains reflected in variable
annuity Contract reserves. However, Merrill Lynch Life
retains the right to charge for any Federal income tax
incurred which is attributable to the Account if the law
is changed. Charges for state and local taxes, if any,
attributable to the Account may also be made.
4. Merrill Lynch Life deducts a contract administration
charge of $30 for each Contract on each Contract's
anniversary that occurs on or prior to the annuity date.
It is also deducted when the Contract is surrendered if
it is surrendered on any date other than the contract
anniversary date. The contract administration charge is
borne by Contract owners by redeeming accumulation units
with a value equal to the charge.
Merrill Lynch Life deducts a daily expense risk charge.
For non-qualified Contracts, the charge is equal to an
annual rate of 0.5% of the sum of the daily net asset
values of all non-qualified sub-accounts. For qualified
Contracts, the rate is 0.2% of the sum of the daily net
asset values of all qualified sub-accounts. This charge
is made to compensate Merrill Lynch Life for the risk of
guaranteeing not to increase the contract administration
charge regardless of actual administrative costs.
Merrill Lynch Life deducts a daily distribution expense
charge equal to an annual rate of 0.05% of the daily net
asset value of the Account. This charge compensates
Merrill Lynch Life in part for expenses it incurs in
distributing the Contracts.
Merrill Lynch Life deducts a daily mortality risk charge
equal to an annual rate of 0.75% of the daily net asset
value of the Account. This charge is made to compensate
Merrill Lynch Life for the mortality guarantees it makes
under the Contract.
5. Effective following the close of business on August 15,
1997, the Equity Growth Fund was renamed the Special
Value Focus Fund. The Fund's investment objective was
not modified.
Effective following the close of business on December 6,
1996, the Flexible Strategy Fund was merged with and into
the Global Strategy Focus Fund.
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
================================================================================
<TABLE>
<CAPTION>
Total
Total Non- Total
Separate Qualified Qualified
Account Contracts Contracts
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income:
Reinvested Dividends $ 10,876,438 $ 6,373,247 $ 4,503,191
Mortality and Expense Charges (2,155,370) (1,380,224) (775,146)
----------------------- ----------------------- -----------------------
Net Investment Income 8,721,068 4,993,023 3,728,045
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains:
Net Realized Gains 7,142,537 4,007,992 3,134,545
Net Unrealized Gains 7,791,499 4,490,732 3,300,767
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains 14,934,036 8,498,724 6,435,312
----------------------- ----------------------- -----------------------
Increase in Net Assets
Resulting from Operations 23,655,104 13,491,747 10,163,357
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 2,374,001 290,416 2,083,585
Transfer of Contract Owner Withdrawals (29,576,112) (17,349,901) (12,226,211)
Transfers Out - Net (1,094,172) (360,428) (733,744)
Transfer of Benefit Payments on Annuitized Contracts (232,757) (170,039) (62,718)
Transfer of Contract Administration Charges (112,015) (58,116) (53,899)
----------------------- ----------------------- -----------------------
Decrease in Net Assets
Resulting from Principal Transactions (28,641,055) (17,648,068) (10,992,987)
----------------------- ----------------------- -----------------------
Decrease in Net Assets (4,985,951) (4,156,321) (829,630)
Net Assets Beginning Balance 185,121,044 108,601,473 76,519,571
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 180,135,093 $ 104,445,152 $ 75,689,941
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 178,713,092 $ 103,465,409 $ 75,247,683
Contracts in the Annuity Period 1,422,001 979,743 442,258
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 180,135,093 $ 104,445,152 $ 75,689,941
======================= ======================= =======================
</TABLE>
NOTE: A Qualified contract is a contract issued in connection with a retirement
plan that receives a favorable tax treatment under sections 401, 403,
408, or 457 or any similar provision of the Internal Revenue Code. A
Nonqualified contract is a contract other than a Qualified contract.
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Total
Total Non- Total
Separate Qualified Qualified
Account Contracts Contracts
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income:
Reinvested Dividends $ 22,406,930 $ 13,119,150 $ 9,287,780
Mortality and Expense Charges (2,092,213) (1,361,598) (730,615)
----------------------- ----------------------- -----------------------
Net Investment Income 20,314,717 11,757,552 8,557,165
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains 4,140,155 2,803,919 1,336,236
Net Unrealized Losses (6,787,305) (4,436,527) (2,350,778)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Losses (2,647,150) (1,632,608) (1,014,542)
----------------------- ----------------------- -----------------------
Increase in Net Assets
Resulting from Operations 17,667,567 10,124,944 7,542,623
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 2,062,421 249,732 1,812,689
Transfer of Contract Owner Withdrawals (24,552,979) (15,250,832) (9,302,147)
Transfers In (Out) - Net 519,795 (324,703) 844,498
Transfer of Benefit Payments on Annuitized Contracts (201,169) (147,076) (54,093)
Transfer of Contract Administration Charges (120,774) (62,542) (58,232)
Net Assets Transferred under Assumption Reinsurance Agreement 8,568,806 6,219,595 2,349,211
----------------------- ----------------------- -----------------------
Decrease in Net Assets
Resulting from Principal Transactions (13,723,900) (9,315,826) (4,408,074)
----------------------- ----------------------- -----------------------
Increase in Net Assets 3,943,667 809,118 3,134,549
Net Assets Beginning Balance 181,177,377 107,792,355 73,385,022
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 185,121,044 $ 108,601,473 $ 76,519,571
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 183,817,151 $ 107,726,729 $ 76,090,422
Contracts in the Annuity Period 1,303,893 874,744 429,149
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 185,121,044 $ 108,601,473 $ 76,519,571
======================= ======================= =======================
</TABLE>
NOTE: A Qualified contract is a contract issued in connection with a retirement
plan that receives a favorable tax treatment under sections 401, 403,
408, or 457 or any similar provision of the Internal Revenue Code. A
Nonqualified contract is a contract other than a Qualified contract.
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Total
Non- Reserve Prime
qualified Assets Bond
Contracts Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 6,373,247 $ 290,399 $ 1,033,100
Mortality and Expense Charges (1,380,224) (74,283) (200,586)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 4,993,023 216,116 832,514
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 4,007,992 0 (192,231)
Net Unrealized Gains (Losses) 4,490,732 0 422,327
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 8,498,724 0 230,096
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Operations 13,491,747 216,116 1,062,610
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 290,416 (74,766) 53,517
Transfer of Contract Owner Withdrawals (17,349,901) (1,213,495) (2,400,686)
Transfers In (Out) - Net (360,428) (572,136) (931,247)
Transfer of Benefit Payments on Annuitized Contracts (170,039) (6,582) (21,052)
Transfer of Contract Administration Charges (58,116) (4,047) (7,685)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (17,648,068) (1,871,026) (3,307,153)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets (4,156,321) (1,654,910) (2,244,543)
Net Assets Beginning Balance 108,601,473 6,603,314 17,271,559
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 104,445,152 $ 4,948,404 $ 15,027,016
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 103,465,409 $ 4,908,681 $ 14,916,323
Contracts in the Annuity Period 979,743 39,723 110,693
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 104,445,152 $ 4,948,404 $ 15,027,016
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 212,681.2 393,155.6
Units Allocable to Contracts in the Annuity Period 1,721.1 2,917.6
----------------------- -----------------------
Total Units Outstanding at December 31, 1997 214,402.3 396,073.2
======================= =======================
Accumulation Unit Value at December 31, 1997 $ 23.08 $ 37.94
======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
High Special
Current Quality Value
Income Equity Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 725,482 $ 1,857,066 $ 521,351
Mortality and Expense Charges (100,955) (461,695) (115,737)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 624,527 1,395,371 405,614
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (61,137) 2,179,678 1,107,270
Net Unrealized Gains (Losses) 157,446 3,485,792 (575,797)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 96,309 5,665,470 531,473
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Operations 720,836 7,060,841 937,087
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 13,000 226,658 20,801
Transfer of Contract Owner Withdrawals (1,426,874) (5,665,861) (1,357,938)
Transfers In (Out) - Net 187 (305,088) (1,691,831)
Transfer of Benefit Payments on Annuitized Contracts (8,809) (73,230) (20,186)
Transfer of Contract Administration Charges (4,042) (19,227) (4,928)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (1,426,538) (5,836,748) (3,054,082)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets (705,702) 1,224,093 (2,116,995)
Net Assets Beginning Balance 8,210,294 35,058,163 10,035,916
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 7,504,592 $ 36,282,256 $ 7,918,921
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 7,440,639 $ 35,843,709 $ 7,814,216
Contracts in the Annuity Period 63,953 438,547 104,705
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 7,504,592 $ 36,282,256 $ 7,918,921
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 133,488.3 499,633.5 212,805.4
Units Allocable to Contracts in the Annuity Period 1,147.3 6,113.0 2,851.4
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1997 134,635.7 505,746.5 215,656.9
======================= ======================= =======================
Accumulation Unit Value at December 31, 1997 $ 55.74 $ 71.74 $ 36.72
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Global International Basic
Strategy Equity Value
Focus Focus Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,331,852 $ 941 $ 18,718
Mortality and Expense Charges (333,549) (2,384) (10,290)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 998,303 (1,443) 8,428
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 766,331 1,331 43,509
Net Unrealized Gains (Losses) 913,712 (25,263) 60,689
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 1,680,043 (23,932) 104,198
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Operations 2,678,346 (25,375) 112,626
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 19,450 0 0
Transfer of Contract Owner Withdrawals (4,262,620) (7,533) (74,235)
Transfers In (Out) - Net 62,847 208,292 1,521,294
Transfer of Benefit Payments on Annuitized Contracts (36,476) 0 0
Transfer of Contract Administration Charges (14,917) (108) (419)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (4,231,716) 200,651 1,446,640
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets (1,553,370) 175,276 1,559,266
Net Assets Beginning Balance 25,614,991 7,273 171,164
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 24,061,621 $ 182,549 $ 1,730,430
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 23,865,664 $ 182,549 $ 1,730,430
Contracts in the Annuity Period 195,957 0 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 24,061,621 $ 182,549 $ 1,730,430
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 2,146,192.8 19,276.6 147,773.7
Units Allocable to Contracts in the Annuity Period 17,622.0 0.0 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1997 2,163,814.8 19,276.6 147,773.7
======================= ======================= =======================
Accumulation Unit Value at December 31, 1997 $ 11.12 $ 9.47 $ 11.71
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Natural
Index American Resources
500 Balanced Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 110 $ 525,781 $ 68,447
Mortality and Expense Charges (13,554) (55,790) (11,401)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) (13,444) 469,991 57,046
----------------------- ----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 37,220 101,331 24,690
Net Unrealized Gains (Losses) 193,972 45,273 (187,419)
----------------------- ----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) 231,192 146,604 (162,729)
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 217,748 616,595 (105,683)
----------------------- ----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 14,000 17,056 700
Transfer of Contract Owner Withdrawals (26,863) (813,906) (99,890)
Transfers In (Out) - Net 1,544,464 (73,549) (123,661)
Transfer of Benefit Payments on Annuitized Contracts 0 (3,704) 0
Transfer of Contract Administration Charges (406) (1,821) (516)
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 1,531,195 (875,924) (223,367)
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets 1,748,943 (259,329) (329,050)
Net Assets Beginning Balance 42,985 4,619,410 966,404
----------------------- ----------------------- ------------------------
Net Assets Ending Balance $ 1,791,928 $ 4,360,081 $ 637,354
