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As filed with the Securities and Exchange Commission on January 15, 1999
Registration Nos. 33-51268 and 811-7134
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. 11 [ x]
---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 [x]
--
(Check appropriate box or boxes)
Separate Account II of Integrity Life Insurance Company
(Exact Name of Registrant)
Integrity Life Insurance Company
(Name of Depositor)
515 West Market Street, Louisville, KY 40202
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (502) 582-7900
--------------
Kevin L. Howard
Integrity Life Insurance Company
515 West Market Street
Louisville, Kentucky 40202
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon after the effective date
of this Registration Statement as is practicable.
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on (date) pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/x/ on April 5, 1999 pursuant to paragraph (a)(1) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2) of Rule 485
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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PROSPECTUS
PINNACLE
FLEXIBLE PREMIUM VARIABLE ANNUITY
issued by INTEGRITY LIFE INSURANCE COMPANY
This prospectus describes a flexible premium variable annuity offered by
Integrity Life Insurance Company, a subsidiary of ARM Financial Group, Inc. The
contracts offered by this prospectus provide several types of benefits, some of
which have tax-favored status under the Internal Revenue Code of 1986, as
amended. Two separate accounts, Separate Account II and Separate Account Ten,
fund the Variable Annuity contracts. You may allocate contributions to various
available investment divisions of our Separate Accounts, called Variable Account
Options, or to our Fixed Accounts, or both. The Variable Account Options and
Fixed Account Options are together referred to as INVESTMENT OPTIONS.
Your contributions to the Variable Account Options of Separate Account II are
invested in shares of the portfolios of the following Funds: BT Insurance Funds
Trust; Variable Insurance Products Fund (VIP), Variable Insurance Products Fund
II (VIP II), and Variable Insurance Products Fund III (VIP III), part of the
Fidelity Investments-Registered Trademark- group of companies; The Legends Fund,
Inc.; Janus Aspen Series; J.P. Morgan Series Trust II; and Morgan Stanley
Universal Funds, Inc. The value of your contributions to the Variable Account
Options reflects the performance of the Funds' portfolios. The prospectuses for
the Funds describe the investment objectives, policies and risks of each of the
Funds' portfolios. There are 21 Variable Account Options available under
Separate Account II:
BT FUNDS TRUST
EAFE-Registered Trademark- Equity Index Fund
Equity 500 Index Fund
Small Cap Index Fund
FIDELITY'S VIP FUNDS
VIP Equity-Income Portfolio
VIP II Contrafund Portfolio
VIP III Growth & Income Portfolio
VIP III Growth Opportunities Portfolio
JANUS ASPEN SERIES
Janus Aspen Capital Appreciation Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Worldwide Growth Portfolio
Janus Aspen Money Market Portfolio
J.P. MORGAN SERIES
J.P. Morgan International Opportunities Portfolio
J.P. Morgan Bond Portfolio
LEGENDS FUND
Harris Bretall Sullivan & Smith Equity Growth Portfolio
Zweig Asset Allocation Portfolio
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Zweig Equity (Small Cap) Portfolio
Scudder Kemper Value Portfolio
MORGAN STANLEY UNIVERSAL FUNDS
Morgan Stanley Asian Equity Portfolio
Morgan Stanley Emerging Markets Debt Portfolio
Morgan Stanley High Yield Portfolio
Morgan Stanley U.S. Real Estate Portfolio
WE CAN'T GUARANTEE THAT THE JANUS MONEY MARKET PORTFOLIO WILL MEET ITS
INVESTMENT GOAL OR BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
Contributions to Separate Account Ten are allocated to its Select Ten Plus
Division March, Select Ten Plus Division June, Select Ten Plus Division
September, or Select Ten Plus Division December, which invest directly in
securities. Part I of this prospectus describes the contract and provides
background information about the Separate Accounts. Part II of this prospectus
(beginning on page 51) provides information about the investment activities and
operations of the Divisions, including their investment policies.
We offer Guaranteed Rate Options (GROs) and a Systematic Transfer Option (STO),
referred to as FIXED ACCOUNTS. The money you put into a GRO earns a fixed
interest rate that we declare at the beginning of the duration you select. A
MARKET VALUE ADJUSTMENT will be made for withdrawals, surrenders, transfers and
certain other transactions made before your GRO Account expires. However, your
minimum value under a GRO Account can't be decreased below an amount equal to
your contribution plus interest compounded at an annual effective rate of 3%.