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 1,791,928 $ 4,333,916 $ 637,354
Contracts in the Annuity Period 0 26,165 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 1,791,928 $ 4,360,081 $ 637,354
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 135,036.0 183,020.1 52,717.5
Units Allocable to Contracts in the Annuity Period 0.0 1,104.9 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1997 135,036.0 184,125.0 52,717.5
======================= ======================= =======================
Accumulation Unit Value at December 31, 1997 $ 13.27 $ 23.68 $ 12.09
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Total Reserve Prime
Nonqualified Assets Bond
Contracts Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 13,119,150 $ 327,618 $ 1,120,095
Mortality and Expense Charges (1,361,598) (84,957) (220,033)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 11,757,552 242,661 900,062
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 2,803,919 0 (2,745)
Net Unrealized Gains (Losses) (4,436,527) 0 (782,945)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) (1,632,608) 0 (785,690)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Operations 10,124,944 242,661 114,372
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 249,732 (18,127) 53,401
Transfer of Contract Owner Withdrawals (15,250,832) (2,162,926) (2,491,305)
Transfers In (Out) - Net (324,703) 741,228 293,343
Transfer of Benefit Payments on Annuitized Contracts (147,076) (6,597) (20,839)
Transfer of Contract Administration Charges (62,542) (4,402) (9,210)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 6,219,595 315,181 1,418,355
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (9,315,826) (1,135,643) (756,255)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets 809,118 (892,982) (641,883)
Net Assets Beginning Balance 107,792,355 7,496,296 17,913,442
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 108,601,473 $ 6,603,314 $ 17,271,559
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 107,726,729 $ 6,558,591 $ 17,147,744
Contracts in the Annuity Period 874,744 44,723 123,815
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 108,601,473 $ 6,603,314 $ 17,271,559
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 295,033.3 484,673.4
Units Allocable to Contracts in the Annuity Period 2,011.8 3,499.6
----------------------- -----------------------
Total Units Outstanding at December 31, 1996 297,045.1 488,173.0
======================= =======================
Accumulation Unit Value at December 31, 1996 $ 22.22 $ 35.38
======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
High Special
Current Quality Value
Income Equity Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 748,075 $ 4,961,389 $ 1,347,135
Mortality and Expense Charges (103,160) (425,084) (129,671)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) 644,915 4,536,305 1,217,464
----------------------- ----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (70,077) 1,248,099 877,389
Net Unrealized Gains (Losses) 171,949 (860,135) (1,467,438)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 101,872 387,964 (590,049)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Operations 746,787 4,924,269 627,415
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 7,300 122,411 44,260
Transfer of Contract Owner Withdrawals (1,453,839) (3,993,789) (1,227,807)
Transfers In (Out) - Net 325,071 (754,855) (191,752)
Transfer of Benefit Payments on Annuitized Contracts (8,288) (58,313) (19,714)
Transfer of Contract Administration Charges (4,378) (19,477) (5,848)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 460,560 2,125,280 693,717
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (673,574) (2,578,743) (707,144)
----------------------- ----------------------- -----------------------
Increase (Decrease) in Net Assets 73,213 2,345,526 (79,729)
Net Assets Beginning Balance 8,137,081 32,712,637 10,115,645
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 8,210,294 $ 35,058,163 $ 10,035,916
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 8,143,512 $ 34,727,601 $ 9,921,482
Contracts in the Annuity Period 66,782 330,562 114,434
----------------------- ------------------------ -----------------------
Total Contract Owners' Balance $ 8,210,294 $ 35,058,163 $ 10,035,916
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 160,084.8 591,108.1 297,942.4
Units Allocable to Contracts in the Annuity Period 1,312.8 5,626.6 3,436.5
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 161,397.6 596,734.7 301,378.9
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 50.87 $ 58.75 $ 33.30
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Global International
Flexible Strategy Equity
Strategy Focus Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 4,409,315 $ 0 $ 0
Mortality and Expense Charges (304,515) (22,496) (6)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) 4,104,800 (22,496) (6)
----------------------- ----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 541,111 42,802 0
Net Unrealized Gains (Losses) (1,778,353) 141,762 44
----------------------- ----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) (1,237,242) 184,564 44
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 2,867,558 162,068 38
----------------------- ----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 29,926 0 0
Transfer of Contract Owner Withdrawals (3,292,834) (136,833) 0
Transfers In (Out) - Net (698,258) 15,769 7,235
Transfer of Benefit Payments on Annuitized Contracts (29,909) 0 0
Transfer of Contract Administration Charges (14,240) (2,146) 0
Transfer of Merged Funds (Note 5) (25,576,133) 25,576,133 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 796,868 0 0
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (28,784,580) 25,452,923 7,235
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets (25,917,022) 25,614,991 7,273
Net Assets Beginning Balance 25,917,022 0 0
----------------------- ----------------------- ------------------------
Net Assets Ending Balance $ 0 $ 25,614,991 $ 7,273
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 0 $ 25,446,669 $ 7,273
Contracts in the Annuity Period 0 168,322 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 0 $ 25,614,991 $ 7,273
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 0.0 2,529,490.0 723.7
Units Allocable to Contracts in the Annuity Period 0.0 16,731.8 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 0.0 2,546,221.8 723.7
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 0.00 $ 10.06 $ 10.05
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Basic
Value Index American
Focus 500 Balanced
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 0 $ 0 $ 170,007
Mortality and Expense Charges (145) (20) (57,111)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) (145) (20) 112,896
----------------------------------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 0 0 98,627
Net Unrealized Gains (Losses) (2,606) 546 123,042
----------------------- ----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) (2,606) 546 221,669
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Operations (2,751) 526 334,565
----------------------- ----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 0 0 8,381
Transfer of Contract Owner Withdrawals 0 0 (354,786)
Transfers In (Out) - Net 173,915 42,459 (184,296)
Transfer of Benefit Payments on Annuitized Contracts 0 0 (3,416)
Transfer of Contract Administration Charges 0 0 (2,267)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 0 0 333,268
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 173,915 42,459 (203,116)
----------------------- ----------------------- ------------------------
Increase (Decrease) in Net Assets 171,164 42,985 131,449
Net Assets Beginning Balance 0 0 4,487,961
----------------------- ----------------------- ------------------------
Net Assets Ending Balance $ 171,164 $ 42,985 $ 4,619,410
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 171,164 $ 42,985 $ 4,593,304
Contracts in the Annuity Period 0 0 26,106
----------------------- ----------------------- ------------------------
Total Contract Owners' Balance $ 171,164 $ 42,985 $ 4,619,410
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 17,412.4 4,247.5 224,282.4
Units Allocable to Contracts in the Annuity Period 0.0 0.0 1,274.7
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 17,412.4 4,247.5 225,557.1
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 9.83 $ 10.12 $ 20.48
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - NONQUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================
Natural
Resources
Focus
Fund
=======================
<S> <C>
Investment Income (Loss):
Reinvested Dividends $ 35,516
Mortality and Expense Charges (14,400)
------------------------
Net Investment Income (Loss) 21,116
------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 68,713
Net Unrealized Gains (Losses) 17,607
------------------------
Net Realized and Unrealized Gains (Losses) 86,320
------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 107,436
------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 2,180
Transfer of Contract Owner Withdrawals (136,713)
Transfers In (Out) - Net (94,562)
Transfer of Benefit Payments on Annuitized Contracts 0
Transfer of Contract Administration Charges (574)
Transfer of Merged Funds (Note 5) 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 76,366
------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (153,303)
------------------------
Increase (Decrease) in Net Assets (45,867)
Net Assets Beginning Balance 1,012,271
------------------------
Net Assets Ending Balance $ 966,404
=======================
Comprised of:
Contracts in the Accumulation Period $ 966,404
Contracts in the Annuity Period 0
------------------------
Total Contract Owners' Balance $ 966,404
=======================
Units Allocable to Contracts in Accumulation Period 69,028.9
Units Allocable to Contracts in the Annuity Period 0.0
-----------------------
Total Units Outstanding at December 31, 1996 69,028.9
=======================
Accumulation Unit Value at December 31, 1996 $ 14.00
=======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Total Reserve Prime
Qualified Assets Bond
Contracts Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 4,503,191 $ 195,459 $ 675,217
Mortality and Expense Charges (775,146) (38,526) (101,438)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 3,728,045 156,933 573,779
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 3,134,545 0 (71,579)
Net Unrealized Gains (Losses) 3,300,767 0 237,265
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 6,435,312 0 165,686
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Operations 10,163,357 156,933 739,465
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 2,083,585 212,611 257,506
Transfer of Contract Owner Withdrawals (12,226,211) (767,899) (1,584,998)
Transfers In (Out) - Net (733,744) (394,377) 41,810
Transfer of Benefit Payments on Annuitized Contracts (62,718) (2,393) (13,901)
Transfer of Contract Administration Charges (53,899) (3,786) (6,648)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (10,992,987) (955,844) (1,306,231)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets (829,630) (798,911) (566,766)
Net Assets Beginning Balance 76,519,571 4,327,810 10,723,055
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 75,689,941 $ 3,528,899 $ 10,156,289
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 75,247,683 $ 3,510,888 $ 10,110,584
Contracts in the Annuity Period 442,258 18,011 45,705
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 75,689,941 $ 3,528,899 $ 10,156,289
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 145,198.0 252,008.6
Units Allocable to Contracts in the Annuity Period 744.9 1,139.2
----------------------- -----------------------
Total Units Outstanding at December 31, 1997 145,942.9 253,147.8
======================= =======================
Accumulation Unit Value at December 31, 1997 $ 24.18 $ 40.12
======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
High Special
Current Quality Value
Income Equity Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 380,047 $ 1,353,207 $ 405,237
Mortality and Expense Charges (40,699) (266,811) (74,824)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 339,348 1,086,396 330,413
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (31,658) 1,738,935 718,613
Net Unrealized Gains (Losses) 79,871 2,561,399 (287,806)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 48,213 4,300,334 430,807
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Operations 387,561 5,386,730 761,220
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 95,306 602,801 240,163
Transfer of Contract Owner Withdrawals (717,971) (4,156,292) (1,119,563)
Transfers In (Out) - Net (58,247) (600,736) (407,331)
Transfer of Benefit Payments on Annuitized Contracts 0 (40,493) 0
Transfer of Contract Administration Charges (2,417) (18,310) (5,224)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (683,329) (4,213,030) (1,291,955)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets (295,768) 1,173,700 (530,735)
Net Assets Beginning Balance 3,985,873 25,467,107 7,774,104
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 3,690,105 $ 26,640,807 $ 7,243,369
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 3,690,105 $ 26,305,403 $ 7,243,369
Contracts in the Annuity Period 0 335,404 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 3,690,105 $ 26,640,807 $ 7,243,369
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 61,583.9 333,486.3 176,237.7
Units Allocable to Contracts in the Annuity Period 0.0 4,252.1 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1997 61,583.9 337,738.4 176,237.7
======================= ======================= =======================
Accumulation Unit Value at December 31, 1997 $ 59.92 $ 78.88 $ 41.10
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
======================================================================
Global International
Strategy Equity Index
Focus Focus 500
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,039,888 $ 223 $ 30,056
Mortality and Expense Charges (204,827) (686) (6,729)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 835,061 (463) 23,327
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 525,904 (19) 1,676
Net Unrealized Gains (Losses) 754,033 (7,586) 79,716
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 1,279,937 (7,605) 81,392
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Operations 2,114,998 (8,068) 104,719
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 421,496 19,460 24,461
Transfer of Contract Owner Withdrawals (2,854,477) 0 (52,006)
Transfers In (Out) - Net (267,383) 66,245 546,686
Transfer of Benefit Payments on Annuitized Contracts (5,931) 0 0
Transfer of Contract Administration Charges (14,408) (60) (342)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (2,720,703) 85,645 518,799
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets (605,705) 77,577 623,518
Net Assets Beginning Balance 20,012,936 5,321 273,147
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 19,407,231 $ 82,898 $ 896,665
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 19,364,093 $ 82,898 $ 896,665
Contracts in the Annuity Period 43,138 0 0
----------------------------------------------- -----------------------
Total Contract Owners' Balance $ 19,407,231 $ 82,898 $ 896,665
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 1,735,133.8 8,726.1 76,376.9
Units Allocable to Contracts in the Annuity Period 3,865.4 0.0 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1997 1,738,999.2 8,726.1 76,376.9
======================= ======================= =======================
Accumulation Unit Value at December 31, 1997 $ 11.16 $ 9.50 $ 11.74
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1997
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===============================================
Natural
American Resources
Balanced Focus
Fund Fund
======================= =======================
<S> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 386,423 $ 37,434
Mortality and Expense Charges (30,429) (4,943)
----------------------- ------------------------
Net Investment Income (Loss) 355,994 32,491
----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 225,613 15,909
Net Unrealized Gains (Losses) (121,067) (103,831)
----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) 104,546 (87,922)
----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Operations 460,540 (55,431)
----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 89,512 8,831
Transfer of Contract Owner Withdrawals (892,431) (61,622)
Transfers In (Out) - Net (435,011) (33,245)
Transfer of Benefit Payments on Annuitized Contracts 0 0
Transfer of Contract Administration Charges (1,986) (448)
----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (1,239,916) (86,484)
----------------------- ------------------------
Increase (Decrease) In Net Assets (779,376) (141,915)
Net Assets Beginning Balance 3,422,089 528,129
----------------------- ------------------------
Net Assets Ending Balance $ 2,642,713 $ 386,214
======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 2,642,713 $ 386,214
Contracts in the Annuity Period 0 0
----------------------- ------------------------
Total Contract Owners' Balance $ 2,642,713 $ 386,214
======================= =======================
Units Allocable to Contracts in Accumulation Period 108,485.8 30,921.9
Units Allocable to Contracts in the Annuity Period 0.0 0.0
----------------------- -----------------------
Total Units Outstanding at December 31, 1997 108,485.8 30,921.9
======================= =======================
Accumulation Unit Value at December 31, 1997 $ 24.36 $ 12.49
======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Total Reserve Prime
Qualified Assets Bond
Contracts Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 9,287,780 $ 212,997 $ 687,239
Mortality and Expense Charges (730,615) (42,618) (103,825)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 8,557,165 170,379 583,414
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 1,336,236 0 27,706
Net Unrealized Gains (Losses) (2,350,778) 0 (502,107)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) (1,014,542) 0 (474,401)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Operations 7,542,623 170,379 109,013
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 1,812,689 106,086 326,051
Transfer of Contract Owner Withdrawals (9,302,147) (558,295) (1,450,302)
Transfers In (Out) - Net 844,498 (26,118) 158,580
Transfer of Benefit Payments on Annuitized Contracts (54,093) (2,391) (13,382)
Transfer of Contract Administration Charges (58,232) (4,409) (7,431)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 2,349,211 301,212 419,670
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (4,408,074) (183,915) (566,814)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets 3,134,549 (13,536) (457,801)
Net Assets Beginning Balance 73,385,022 4,341,346 11,180,856
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 76,519,571 $ 4,327,810 $ 10,723,055
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 76,090,422 $ 4,308,168 $ 10,667,214
Contracts in the Annuity Period 429,149 19,642 55,841
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 76,519,571 $ 4,327,810 $ 10,723,055
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 185,616.9 285,984.3
Units Allocable to Contracts in the Annuity Period 846.3 1,497.1
----------------------- -----------------------
Total Units Outstanding at December 31, 1996 186,463.2 287,481.4
======================= =======================
Accumulation Unit Value at December 31, 1996 $ 23.21 $ 37.30
======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
High Special
Current Quality Value
Income Equity Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 355,664 $ 3,476,818 $ 875,065
Mortality and Expense Charges (37,853) (233,262) (72,857)
----------------------- ----------------------- -----------------------
Net Investment Income (Loss) 317,811 3,243,556 802,208
----------------------- ----------------------- -----------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (29,689) 512,925 203,224
Net Unrealized Gains (Losses) 80,696 (163,114) (531,237)
----------------------- ----------------------- -----------------------
Net Realized and Unrealized Gains (Losses) 51,007 349,811 (328,013)
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Operations 368,818 3,593,367 474,195
----------------------- ----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 89,533 536,997 208,367
Transfer of Contract Owner Withdrawals (647,270) (2,648,274) (466,655)
Transfers In (Out) - Net 216,464 299,517 857,617
Transfer of Benefit Payments on Annuitized Contracts 0 (33,218) 0
Transfer of Contract Administration Charges (2,565) (18,494) (5,817)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 25,643 991,033 164,710
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (318,195) (872,439) 758,222
----------------------- ----------------------- -----------------------
Increase (Decrease) In Net Assets 50,623 2,720,928 1,232,417
Net Assets Beginning Balance 3,935,250 22,746,179 6,541,687
----------------------- ----------------------- -----------------------
Net Assets Ending Balance $ 3,985,873 $ 25,467,107 $ 7,774,104
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 3,985,873 $ 25,157,796 $ 7,774,104
Contracts in the Annuity Period 0 309,311 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 3,985,873 $ 25,467,107 $ 7,774,104
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 73,108.5 390,588.4 209,262.6
Units Allocable to Contracts in the Annuity Period 0.0 4,802.2 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 73,108.5 395,390.6 209,262.6
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 54.52 $ 64.41 $ 37.15
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Global International
Flexible Strategy Equity
Strategy Focus Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 3,546,381 $ 0 $ 0
Mortality and Expense Charges (189,959) (13,559) (4)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) 3,356,422 (13,559) (4)
----------------------- ----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 494,139 50,339 0
Net Unrealized Gains (Losses) (1,474,358) 96,918 32
----------------------- ----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) (980,219) 147,257 32
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Operations 2,376,203 133,698 28
----------------------- ----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 455,858 18,434 69
Transfer of Contract Owner Withdrawals (3,127,504) (51,110) 0
Transfers In (Out) - Net (1,103,939) (170,148) 5,224
Transfer of Benefit Payments on Annuitized Contracts (5,102) 0 0
Transfer of Contract Administration Charges (15,899) (1,124) 0
Transfer of Merged Funds (Note 5) (20,083,186) 20,083,186 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 366,331 0 0
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions (23,513,441) 19,879,238 5,293
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets (21,137,238) 20,012,936 5,321
Net Assets Beginning Balance 21,137,238 0 0
----------------------- ----------------------- ------------------------
Net Assets Ending Balance $ 0 $ 20,012,936 $ 5,321
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 0 $ 19,968,581 $ 5,321
Contracts in the Annuity Period 0 44,355 0
----------------------- ----------------------- -----------------------
Total Contract Owners' Balance $ 0 $ 20,012,936 $ 5,321
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 0.0 1,982,977.3 529.5
Units Allocable to Contracts in the Annuity Period 0.0 4,404.7 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 0.0 1,987,382.0 529.5
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 0.00 $ 10.07 $ 10.05
======================= ======================= =======================
</TABLE>
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS - QUALIFIED CONTRACTS
FOR THE YEAR ENDED DECEMBER 31, 1996
=============================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================================
Basic Natural
Value American Resources
Focus Balanced Focus
Fund Fund Fund
======================= ======================= =======================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 0 $ 116,812 $ 16,804
Mortality and Expense Charges (180) (31,489) (5,009)
----------------------- ----------------------- ------------------------
Net Investment Income (Loss) (180) 85,323 11,795
----------------------- ----------------------- ------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (38) 59,456 18,174
Net Unrealized Gains (Losses) (5,717) 121,793 26,316
----------------------- ----------------------- ------------------------
Net Realized and Unrealized Gains (Losses) (5,755) 181,249 44,490
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Operations (5,935) 266,572 56,285
----------------------- ----------------------- ------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 26 61,719 9,549
Transfer of Contract Owner Withdrawals 0 (260,658) (92,079)
Transfers In (Out) - Net 279,056 311,315 16,930
Transfer of Benefit Payments on Annuitized Contracts 0 0 0
Transfer of Contract Administration Charges 0 (1,985) (508)
Transfer of Merged Funds (Note 5) 0 0 0
Net Assets Transferred Under Assumption Reinsurance
Agreement 0 49,926 30,686
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets
Resulting from Principal Transactions 279,082 160,317 (35,422)
----------------------- ----------------------- ------------------------
Increase (Decrease) In Net Assets 273,147 426,889 20,863
Net Assets Beginning Balance 0 2,995,200 507,266
----------------------- ----------------------- ------------------------
Net Assets Ending Balance $ 273,147 $ 3,422,089 $ 528,129
======================= ======================= =======================
Comprised of:
Contracts in the Accumulation Period $ 273,147 $ 3,422,089 $ 528,129
Contracts in the Annuity Period 0 0 0
----------------------- ----------------------- ------------------------
Total Contract Owners' Balance $ 273,147 $ 3,422,089 $ 528,129
======================= ======================= =======================
Units Allocable to Contracts in Accumulation Period 27,787.1 162,879.1 36,777.8
Units Allocable to Contracts in the Annuity Period 0.0 0.0 0.0
----------------------- ----------------------- -----------------------
Total Units Outstanding at December 31, 1996 27,787.1 162,879.1 36,777.8
======================= ======================= =======================
Accumulation Unit Value at December 31, 1996 $ 9.83 $ 21.01 $ 14.36
======================= ======================= =======================
</TABLE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Merrill Lynch Life Insurance Company:
We have audited the accompanying balance sheets of Merrill
Lynch Life Insurance Company (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Insurance Group, Inc., as of
December 31, 1997 and 1996, and the related statements of
earnings, comprehensive income, stockholder's equity, and cash
flows for each of the three years in the period ended December
31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
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. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Company at
December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted
accounting principles.