Withdrawal charges and an annual administrative charge may apply, and may invade
principal. Your allocation to the STO earns a fixed interest rate that we
declare each calendar quarter, guaranteed never to be less than an effective
annual yield of 3%. YOU MUST TRANSFER ALL CONTRIBUTIONS YOU MAKE TO THE STO INTO
OTHER INVESTMENT OPTIONS WITHIN ONE YEAR OF CONTRIBUTION ON A MONTHLY OR
QUARTERLY BASIS.
This prospectus contains information about the contracts that you should know
before investing. You should read this prospectus and any supplements, and
retain them for future reference. This prospectus isn't valid unless provided
with the current Fund prospectuses, which you should also read.
For further information and assistance, contact our Administrative Office at
Integrity Life Insurance Company, P.O. Box 740074, Louisville, Kentucky
40201-0074. Our express mail address is Integrity Life Insurance Company, 515
West Market Street, Louisville, Kentucky 40202-3319. You may also call the
following toll-free number: 1-800-325-8583.
Registration statements relating to the contracts, which include a Statement of
Additional Information dated May 1, 1998, have been filed with the Securities
and Exchange Commission. The SAI is incorporated by reference into this
prospectus. A free copy of the SAI is available by writing to or calling our
Administrative Office. A table of contents for the SAI follows the table of
contents for this prospectus.
*NOTE: CONTRACTS ISSUED IN THE STATE OF OREGON WILL BE SINGLE PREMIUM VARIABLE
ANNUITIES RATHER THAN FLEXIBLE PREMIUM VARIABLE ANNUITIES. ALL REFERENCES TO
FLEXIBLE CONTRIBUTIONS ARE SINGLE CONTRIBUTIONS FOR OREGON.
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THE CONTRACTS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY ANY
BANK, NOR ARE THEY INSURED BY THE FDIC. THEY ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
CONTRACTS OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 1, 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I PAGE
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SECTION 1 - SUMMARY
Your Variable Annuity Contract . . . . . . . . . . . . . . . . . . . .
Your Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
How Your Contract is Taxed . . . . . . . . . . . . . . . . . . . . . .
Your Contributions . . . . . . . . . . . . . . . . . . . . . . . . . .
Your Investment Options. . . . . . . . . . . . . . . . . . . . . . . .
Variable Account Options . . . . . . . . . . . . . . . . . . . . . . .
Account Value, Adjusted Account Value and Cash Value . . . . . . . . .
Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .
Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Your Initial Right to Revoke . . . . . . . . . . . . . . . . . . . . .
Table of Annual Fees and Expenses. . . . . . . . . . . . . . . . . . .
Financial Information. . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2 - INTEGRITY AND THE SEPARATE ACCOUNTS
Integrity Life Insurance Company . . . . . . . . . . . . . . . . . . .
The Separate Accounts and the Variable Account Options . . . . . . . .
Assets of Our Separate Accounts. . . . . . . . . . . . . . . . . . . .
Changes In How We Operate. . . . . . . . . . . . . . . . . . . . . . .
SECTION 3 - YOUR INVESTMENT OPTIONS
The Legends Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Legends Fund's Investment Adviser and Sub-Advisers. . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
BT Insurance Funds Trust . . . . . . . . . . . . . . . . . . . . . . .
The Bankers Trust Funds' Investment Adviser . . . . . . . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
Fidelity Variable Insurance Products Funds . . . . . . . . . . . . . .
Fidelity's VIP Funds' Investment Adviser. . . . . . . . . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
Janus Aspen Series . . . . . . . . . . . . . . . . . . . . . . . . . .
Janus Aspen Series= Investment Adviser. . . . . . . . . . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
J.P. Morgan Series Trust II. . . . . . . . . . . . . . . . . . . . . .
The J.P. Morgan Series= Investment Adviser. . . . . . . . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
Morgan Stanley Universal Funds, Inc. . . . . . . . . . . . . . . . . .
The Morgan Stanley Universal Funds' Investment Advisers . . . . .
Investment Objectives of the Portfolios . . . . . . . . . . . . .
The Select Ten Plus Divisions of Separate Account Ten. . . . . . . . .
Fixed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guaranteed Rate Options . . . . . . . . . . . . . . . . . . . . .
Renewals of GRO Accounts . . . . . . . . . . . . . . . . . . .