February 23, 1998
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
ASSETS
- ------
INVESTMENTS:
Fixed maturity securities, at estimated fair value
(amortized cost: 1997 - $2,927,562; 1996 - $3,232,643) $ 3,008,608 $ 3,301,588
Equity securities, at estimated fair value
(cost: 1997 - $72,599; 1996 - $32,988) 73,612 35,977
Trading account securities, at estimated fair value 15,625 -
Mortgage loans - 70,503
Real estate held-for-sale 31,805 28,851
Policy loans on insurance contracts 1,118,139 1,092,071
-------------- --------------
Total Investments 4,247,789 4,528,990
-------------- --------------
CASH AND CASH EQUIVALENTS 86,388 94,991
ACCRUED INVESTMENT INCOME 78,224 86,186
DEFERRED POLICY ACQUISITION COSTS 365,105 366,461
REINSURANCE RECEIVABLES 1,617 2,642
AFFILIATED RECEIVABLES - NET 166 -
RECEIVABLES FROM SECURITIES SOLD 75,820 -
OTHER ASSETS 49,353 42,861
SEPARATE ACCOUNTS ASSETS 9,149,119 7,615,362
-------------- --------------
TOTAL ASSETS $ 14,053,581 $ 12,737,493
============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
LIABILITIES:
POLICY LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 4,188,110 $ 4,480,048
Claims and claims settlement expenses 50,574 39,666
-------------- --------------
Total policy liabilities and accruals 4,238,684 4,519,714
OTHER POLICYHOLDER FUNDS 27,160 19,420
LIABILITY FOR GUARANTY FUND ASSESSMENTS 15,374 18,773
FEDERAL INCOME TAXES - DEFERRED 1,183 6,714
FEDERAL INCOME TAXES - CURRENT 24,438 20,968
AFFILIATED PAYABLES - NET - 6,164
PAYABLES FOR SECURITIES PURCHASED 95,135 13,483
OTHER LIABILITIES 54,434 37,243
SEPARATE ACCOUNTS LIABILITIES 9,149,119 7,605,194
-------------- --------------
Total Liabilities 13,605,527 12,247,673
-------------- --------------
STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 200,000 shares
authorized, issued and outstanding 2,000 2,000
Additional paid-in capital 347,324 402,937
Retained earnings 80,735 79,387
Accumulated other comprehensive income 17,995 5,496
-------------- --------------
Total Stockholder's Equity 448,054 489,820
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 14,053,581 $ 12,737,493
============== ==============
</TABLE>
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
REVENUES:
Investment revenue:
Net investment income $ 308,702 $ 336,661 $ 376,166
Net realized investment gains 13,289 8,862 4,525
Policy charge revenue 178,933 158,829 141,722
-------------- -------------- --------------
Total Revenues 500,924 504,352 522,413
-------------- -------------- --------------
BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances 209,542 235,255 261,760
Market value adjustment expense 4,079 6,071 5,805
Policy benefits (net of reinsurance recoveries: 1997 - $10,439;
1996 - $8,317; 1995 - $6,482) 27,029 21,052 19,374
Reinsurance premium ceded 17,879 15,582 13,896
Amortization of deferred policy acquisition costs 72,111 62,036 58,669
Insurance expenses and taxes 49,105 47,077 44,124
------------- -------------- --------------
Total Benefits and Expenses 379,745 387,073 403,628
------------- -------------- --------------
Earnings Before Federal Income Tax Provision 121,179 117,279 118,785
------------- -------------- --------------
FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 52,705 22,814 38,335
Deferred (12,261) 15,078 3,968
-------------- -------------- --------------
Total Federal Income Tax Provision 40,444 37,892 42,303
-------------- -------------- --------------
NET EARNINGS $ 80,735 $ 79,387 $ 76,482
============== ============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
NET EARNINGS $ 80,735 $ 79,387 $ 76,482
-------------- -------------- --------------
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Net unrealized gains (losses) on investment securities:
Net unrealized holding gains (losses) arising during the period 22,347 (79,749) 310,981
Reclassification adjustment for gains included in net earnings (12,390) (8,622) (4,351)
-------------- -------------- --------------
Net unrealized gains (losses) on investment securities 9,957 (88,371) 306,630
Adjustments for:
Policyholder liabilities 10,094 58,415 (123,856)
Deferred policy acquisition costs (822) 12,411 (89,261)
Income tax (expense) benefit related to items of
other comprehensive income (6,730) 6,141 (32,729)
-------------- -------------- --------------
Other comprehensive income, net of tax 12,499 (11,404) 60,784
-------------- -------------- --------------
COMPREHENSIVE INCOME $ 93,234 $ 67,983 $ 137,266
============== ============== ==============
</TABLE>
See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
Accumulated
Additional Other Total
Common paid-in Retained Comprehensive stockholder's
stock capital earnings Income equity
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995 $ 2,000 $ 535,450 $ 66,005 $ (43,884) $ 559,571
Dividend to Parent (33,995) (66,005) (100,000)
Net earnings 76,482 76,482
Other comprehensive income, net of tax 60,784 60,784
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1995 2,000 501,455 76,482 16,900 596,837
Dividend to Parent (98,518) (76,482) (175,000)
Net earnings 79,387 79,387
Other comprehensive income, net of tax (11,404) (11,404)
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1996 2,000 402,937 79,387 5,496 489,820
Dividend to Parent (55,613) (79,387) (135,000)
Net earnings 80,735 80,735
Other comprehensive income, net of tax 12,499 12,499
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1997 $ 2,000 $ 347,324 $ 80,735 $ 17,995 $ 448,054
============= ============= ============= ============= =============
</TABLE>
See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 80,735 $ 79,387 $ 76,482
Adjustments to reconcile net earnings to net cash and cash
equivalents provided (used) by operating activities:
Amortization of deferred policy acquisition costs 72,111 62,036 58,669
Capitalization of policy acquisition costs (71,577) (43,668) (54,014)
Amortization, (accretion) and depreciation of investments (4,672) (4,836) (6,763)
Net realized investment gains (13,289) (8,862) (4,525)
Interest credited to policyholders' account balances 209,542 235,255 261,760
Provision (benefit) for deferred Federal income tax (12,261) 15,078 3,968
Changes in operating assets and liabilities:
Accrued investment income 7,962 5,756 3,191
Claims and claims settlement expenses 10,908 9,854 3,635
Federal income taxes - current 3,470 13,935 4,759
Other policyholder funds 7,740 5,813 (7,614)
Liability for guaranty fund assessments (3,399) (2,371) (3,630)
Affiliated payables (6,330) 3,735 5,542
Policy loans on insurance contracts (26,068) (52,804) (54,054)
Trading account securities (14,928) - -
Other, net 11,721 (2,393) (12,280)
-------------- -------------- --------------
Net cash and cash equivalents provided
by operating activities 251,665 315,915 275,126
-------------- -------------- ---------------
INVESTING ACTIVITIES:
Sales of available-for-sale securities 846,041 847,091 620,853
Maturities of available-for-sale securities 595,745 536,449 570,923
Purchases of available-for-sale securities (1,156,222) (956,840) (816,564)
Mortgage loans principal payments received 68,864 22,789 30,767
Purchases of mortgage loans (5,375) - (3,608)
Sales of real estate held-for-sale 6,060 5,407 9,710
Improvements to real estate held-for-sale - - (683)
Recapture of investment in Separate Accounts 11,026 8,829 6,559
Investment in Separate Accounts (21) (10,063) (377)
-------------- -------------- ---------------
Net cash and cash equivalents provided
by investing activities 366,118 453,662 417,580
-------------- -------------- ---------------
</TABLE>
See notes to financial statements. (Continued)
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Concluded) (Dollars In Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
FINANCING ACTIVITIES:
Dividends paid to parent $ (135,000) $ (175,000) $ (100,000)
Policyholders' account balances:
Deposits 1,101,934 542,062 567,430
Withdrawals (including transfers to/from Separate Accounts) (1,593,320) (1,090,572) (1,250,299)
-------------- -------------- --------------
Net cash and cash equivalents used
by financing activities (626,386) (723,510) (782,869)
-------------- -------------- --------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (8,603) 46,067 (90,163)
CASH AND CASH EQUIVALENTS
Beginning of year 94,991 48,924 139,087
-------------- ------------- -------------
End of year $ 86,388 $ 94,991 $ 48,924
============== ============= =============
Supplementary Disclosure of Cash Flow Information:
Cash paid to affiliates for:
Federal Federal iincome taxes $ 49,235 $ 8,880 $ 33,576
Interest 842 988 1,310
</TABLE>
See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance
Group, Inc.)
NOTES TO FINANCIAL STATEMENTS
(Dollars in Thousands)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Reporting: Merrill Lynch Life Insurance Company (the
"Company") is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Company is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc.
("Merrill Lynch & Co.").
The Company sells non-participating life insurance and annuity
products which comprise one business segment. The primary
products that the Company currently markets are variable life
insurance, variable annuities, market value adjusted annuities,
and immediate annuities. The Company is currently licensed to
sell insurance in forty-nine states, the District of Columbia,
the U.S. Virgin Islands and Guam. The Company markets its
products solely through the retail network of Merrill Lynch,
Pierce, Fenner & Smith, Incorporated ("MLPF&S"), a wholly-owned
broker-dealer subsidiary of Merrill Lynch & Co.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles and
prevailing industry practices, both of which require
management to make estimates that affect the reported amounts
and disclosure of contingencies in the financial statements.
Actual results could differ from those estimates.
Revenue Recognition: Revenues for the Company's interest-
sensitive life, interest-sensitive annuity, variable life and
variable annuity products consist of policy charges for the
cost of insurance, deferred sales charges, policy
administration charges and/or withdrawal charges assessed
against policyholders' account balances during the period.
Policyholders' Account Balances: Liabilities for the Company's
universal life type contracts, including its life insurance
and annuity products, are equal to the full accumulation value of
such contracts as of the valuation date plus deficiency
reserves for certain products. Interest-crediting rates for
the Company's fixed-rate products are as follows:
Interest-sensitive life products 4.00% - 5.70%
Interest-sensitive deferred annuities 3.55% - 8.77%
Immediate annuities 3.00% - 10.00%
These rates may be changed at the option of the Company, subject
to minimum guarantees, after initial guaranteed rates expire.
Liabilities for unpaid claims equal the death benefit for those
claims which have been reported to the Company and an estimate
based upon prior experience for those claims which are unreported
as of the valuation date.
Reinsurance: In the normal course of business, the Company seeks
to limit its exposure to loss on any single insured life and to
recover a portion of benefits paid by ceding reinsurance to
other insurance enterprises or reinsurers under indemnity
reinsurance agreements, primarily excess coverage and
coinsurance agreements. The maximum amount of mortality risk
retained by the Company is approximately $500 on a single life.
Indemnity reinsurance agreements do not relieve the Company from
its obligations to policyholders. Failure of reinsurers to honor
their obligations could result in losses to the Company. The
Company regularly evaluates the financial condition of its
reinsurers so as to minimize its exposure to significant losses
from reinsurer insolvencies. The Company holds collateral under
reinsurance agreements in the form of letters of credit and
funds withheld totaling $635 that can be drawn upon for
delinquent reinsurance recoverables.
As of December 31, 1997, the Company had life insurance inforce
that was ceded to other life insurance companies of $2,879,306.
The Company entered into an indemnity reinsurance agreement with
an unaffiliated insurer whereby the Company coinsures, on a
modified coinsurance basis, 50% of the unaffiliated insurer's
variable annuity premiums sold through the Merrill Lynch & Co.
distribution system. At December 31, 1997, the Company's quota
share of variable annuity premiums related to this agreement was
$35 million.
Deferred Policy Acquisition Costs: Policy acquisition costs for
life and annuity contracts are deferred and amortized based on
the estimated future gross profits for each group of contracts.
These future gross profit estimates are subject to periodic
evaluation by the Company, with necessary revisions applied
against amortization to date. It is reasonably possible that
estimates of future gross profits could be reduced in the
future, resulting in a material reduction in the carrying amount
of deferred policy acquisition costs.
Policy acquisition costs are principally commissions and a
portion of certain other expenses relating to policy
acquisition, underwriting and issuance, that are primarily
related to and vary with the production of new business. Certain
costs and expenses reported in the statements of earnings are
net of amounts deferred. Policy acquisition costs can also arise
from the acquisition or reinsurance of existing in-force
policies from other insurers. These costs include ceding
commissions and professional fees related to the reinsurance
assumed. The deferred costs are amortized in proportion to the
estimated future gross profits over the anticipated life of the
acquired insurance contracts utilizing an interest methodology.
The Company has entered into an assumption reinsurance agreement
with an unaffiliated insurer. The acquisition costs relating to
this agreement are being amortized over a twenty-year period
using an effective interest rate of 9.01%. This
reinsurance agreement provides for payment of contingent ceding
commissions based upon the persistency and mortality experience
of the insurance contracts assumed. Any payments made for the
contingent ceding commissions are capitalized and amortized
using an identical methodology as that used for the initial
acquisition costs. The following is a reconciliation of the
acquisition costs related to the reinsurance agreement for the
years ended December 31:
1997 1996 1995
------------ ------------ ------------
Beginning balance $ 112,249 $ 124,833 $ 133,388
Capitalized amounts 5,077 5,077 13,708
Interest accrued 9,653 10,669 11,620
Amortization (24,727) (28,330) (33,883)
------------ ------------ ------------
Ending balance $ 102,252 $ 112,249 $ 124,833
============ ============ ============
The following table presents the expected amortization, net of
interest accrued, of these deferred acquisition costs over the next
five years. The amortization may be adjusted based on periodic
evaluation of the expected gross profits on the reinsured policies.
1998 11,030
1999 9,927
2000 8,935
2001 8,041
2002 7,237
Investments: The Company's investments in debt and equity securities
are classified as either available-for-sale or trading and are
reported at estimated fair value. Unrealized gains and losses on
available-for-sale securities are included in stockholder's equity,
net of tax. Unrealized gains and losses on trading account
securities are included in net realized investment gains. If a
decline in value of a security is determined by management to be
other-than-temporary, the carrying value is adjusted to the estimated
fair value at the date of this determination and recorded as net realized
investment gains (losses).
For fixed maturity securities, premiums are amortized to the
earlier of the call or maturity date, discounts are accreted to
the maturity date, and interest income is accrued daily. For
equity securities, dividends are recognized on the ex-dividend
date. Realized gains and losses on the sale or maturity of the
investments are determined on the basis of specific identification.
Certain fixed maturity securities are considered non-investment
grade. The Company defines non-investment grade fixed maturity
securities as unsecured debt obligations that do not have a
rating equivalent to Standard and Poor's (or similar rating
agency) BBB- or higher.
During the first quarter 1997, the Company terminated its
interest rate swap contracts that were carried at estimated fair
value and recorded as a component of fixed maturity securities.
Interest income and realized and unrealized gains and losses
were recorded on the same basis as fixed maturity securities
available-for-sale.
As of December 31, 1997, the Company had no mortgage loans
outstanding. Mortgage loans were stated at unpaid principal
balances, net of valuation allowances. Such valuation allowances
were based on the decline in value expected to be realized on
mortgage loans that may not be collectible in full. In
establishing valuation allowances, management considered, among
other things, the estimated fair value of the underlying collateral.
The Company recognized income from mortgage loans based on the
cash payment interest rate of the loan, which may be different
from the accrual interest rate of the loan for certain
outstanding mortgage loans. The Company recognized a realized
gain at the date of the satisfaction of the loan at contractual
terms for loans where there was a difference between the cash
payment interest rate and the accrual interest rate. For all
loans the Company stopped accruing income when an interest
payment default either occurred or was probable. Impairments of
mortgage loans were established as valuation allowances and
recorded to net realized investment gains or losses.
Real estate held-for-sale, is stated at estimated fair value
less estimated selling costs.
Policy loans on insurance contracts are stated at unpaid
principal balances.
Investments in limited partnerships are carried at cost.
Income Taxes: The results of operations of the Company are
included in the consolidated Federal income tax return of
Merrill Lynch & Co. The Company has entered into a tax-sharing
agreement with Merrill Lynch & Co. whereby the Company will
calculate its current tax provision based on its operations.
Under the agreement, the Company periodically remits to Merrill
Lynch & Co. its current Federal tax liability.
The Company uses the asset and liability method in providing
income taxes on all transactions that have been recognized in
the financial statements. The asset and liability method
requires that deferred taxes be adjusted to reflect the tax
rates at which future taxable amounts will be settled or
realized. The effects of tax rate changes on future deferred
tax liabilities and deferred tax assets, as well as other
changes in income tax laws, are recognized in net earnings in
the period such changes are enacted. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
Insurance companies are generally subject to taxes on premiums
and in substantially all states are exempt from state income
taxes.
Separate Accounts: Separate Accounts are established in
conformity with Arkansas State Insurance law, the Company's
domiciliary state, and are generally not chargeable with
liabilities that arise from any other business of the Company.
Separate Accounts assets may be subject to general claims of the
Company only to the extent the value of such assets exceeds
Separate Accounts liabilities.
Assets and liabilities of Separate Accounts, representing net
deposits and accumulated net investment earnings less fees, held
primarily for the benefit of policyholders, are shown as
separate captions in the balance sheets.
Statements of Comprehensive Income: During 1997, the Company
adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS
No. 130"). SFAS No. 130 defines comprehensive income as all non-
owner changes in equity during a period. Comprehensive
income is reported in the Statements of Comprehensive Income
included in the financial statements for the years ended
December 31, 1997, 1996 and 1995.
Statements of Cash Flows: For the purpose of reporting cash
flows, cash and cash equivalents include cash on hand and on
deposit and short-term investments with original maturities of
three months or less.
Reclassifications: To facilitate comparisons with the current
year, certain amounts in the prior years have been
reclassified.
<PAGE>
NOTE 2. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments are carried at fair value or amounts that
approximate fair value. The carrying value of financial
instruments as of December 31 were:
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
Assets:
Fixed maturity securities:
Securities (1) $ 3,008,608 $ 3,301,858
Interest rate swaps (2) - (270)
-------------- -------------
Total fixed maturity securities 3,008,608 3,301,588
-------------- -------------
Equity securities (1) 73,612 35,977
Trading account securities (1) 15,625 -
Mortgage loans (3) - 70,503
Policy loans on insurance contracts (4) 1,118,139 1,092,071
Cash and cash equivalents (5) 86,388 94,991
Separate Accounts assets (6) 9,149,119 7,615,362
-------------- --------------
Total financial instruments recorded as assets $ 13,451,491 $ 12,210,492
============== ==============
</TABLE>
(1) For publicly traded securities, the estimated fair value
is determined using quoted market prices. For securities
without a readily ascertainable market value, the Company
has determined an estimated fair value using a discounted
cash flow model, including provision for credit risk, based
upon the assumption that such securities will be held to
maturity. Such estimated fair values do not necessarily
represent the values for which these securities could have
been sold at the dates of the balance sheets. At December
31, 1997 and 1996, securities without a readily
ascertainable market value, having an amortized cost of
$389,728 and $338,515, had an estimated fair value of
$396,253 and $348,066, respectively.
(2) Estimated fair values for the Company's interest rate swaps
are based on a discounted cash flow model.
(3) The estimated fair value of mortgage loans approximates
the carrying value.
(4) The Company estimates the fair value of policy loans as
equal to the book value of the loans. Policy loans are
fully collateralized by the account value of the associated
insurance contracts, and the spread between the policy loan
interest rate and the interest rate credited to the account
value held as collateral is fixed.
(5) The estimated fair value of cash and cash equivalents
approximates the carrying value.
(6) Assets held in Separate Accounts are carried at quoted
market values.
<PAGE>
NOTE 3. INVESTMENTS
The amortized cost and estimated fair value of investments in
fixed maturity securities and equity securities (excluding
trading account securities) as of December 31 were:
<TABLE>
<CAPTION>
1997
-------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Fixed maturity securities:
Corporate debt securities $ 2,412,171 $ 73,318 $ 6,963 $ 2,478,526
Mortgage-backed securities 339,015 12,320 224 351,111
U.S. Government and agencies 119,107 2,767 111 121,763
Foreign governments 36,585 198 1,125 35,658
Municipals 20,684 866 - 21,550
------------- ------------- ------------- -------------
Total fixed maturity securities $ 2,927,562 $ 89,469 $ 8,423 $ 3,008,608
============= ============= ============= =============
Equity securities:
Non-redeemable preferred stocks $ 67,845 $ 1,187 $ 185 $ 68,847
Common stocks 4,754 11 - 4,765
------------- ------------- ------------- -------------
Total equity securities $ 72,599 $ 1,198 $ 185 $ 73,612
============= ============= ============= =============
1996
-------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
Fixed maturity securities:
Corporate debt securities $ 2,652,225 $ 67,590 $ 11,765 $ 2,708,050
Mortgage-backed securities 503,997 12,447 1,948 514,496
U.S. Government and agencies 54,386 2,303 158 56,531
Foreign governments 18,111 182 140 18,153
Municipals 3,924 434 - 4,358
------------- ------------- ------------- -------------
Total fixed maturity securities $ 3,232,643 $ 82,956 $ 14,011 $ 3,301,588
============= ============= ============= =============
Equity securities:
Non-redeemable preferred stocks $ 30,554 $ 2,983 $ 85 $ 33,452
Common stocks 2,434 91 - 2,525
------------- ------------- ------------- -------------
Total equity securities $ 32,988 $ 3,074 $ 85 $ 35,977
============= ============= ============= =============
</TABLE>
<PAGE>
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1997 by contractual maturity were:
Estimated
Amortized Fair
Cost Value
------------- --------------
Fixed maturity securities:
Due in one year or less $ 224,663 $ 225,887
Due after one year through five years 1,343,383 1,380,248
Due after five years through ten years 740,784 764,272
Due after ten years 279,717 287,090
------------- --------------
2,588,547 2,657,497
Mortgage-backed securities 339,015 351,111
------------- --------------
Total fixed maturity securities $ 2,927,562 $ 3,008,608
============= ==============
Fixed maturity securities not due at a single maturity date
have been included in the preceding table in the year of final
maturity. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment
penalties.
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1997 by rating agency equivalent
were:
Estimated
Amortized Fair
Cost Value
------------- -------------
AAA $ 623,503 $ 642,188
AA 169,805 172,454
A 926,398 950,610
BBB 1,046,614 1,080,036
Non-investment grade 161,242 163,320
------------- -------------
Total fixed maturity securities $ 2,927,562 $ 3,008,608
============= =============
<PAGE>
The Company has recorded certain adjustments to deferred policy
acquisition costs and policyholders' account balances in
connection with investments classified as available-for-sale. The Company
adjusts those assets and liabilities as if the unrealized investment gains
or losses from securities classified as available-for-sale had actually
been realized, with corresponding credits or charges reported directly to
stockholder's equity. The following reconciles the net unrealized
investment gain on investment securities classified as available- for-
sale as of December 31:
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
Assets:
Fixed maturity securities $ 81,046 $ 68,945
Equity securities 1,013 2,989
Deferred policy acquisition costs (5,452) (4,630)
Separate Accounts assets - 168
-------------- --------------
76,607 67,472
-------------- --------------
Liabilities:
Policyholders' account balances 48,923 59,017
Federal income taxes - deferred 9,689 2,959
-------------- --------------
58,612 61,976
-------------- --------------
Stockholder's equity:
Net unrealized investment gain on investment securities $ 17,995 $ 5,496
============== ==============
</TABLE>
During the third quarter 1997, the Company provided $15,000
initial funding for a trading portfolio, composed of
convertible debt and equity securities. The net unrealized
holdings gains on trading account securities earned as of
December 31, 1997, and included in net realized investment gains
are $520.
During the first quarter 1997, the Company terminated its
interest rate swap contracts which it held for the purpose of
minimizing exposure to fluctuations in interest rates related
to specific investment securities held. The notional
amount of such swaps outstanding at December 31 1996 was
approximately $9,000. The swaps were transacted with
investment grade counterparties. As of December 31, 1996, the
Company's interest rate swap contracts were in a $270
unrealized loss position. During 1997, 1996
and 1995, there were no realized investment gains or losses
recorded.
<PAGE>
Proceeds and gross realized investment gains and losses from
the sale of available-for-sale securities for the years ended
December 31 were:
1997 1996 1995
----------- ----------- -----------
Proceeds $ 846,041 $ 847,091 $ 620,853
Gross realized investment gains 16,783 19,078 14,196
Gross realized investment losses 7,193 10,749 10,813
The Company had investment securities with a carrying value
of $26,508 and $27,726 that were deposited with insurance
regulatory authorities at December 31, 1997 and 1996,
respectively.
During 1997, the Company realized a $1,005 gain on the sale of
its remaining investment in the Separate Accounts. At December
31, 1996, the Company had invested $10,168 in Separate Accounts,
including $168 of unrealized gains. The investments in Separate
Accounts are for the purpose of providing original funding of
certain mutual fund portfolios available as investment options to
variable life and annuity policyholders.
At December 31, 1997, the Company held no mortgage loans on real
estate. The carrying value and established valuation allowances
of impaired mortgage loans on real estate as of December 31,
1996 were $44,239 and $17,652, respectively.
Additional information on impaired loans for the years ended
December 31 follows:
1997 1996 1995
----------- ----------- -----------
Average investment in impaired loans $ 30,945 $ 79,668 $ 124,089
Interest income recognized (cash-basis) 2,830 4,848 5,482
For the years ended December 31, 1997, 1996 and 1995, $7,891,
$28,555 and $1,300, respectively, of real estate held-for-sale
was acquired in satisfaction of debt.
<PAGE>
Net investment income arose from the following sources for the
years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Fixed maturity securities $ 236,325 $ 266,916 $ 305,648
Equity securities 3,020 1,876 1,329
Mortgage loans 4,627 9,764 12,250
Real estate held-for-sale 1,939 563 153
Policy loans on insurance contracts 57,998 56,512 53,576
Cash and cash equivalents 9,570 6,710 8,463
Other 709 899 1,753
------------ ------------ ------------
Gross investment income 314,188 343,240 383,172
Less investment expenses (5,486) (6,579) (7,006)
------------ ------------ ------------
Net investment income $ 308,702 $ 336,661 $ 376,166
============ ============ ============
</TABLE>
Net realized investment gains (losses), including changes in
valuation allowances for the years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Fixed maturity securities $ 6,149 $ 4,690 $ 1,908
Equity securities 3,441 3,639 1,475
Trading account securities 697 - -
Investment in Separate Accounts 1,005 106 (369)
Mortgage loans 6,252 599 334
Real estate held-for-sale (4,252) (171) 1,177
Cash and cash equivalents (3) (1) -
------------ ------------ ------------
Net realized investment gains $ 13,289 $ 8,862 $ 4,525
============ ============ ============
</TABLE>
<PAGE>
The following is a reconciliation of the change in valuation
allowances that have been recorded to reflect other-than-
temporary declines in estimated fair value of mortgage loans
for the years ended December 31:
Balance at Additions Balance at
Beginning Charged to Write - End
of Year Operations Downs of Year
----------- ------------ ----------- -----------
Mortgage loans:
1997 $ 17,652 $ - $ 17,652 $ -
1996 35,881 - 18,229 17,652
1995 40,070 - 4,189 35,881
The Company held no investments at December 31, 1997 which have
been non-income producing for the preceding twelve months.
The Company has committed to participate in a limited
partnership that invests in leveraged transactions. As of
December 31, 1997, $4,744 has been advanced towards the
Company's $10,000 commitment to the limited partnership.
NOTE 4. FEDERAL INCOME TAXES
The following is a reconciliation of the provision for income
taxes based on earnings before income taxes, computed using the
Federal statutory tax rate, with the provision for income taxes
for the years ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Provision for income taxes computed at Federal
statutory rate $ 42,413 $ 41,048 $ 41,575
Increase (decrease) in income taxes resulting
from:
Dividend received deduction (1,969) (3,135) (532)
Release of policyholders' surplus - - 1,991
Tax deductible interest - - (718)
Other - (21) (13)
---------- ---------- ----------
Federal income tax provision $ 40,444 $ 37,892 $ 42,303
========== ========== ==========
</TABLE>
The Federal statutory rate for each of the three years in the
period ended December 31, 1997 was 35%.
The Company provides for deferred income taxes resulting from
temporary differences that arise from recording certain
transactions in different years for income tax reporting
purposes than for financial reporting purposes. The sources of
these differences and the tax effect of each are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Deferred policy acquisition costs $ (2,422) $ (5,770) $ (2,179)
Policyholders' account balances (16,099) 15,004 66
Liability for guaranty fund assessments 1,190 760 249
Investment adjustments 5,070 5,122 5,563
Other - (38) 269
-------------- -------------- --------------
Deferred Federal income tax
provision (benefit) $ (12,261) $ 15,078 $ 3,968
============== ============== ==============
</TABLE>
Deferred tax assets and liabilities as of December 31 are
determined as follows:
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
Deferred tax assets:
Policyholders' account balances $ 95,182 $ 79,083
Investment adjustments 601 5,671
Liability for guaranty fund assessments 5,381 6,571
-------------- --------------
Total deferred tax assets 101,164 91,325
-------------- --------------
Deferred tax liabilities:
Deferred policy acquisition costs 88,670 91,092
Net unrealized investment gain on investment securities 9,689 2,959
Other 3,988 3,988
-------------- --------------
Total deferred tax liabilities 102,347 98,039
-------------- --------------
Net deferred tax liability $ 1,183 $ 6,714
================ ==============
</TABLE>
The Company anticipates that all deferred tax assets will be
realized; therefore no valuation allowance has been provided.
<PAGE>
NOTE 5. RELATED PARTY TRANSACTIONS
The Company and MLIG are parties to a service agreement whereby
MLIG has agreed to provide certain accounting, data processing,
legal, actuarial, management, advertising and other services to
the Company. Expenses incurred by MLIG in relation to this
service agreement are reimbursed by the Company on an allocated
cost basis. Charges billed to the Company by MLIG pursuant to
the agreement were $43,028, $43,515 and $41,729 for the years
ended December 31, 1997, 1996 and 1995, respectively. The
Company is allocated interest expense on its accounts payable
to MLIG which approximates the daily Federal funds rate. Total
intercompany interest paid was $842, $988 and $1,310 for 1997,
1996 and 1995, respectively.
The Company and Merrill Lynch Asset Management, L.P. ("MLAM")
are parties to a service agreement whereby MLAM has agreed to
provide certain invested asset management services to the
Company. The Company pays a fee to MLAM for these services
through the MLIG service agreement. Charges attributable to
this agreement and allocated to the Company by MLIG were
$1,913, $2,279 and $2,635 for 1997, 1996 and 1995,
respectively.
MLAM and MLIG have entered into an agreement with respect to
administrative services for the Merrill Lynch Series Fund, Inc.
("Series Fund") and Merrill Lynch Variable Series Funds, Inc.
("Variable Series Funds"). The Company invests in the various
mutual fund portfolios of the Series Fund and the Variable
Series Funds in connection with the variable life and annuities
the Company has in-force. Under this agreement, MLAM pays
compensation to MLIG in an amount equal to a portion of the
annual gross investment advisory fees paid by the Series Fund
and the Variable Series Funds to MLAM. The Company received
from MLIG its allocable share of such compensation in the
amount of $19,057, $16,514 and $13,293 during 1997, 1996 and
1995, respectively.
The Company has a general agency agreement with Merrill Lynch
Life Agency Inc. ("MLLA") whereby registered representatives of
MLPF&S, who are the Company's licensed insurance agents,
solicit applications for contracts to be issued by the Company.
MLLA is paid commissions for the contracts sold by such agents.
Commissions paid to MLLA were $72,729, $42,639 and $43,984 for
1997, 1996 and 1995, respectively. Substantially all of these
commissions were capitalized as deferred policy acquisition
costs and are being amortized in accordance with the policy
discussed in Note 1.
During the first quarter 1997, the Company terminated its
interest rate swap contracts which it entered into with Merrill
Lynch Capital Services, Inc. ("MLCS") with a guarantee from
Merrill Lynch & Co. At December 31, 1996, the notional amount
of such interest rate swap contracts outstanding was $9,000.
Net interest received from these interest rate swap contracts
was $4, ($117), and $256 for 1997, 1996 and 1995, respectively.
Affiliated agreements generally contain reciprocal indemnity
provisions pertaining to each party's representations and
contractual obligations thereunder.
During 1997, the Company sold its investment in 2141 E.
Camelback, Corp. to Merrill Lynch Mortgage Capital, Inc. The
investment was sold at its carrying value of $5,375.
NOTE 6. STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS
During 1997, 1996, and 1995 the Company paid dividends of
$135,000, $175,000, and $100,000, respectively, to MLIG. Of
these stockholder's dividends, $110,030, $175,000 and $73,757,
respectively, were extraordinary dividends as defined by
Arkansas Insurance Law and were paid pursuant to approval
granted by the Arkansas Insurance Commissioner.
At December 31, 1997 and 1996, approximately $24,304 and
$24,970, respectively, of stockholder's equity was available
for distribution to MLIG. Statutory capital and surplus at
December 31, 1997 and 1996, was $245,042 and $251,697,
respectively.
Applicable insurance department regulations require that the
Company report its accounts in accordance with statutory
accounting practices. Statutory accounting practices primarily
differ from the principles utilized in these financial
statements by charging policy acquisition costs to expense as
incurred, establishing future policy benefit reserves using
different actuarial assumptions, not providing for deferred
income taxes, and valuing securities on a different basis. The
Company's statutory net income for 1997, 1996 and 1995 was
$81,963, $93,532 and $121,451, respectively.
The National Association of Insurance Commissioners ("NAIC")
utilizes the Risk Based Capital ("RBC") adequacy monitoring
system. The RBC calculates the amount of adjusted capital which
a life insurance company should have based upon that company's
risk profile. As of December 31, 1997 and 1996, based on the
RBC formula, the Company's total adjusted capital level was
394% and 403%, respectively, of the minimum amount of capital
required to avoid regulatory action.
NOTE 7. COMMITMENTS AND CONTINGENCIES
State insurance laws generally require that all life insurers
who are licensed to transact business within a state become
members of the state's life insurance guaranty association.
These associations have been established for the protection of
policyholders from loss (within specified limits) as a result of
the insolvency of an insurer. At the time an insolvency occurs,
the guaranty association assesses the remaining members of the
association an amount sufficient to satisfy the insolvent
insurer's policyholder obligations (within specified limits).
During 1991, and to a lesser extent 1992, there were certain
highly publicized life insurance insolvencies. The Company has
utilized public information to estimate what future assessments
it will incur as a result of these insolvencies. At December 31,
1997 and 1996, the Company has established an estimated
liability for future guaranty fund assessments of $15,374 and
$18,773, respectively. The Company regularly monitors public
information regarding insurer insolvencies and adjusts its
estimated liability as appropriate.
In the normal course of business, the Company is subject to
various claims and assessments. Management believes the
settlement of these matters would not have a material effect on
the financial position or results of operations of the Company.
<PAGE>
<PAGE> 46
PART C
OTHER INFORMATION
<PAGE> 47
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<C> <S> <C>
(A) FINANCIAL STATEMENTS
(1) Financial Statements of Merrill Lynch Life Variable Annuity
Separate Account for the three years ended December 31, 1996
and the Notes relating thereto appear in the Statement of
Additional Information (Part B of the Registration
Statement)
(2) Financial Statements of Merrill Lynch Life Insurance Company
for the three years ended December 31, 1996 and the Notes
relating thereto appear in the Statement of Additional
Information (Part B of the Registration Statement)
(3) Schedule of Life Insurance In Force for Merrill Lynch Life
Insurance Company
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED TO
AMOUNT COMPANIES COMPANIES AMOUNT NET
------ --------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Life insurance in force...... 10,568,021 2,879,306 1,843,104 9,531,819 19%
(B) EXHIBITS
(1) Resolution of the Board of Directors of Merrill Lynch Life
Insurance Company establishing the Merrill Lynch Life
Variable Annuity Separate Account. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-43053 Filed December 5, 1996).
(2) Not Applicable.
(3) Underwriting Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43053 Filed December 5, 1996).
(4) (a) Individual Variable Annuity Contract issued by Family Life
Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-43053 Filed December 4, 1996).
(b) Individual Variable Annuity Contract Issued by Merrill Lynch
Life Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 3 to Form N-4,
Registration No. 33-43053 Filed August 6, 1993).
(c) Endorsements to Individual Variable Annuity Contract Issued
by Family Life Insurance Company. (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-43053 Filed December 5, 1996).
(d) Assumption Certificate. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-43053 Filed December 5, 1996).
(e) Assumption Certificate for use in Illinois. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-43053 Filed December 5, 1996).
(f) Assumption Certificate for use in Tennessee. (Incorporated
by Reference to Registrant's Post-Effective Amendment No. 8
to Form N-4, Registration No. 33-43053 Filed December 5,
1996).
(g) Assumption Certificate of Tandem Insurance Group, Inc. and
Company Name Change and Home Office Address Change
Endorsement. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43053 Filed December 5, 1996).
(h) Endorsement to Individual Variable Annuity Contract Issued
by Merrill Lynch Life Insurance Company or Family Life
Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-43053 Filed April 25, 1994).
(i) Endorsement to Tax-Sheltered Annuity ML-AY-468/96.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4, Registration No. 33-43053 Filed
April 23, 1997).
(5) Annuity Application for Fixed and Variable Annuities.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 3 to Form N-4, Registration No. 33-43053 Filed
August 6, 1993).
(6) (a) Articles of Amendment, Restatement and Redomestication of
the Articles of Incorporation of Merrill Lynch Life
Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-43053 Filed December 5, 1996).
</TABLE>
C-1
<PAGE> 48
<TABLE>
<C> <S> <C>
(b) Amended and Restated By-Laws of Merrill Lynch Life Insurance
Company. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43053 Filed December 5, 1996).
(7) Assumption Reinsurance Agreement Between Merrill Lynch Life
Insurance Company, Tandem Insurance Group, Inc. and Royal
Tandem Life Insurance Company and Family Life Insurance
Company. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43053 Filed December 5, 1996).
(8) (a) Amended General Agency Agreement Between Merrill Lynch Life
Insurance Company and Merrill Lynch Life Agency, Inc.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 4 to Form N-4, Registration No. 33-43053 Filed
April 25, 1994).
(b) Indemnity Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch Life Agency, Inc. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-43053 Filed December 5, 1996).
(c) Agreement Between Merrill Lynch Life Insurance Company and
Merrill Lynch Variable Series Funds, Inc. Relating to
Maintaining Constant Net Asset Value for the Reserve Assets
Fund. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43053 Filed December 5, 1996).
(d) Agreement Between Merrill Lynch Life Insurance Company and
Merrill Lynch Variable Series Funds, Inc. Relating to
Valuation and Purchase Procedures. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-43053 Filed December 5, 1996).
(e) Plan and Agreement of Merger Between Merrill Lynch Life
Insurance Company and Tandem Insurance Group, Inc.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 8 to Form N-4, Registration No. 33-43053 Filed
December 5, 1996).
(f) Amended Service Agreement Between Merrill Lynch Life
Insurance Company and Merrill Lynch Insurance Group, Inc.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 4 to Form N-4, Registration No. 33-43053 Filed
April 25, 1994).
(g) Indemnity Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch Life Agency, Inc. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to
Form N-4, Registration No. 33-43053 Filed December 5, 1996).
(h) Management Agreement Between Merrill Lynch Life Insurance
Company and Merrill Lynch Asset Management, Inc.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 8 to Form N-4, Registration No. 33-43053 Filed
December 5, 1996).
(i) Reimbursement Agreement Between Merrill Lynch Asset
Management, Inc. and Merrill Lynch Life Agency.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 8 to Form N-4, Registration No. 33-43053 Filed
December 5, 1996).
(j) Form of Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc., Merrill Lynch Life Insurance
Company, ML Life Insurance Company of New York, and Family
Life Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-43053 Filed April 25, 1994).
(k) Form of Addendum to General Agency Compensation Schedule.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 3 to Form N-4, Registration No. 33-43053 Filed
August 6, 1993).
(l) Form of Participation Agreement Between Merrill Lynch
Variable Series Funds, Inc. and Merrill Lynch Life Insurance
Company. (Incorporated by Reference to Merrill Lynch Life
Variable Annuity Separate Account A's Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43773
Filed December 10, 1996).
(m) Form of Amendment to Participation Agreement Between Merrill
Lynch Variable Series Funds, Inc. and Merrill Lynch Life
Insurance Company.
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as
to the legality of the securities being registered.
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 8 to Form N-4, Registration No. 33-43053 Filed
December 5, 1996).
(10) (a) Written Consent of Sutherland, Asbill & Brennan LLP.
(b) Written Consent of Deloitte & Touche LLP, independent
auditors.
</TABLE>
C-2
<PAGE> 49
<TABLE>
<C> <S> <C>
(c) Written Consent of Barry G. Skolnick, Esq.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) (a) Power of Attorney from Joseph E. Crowne, Jr. (Incorporated
by Reference to Registrant's Post-Effective Amendment No. 4
to Form N-4, Registration No. 33-43053 Filed April 25,
1994).
(b) Power of Attorney from David M. Dunford. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-43053 Filed April 25, 1994).
(c) Power of Attorney from John C.R. Hele. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-43053 Filed April 25, 1994).
(d) Power of Attorney from Allen N. Jones. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-43053 Filed April 25, 1994).
(e) Power of Attorney from Barry G. Skolnick. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-43053 Filed April 25, 1994).
(f) Power of Attorney from Anthony J. Vespa. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to
Form N-4, Registration No. 33-43053 Filed April 25, 1994).
(g) Power of Attorney from Gail R. Farkas. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 6 to
Form N-4, Registration No. 33-43053 Filed April 26, 1996).
</TABLE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ---- -------------------------- ------------------------
<S> <C> <C>
Joseph E. Crowne, Jr. 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 Chief Financial Officer, Chief Actuary, and
Treasurer.
David M. Dunford 800 Scudders Mill Road Director, Senior Vice President and Chief
Plainsboro, NJ 08536 Investment Officer.
Gail R. Farkas 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Barry G. Skolnick 800 Scudders Mill Road Director, Senior Vice President, General
Plainsboro, NJ 08536 Counsel, and Secretary.
Anthony J. Vespa 800 Scudders Mill Road Director, Chairman of the Board, President
Plainsboro, NJ 08536 and Chief Executive Officer.
Deborah J. Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 08536
Charles J. Cavanaugh 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Robert J. Boucher 1414 Main Street Senior Vice President, Variable Life
Springfield, MA 01102 Administration.
Michael P. Cogswell 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Edward W. Diffin, Jr. 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Eileen Dyson 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Diana Joyner 1414 Main Street Vice President.
Springfield, MA 01102
Peter P. Massa 4804 Deer Lake Drive East Vice President.
Jacksonville, FL 32246
Kelly A. O'Dea 800 Scudders Mill Road Vice President and Senior Compliance Officer.
Plainsboro, NJ 08536
Shelley K. Parker 1414 Main Street Vice President and Assistant Secretary.
Springfield, MA 01102
</TABLE>
C-3
<PAGE> 50
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ---- -------------------------- ------------------------
<S> <C> <C>
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Lori M. Salvo 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
John A. Shea 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Tracy A. Bartoy 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Robert J. Viamari 1414 Main Street Vice President and Assistant Secretary.
Springfield, MA 01102
Chester Westergard 2200 Rodney Parham Road Vice President.
Suite 300
Little Rock, AR 72212
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Matthew J. Rider 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Donald C. Stevens, III 800 Scudders Mill Road Vice President and Controller.
Plainsboro, NJ 08536
Amy S. Winston 800 Scudders Mill Road Vice President and Director of Compliance.
Plainsboro, NJ 08536
</TABLE>
- ---------------
* Each director is elected to serve until the next annual shareholder meeting or
until his or her successor is elected and shall have qualified.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Merrill Lynch Life Insurance Company is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc. ("ML & Co.").
A list of subsidiaries of ML & Co. appears below.
SUBSIDIARIES OF THE REGISTRANT
The following are subsidiaries of ML & Co. as of February 23, 1998 and the
states or jurisdictions in which they are organized. Indentation indicates the
principal parent of each subsidiary. Except as otherwise specified, in each case
ML & Co. owns, directly or indirectly, at least 99% of the voting securities of
each subsidiary. The names of particular subsidiaries have been omitted because,
considered in the aggregate as a single subsidiary, they would not constitute,
as of the end of the year covered by this report, a "significant subsidiary" as
that term is defined in Rule 1.02(w) of Regulation S-X under the Securities
Exchange Act of 1934.
<TABLE>
<CAPTION>
NAME STATE OR JURISDICTION OF ENTITY
- ---- -------------------------------
<S> <C>
Merrill Lynch & Co., Inc. .................................. Delaware
Merrill Lynch, Pierce, Fenner & Smith Incorporated (1).... Delaware
Broadcort Capital Corp. ............................... Delaware
Merrill Lynch & Co., Canada Ltd. ...................... Ontario
Merrill Lynch Canada Inc. ........................... Nova Scotia
Merrill Lynch Life Agency Inc. (2)..................... Washington
Merrill Lynch Professional Clearing Corp. (3).......... Delaware
Merrill Lynch Bank & Trust Co. ........................... New Jersey
Merrill Lynch Capital Services, Inc. ..................... Delaware
Merrill Lynch Government Securities Inc. ................. Delaware
</TABLE>
C-4
<PAGE> 51
<TABLE>
<CAPTION>
NAME STATE OR JURISDICTION OF ENTITY
- ---- -------------------------------
<S> <C>
Merrill Lynch Money Markets Inc. ...................... Delaware
Merrill Lynch Group, Inc. ................................ Delaware
Mercury Asset Management Group Holdings PLC (4)........ England
Merrill Lynch Asset Management L.P. (5)................ Delaware
Merrill Lynch Capital Partners, Inc. .................. Delaware
Merrill Lynch Futures Inc. ............................ Delaware
Merrill Lynch Group Holdings Limited................... Ireland
Merrill Lynch Capital Markets Bank Limited........... Ireland
Merrill Lynch Insurance Group, Inc. ................... Delaware
Merrill Lynch Life Insurance Company................. Arkansas
ML Life Insurance Company of New York................ New York
Merrill Lynch International Finance Corporation........ New York
Merrill Lynch International Bank Limited............. England
Merrill Lynch Bank (Suisse) S.A. ................. Switzerland
Merrill Lynch Mortgage Capital Inc. ................... Delaware
Merrill Lynch National Financial....................... Utah
Merrill Lynch Trust Company (6)........................ New Jersey
Merrill Lynch Business Financial Services Inc. ...... Delaware
Merrill Lynch Credit Corporation..................... Delaware
Merrill Lynch Investment Partners Inc. ................ Delaware
MLDP Holdings, Inc. (7)................................ Delaware
Merrill Lynch Derivative Products AG................. Switzerland
ML IBK Positions Inc. ................................. Delaware
Merrill Lynch Capital Corporation.................... Delaware
ML Leasing Equipment Corp. (8)......................... Delaware
Merrill Lynch International Incorporated.................. Delaware
Merrill Lynch (Australasia) Pty Limited................ New South Wales
Merrill Lynch International (Australia) Limited........ New South Wales
Merrill Lynch International Bank....................... United States
Merrill Lynch International Holdings Inc. ............. Delaware
Merrill Lynch Bank (Austria) Aktiengesellschaft A.G. Austria
Merrill Lynch Bank and Trust Company (Cayman) Cayman Islands, British West
Limited............................................. Indies
Merrill Lynch Capital Markets A.G. .................. Switzerland
Merrill Lynch Europe PLC............................. England
Merrill Lynch Europe Holdings Limited............. England
Merrill Lynch International..................... England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & England
Dealers) Limited................................
Merrill Lynch Europe Ltd. ........................... Cayman Islands, British West
Indies
Merrill Lynch France................................. France
Merrill Lynch Capital Markets (France) S.A. ...... France
Merrill Lynch Far East Limited....................... Hong Kong
Merrill Lynch Japan Incorporated....................... Cayman Islands, British West
Indies
</TABLE>
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- ---------------
(1) MLPF&S also conducts business as "Merrill Lynch & Co."
(2) Similarly named affiliates and subsidiaries that engage in the sale of life
insurance and annuity products are incorporated in various other
jurisdictions.
(3) The preferred stock of the corporation is owned by an unaffiliated group of
investors.
(4) Held through several intermediate holding companies.
(5) Merrill Lynch Asset Management L.P. is a limited partnership whose general
partner is Princeton Services, Inc. and whose limited partner is ML & Co.
(6) Similarly named affiliates and subsidiaries that provide trust and custodial
services are incorporated in various other jurisdictions.
(7) Merrill Lynch Group, Inc. owns 100% of this corporation's outstanding common
voting stock. 100% of the outstanding preferred voting stock is held by
outside parties.
(8) This corporation has more than 45 direct or indirect subsidiaries operating
in the United States and serving as either general partners or associate
general partners of limited partnerships.
ITEM 27. NUMBER OF CONTRACTS
As of February 28, 1998, there were 2,386 Qualified Contracts and 2,153
Non-Qualified Contracts.
ITEM 28. INDEMNIFICATION
There is no indemnification of the principal underwriter, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, with respect to the Contract.
The indemnity agreement between Merrill Lynch Life Insurance Company ("Merrill
Lynch Life") and its affiliate Merrill Lynch Life Agency, Inc. ("MLLA"), with
respect to MLLA's general agency responsibilities on behalf of Merrill Lynch
Life and the Contract, provides:
Merrill Lynch Life will indemnify and hold harmless MLLA and all persons
associated with MLLA as such term is defined in Section 3(a)(21) of the
Securities Exchange Act of 1934 against all claims, losses, liabilities and
expenses, to include reasonable attorneys' fees, arising out of the sale by
MLLA of insurance products under the above-referenced Agreement, provided
that Merrill Lynch Life shall not be bound to indemnify or hold harmless
MLLA or its associated persons for claims, losses, liabilities and expenses
arising directly out of the willful misconduct or negligence of MLLA or its
associated persons.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional funds: CBA Money Fund; CMA Government
Securities Fund; CMA Money Fund; CMA Tax-Exempt Fund; CMA Treasury Fund; CMA
Multi-State Municipal Series Trust; The Corporate Fund Accumulation Program,
Inc.; The Municipal Fund Investment Accumulation Program, Inc.; The Corporate
Income Fund; Defined Asset Funds--Municipal Insured Series; Equity Investor
Fund; The Fund of Stripped ("Zero") U.S. Treasury Securities; The GNMA
Investment Accumulation Program; Government Securities Income Fund;
International Bond Fund; The Merrill Lynch Fund of Stripped ("Zero") U.S.
Treasury
C-6
<PAGE> 53
Securities; Merrill Lynch Trust for Government Securities; Municipal Income
Fund; Municipal Investment Trust Fund; and The Municipal Fund Accumulation
Program, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: Merrill Lynch Life Variable
Annuity Separate Account A; Merrill Lynch Life Variable Life Separate Account B;
Merrill Lynch Life Variable Life Separate Account II; ML of New York Variable
Life Separate Account; ML of New York Variable Life Separate Account II; ML of
New York Variable Annuity Separate Account; ML of New York Variable Annuity
Separate Account A; ML of New York Variable Annuity Separate Account B; and
Merrill Lynch Variable Life Separate Account.
(b) The directors, president, treasurer and executive vice presidents of Merrill
Lynch, Pierce, Fenner & Smith Incorporated are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
------------------ --------------------------------------
<S> <C>
Herbert M. Allison, Jr.*................. Director, President, and Chief Executive
Officer
Thomas W. Davis.......................... Executive Vice President
Barry S. Friedberg*...................... Executive Vice President
Edward L. Goldberg*...................... Executive Vice President
Stephen L. Hammerman*.................... Director and Chairman of the Board
Jerome P. Kenney*........................ Executive Vice President
David H. Komansky*....................... Director
Theresa Lang*............................ Senior Vice President and Treasurer
E. Stanley O'Neal........................ Executive Vice President
Thomas H. Patrick*....................... Executive Vice President
George A. Schieren....................... General Counsel and Senior Vice President
Winthrop H. Smith, Jr.*.................. Executive Vice President
John L. Steffens*........................ Director and Vice Chairman of the Board
Roger M. Vasey*.......................... Executive Vice President
</TABLE>
- ---------------
* World Financial Center, 250 Vesey Street, New York, NY 10281
(c) Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and records required to be maintained by Section 31(a) of
the 1940 Act and the rules promulgated thereunder are maintained by the
depositor at the principal executive offices at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536 and the Service Center at 4804 Deer Lake Drive
East, Jacksonville, Florida 32246.
ITEM 31. NOT APPLICABLE
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) Registrant undertakes to file a post-effective amendment to the Registrant
Statement as frequently as is necessary to ensure that the audited financial
statements in the Registration Statement are never more than 16 months old for
so long as payments under the variable annuity contracts may be accepted.
(b) Registrant 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.
(c) Registrant undertakes to deliver any statement of additional information and
any financial statements required to be made available under this Form promptly
upon written or oral request.
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<PAGE> 54
(d) Merrill Lynch Life Insurance Company is relying on a no-action letter issued
to the American Counsel of Life Insurance published November 28, 1988. The
no-action letter provides certain assurances relating to variable annuity
registrants' compliance with Section 403(b)(11) of the Internal Revenue Code and
Sections 22(e), 27(c)(1) and 27(d) of the Investment Company Act of 1940.
Merrill Lynch Life hereby represents that it has complied with the provisions of
paragraph (1) through (4) of said no-action letter.
(e) Merrill Lynch Life Insurance Company hereby represents that the fees and
charges deducted under the contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Merrill Lynch Life Insurance Company.
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<PAGE> 55
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Merrill Lynch Life Variable Annuity Separate Account,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Post-Effective Amendment No. 10 to the Registration
Statement and has caused this Registration Statement to be signed on its behalf,
in the City of Plainsboro, State of New Jersey, on the 29th day of April, 1998.
<TABLE>
<S> <C>
ATTEST: MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT
(Registrant)
/s/ EDWARD W. DIFFIN, JR. By: /s/ BARRY G. SKOLNICK
- --------------------------------------------- -----------------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Counsel Senior Vice President of
Merrill Lynch Life Insurance Company
ATTEST: MERRILL LYNCH LIFE INSURANCE COMPANY
(Depositor)
/s/ EDWARD W. DIFFIN, JR. By: /s/ BARRY G. SKOLNICK
- --------------------------------------------- -----------------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Counsel Senior Vice President
</TABLE>
As required by the Securities Act of 1933, this Post-Effective Amendment No. 10
to the Registration Statement has been signed below by the following persons in
the capacities indicated on April 29, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director, Chairman of the Board, President,
- --------------------------------------------- and Chief Executive Officer
Anthony J. Vespa
* Director, Senior Vice President, Chief
- --------------------------------------------- Financial Officer, Chief Actuary, and
Joseph E. Crowne, Jr. Treasurer
* Director, Senior Vice President and Chief
- --------------------------------------------- Investment Officer
David M. Dunford
* Director and Senior Vice President
- ---------------------------------------------
Gail R. Farkas
By: /s/ BARRY G. SKOLNICK In his own capacity as Director, Senior Vice
----------------------------------------- President, General Counsel, and Secretary
Barry G. Skolnick and as Attorney-In-Fact
</TABLE>
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<PAGE> 56
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
(8)(m) Form of Amendment to Participation Agreement Between Merrill
Lynch Variable Series Funds, Inc. and Merrill Lynch Life
Insurance Company.........................................
(10)(a) Written Consent of Sutherland, Asbill & Brennan LLP ........
(b) Written Consent of Deloitte & Touche LLP, independent
auditors..................................................
(c) Written Consent of Barry G. Skolnick, Esq. .................
</TABLE>
C-9
<PAGE> 1
Exhibit 8(m)
AMENDMENT TO FUND PARTICIPATION AGREEMENT
Reference is made to the Fund Participation Agreement dated as of October
3rd, 1995, between MERRILL LYNCH VARIABLE SERIES FUNDS, INC., an open-end
management investment company organized as a Maryland corporation (the "Fund"),
and MERRILL LYNCH LIFE INSURANCE COMPANY, a life insurance company organized
under the laws of the state of Arkansas (the "Company"), on its own behalf and
on behalf of each segregated asset account of the Company set forth on Schedule
A as attached thereto (the "Existing Agreement").
WHEREAS, the several series of shares of the Fund offered by the Fund to
the Company and the Accounts are set forth on Schedule B attached to the
Existing Agreement.
The Fund and the Company hereby amend and restate said Schedule B to the
Existing Agreement as attached hereto, and all references in the Existing
Agreement to the Portfolios shall be deemed to refer to the series of shares of
the Fund as set forth on Schedule B as attached hereto.
Capitalized terms used herein without definition and defined in the
Existing Agreement shall have the same meaning herein as therein.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment to Fund Participation Agreement as of the date and
year first above written.
MERRILL LYNCH LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE> 2
SCHEDULE B
Portfolios of Merrill Lynch Variable Series Funds, Inc.
Offered to Segregated Accounts of
MERRILL LYNCH LIFE INSURANCE COMPANY
Class A shares of each of the following:
American Balanced Fund
Basic Value Focus Fund
Capital Focus Fund
Developing Capital Markets Focus Fund
Domestic Money Market Fund
Global Bond Focus Fund
Global Growth Focus Fund
Global Strategy Focus Fund
Global Utility Focus Fund
Government Bond Fund
High Current Income Fund
Index 500 Fund
International Equity Focus Fund
National Resources Focus Fund
Prime Bond Fund
Quality Equity Fund
Reserve Assets Fund
Special Value Focus Fund
<PAGE> 1
Exhibit 10(a)
[Sutherland, Asbill & Brennan LLP letterhead]
CONSENT OF SUTHERLAND, ASBILL & BRENNAN LLP
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus filed as part of Post-Effective Amendment No. 10 to
Form N-4 (File No. 33- 43053) for Merrill Lynch Life Variable Annuity Separate
Account of Merrill Lynch Life Insurance Company. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
/s/Sutherland, Asbill & Brennan LLP
-----------------------------------
SUTHERLAND, ASBILL & BRENNAN LLP
Washington, D.C.
April 29, 1998
<PAGE> 1
Exhibit 10(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 10 to Registration
Statement No. 33-43053 of Merrill Lynch Life Variable Annuity Separate Account
on Form N-4 of our reports on (i) Merrill Lynch Life Insurance Company dated
February 23, 1998, and (ii) Merrill Lynch Life Variable Annuity Separate Account
dated January 23, 1998, appearing in the Statement of Additional Information,
which is a part of such Registration Statement, and to the reference to us under
the heading "Experts" in the Prospectus, which is a part of such Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
April 28, 1998
<PAGE> 1
Exhibit 10(c)
[MERRILL LYNCH LIFE INSURANCE COMPANY]
CONSENT OF BARRY G. SKOLNICK, ESQ.
I hereby consent to the reference to my name under the caption "Legal Matters"
in the prospectus included in Post-Effective Amendment No. 10 to the
Registration Statement on Form N-4 for certain variable annuity insurance
contracts issued through Merrill Lynch Life Variable Annuity Separate Account of
Merrill Lynch Life Insurance Company, File No. 33-43053.
/s/ Barry G. Skolnick
-----------------------------------------
Barry G. Skolnick, Esq.
Senior Vice President and General Counsel
April 29, 1998