Market Value Adjustments . . . . . . . . . . . . . . . . . . .
Systematic Transfer Option. . . . . . . . . . . . . . . . . . . .
</TABLE>
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<TABLE>
<CAPTION>
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SECTION 4 - DEDUCTIONS AND CHARGES
Separate Account Charges . . . . . . . . . . . . . . . . . . . . . . .
Annual Administrative Charge . . . . . . . . . . . . . . . . . . . . .
Reduction or Elimination of Separate Account
or Administrative Charges. . . . . . . . . . . . . . . . . . . . . .
Fund and Division Charges. . . . . . . . . . . . . . . . . . . . . . .
State Premium Tax Deduction. . . . . . . . . . . . . . . . . . . . . .
Contingent Withdrawal Charge . . . . . . . . . . . . . . . . . . . . .
Reduction or Elimination of the Contingent Withdrawal Charge . . . . .
Transfer Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hardship Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5 - TERMS OF PINNACLE YOUR VARIABLE ANNUITY
Contributions Under Your Contract. . . . . . . . . . . . . . . . . . .
Your Account Value . . . . . . . . . . . . . . . . . . . . . . . . . .
Your Purchase of Units in Our Separate Accounts. . . . . . . . . . . .
How We Determine Unit Value. . . . . . . . . . . . . . . . . . . . . .
Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefits and Similar Benefit Distributions . . . . . . . . . . .
Annuity Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Timing of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . .
How You Make Requests and Give Instructions. . . . . . . . . . . . . .
SECTION 6 - VOTING RIGHTS
Fund Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . .
How We Determine Your Voting Shares. . . . . . . . . . . . . . . . . .
How Fund Shares Are Voted. . . . . . . . . . . . . . . . . . . . . . .
How Separate Account Ten Interests Are Voted . . . . . . . . . . . . .
Separate Account Voting Rights . . . . . . . . . . . . . . . . . . . .
SECTION 7 - TAX ASPECTS OF THE CONTRACTS
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Status of Integrity. . . . . . . . . . . . . . . . . . . . . . . .
Your Contract is an Annuity. . . . . . . . . . . . . . . . . . . . . .
Taxation of Annuities Generally. . . . . . . . . . . . . . . . . . . .
Distribution-at-Death Rules. . . . . . . . . . . . . . . . . . . . . .
Diversification Standards. . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
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<TABLE>
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PAGE
<S> <C>
Distributions Under Tax-Favored Retirement Programs. . . . . . . . . .
Federal and State Income Tax Withholding . . . . . . . . . . . . . . .
Impact of Taxes on Integrity . . . . . . . . . . . . . . . . . . . . .
Transfers Among Investment Options . . . . . . . . . . . . . . . . . .
SECTION 8 - ADDITIONAL INFORMATION
Systematic Withdrawals . . . . . . . . . . . . . . . . . . . . . . . .
Income Plus Withdrawal Program . . . . . . . . . . . . . . . . . . . .
Dollar Cost Averaging. . . . . . . . . . . . . . . . . . . . . . . . .
Systematic Transfer Program. . . . . . . . . . . . . . . . . . . . . .
Customized Asset Rebalancing . . . . . . . . . . . . . . . . . . . . .
Asset Allocation and Rebalancing Program . . . . . . . . . . . . . . .
Systematic Contributions . . . . . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . .
SECTION 9 - PRIOR CONTRACTS
Death Benefit Information for Contacts Issued Prior to
January 1, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . .
Reduction in Charges . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent Withdrawal Charge . . . . . . . . . . . . . . . . . . . . .
Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contracts Issued to Oregon Residents . . . . . . . . . . . . . . . . .
Callan Asset and Rebalancing Program . . . . . . . . . . . . . . . . .
Hardship Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
SECTION 1 - THE SELECT TEN PLUS DIVISIONS OF SEPARATE ACCOUNT TEN
The Divisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Strategy. . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies. . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . .
Standardized Performance Data. . . . . . . . . . . . . . . . . . . . .
Non-Standardized Performance Data. . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2 - MANAGEMENT OF SEPARATE ACCOUNT TEN
Board of Managers of Separate Account Ten. . . . . . . . . . . . . . .
The Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . .
The Sub-Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A - ILLUSTRATION OF A MARKET VALUE ADJUSTMENT . . . . . . .
</TABLE>
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
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SAI TABLE OF CONTENTS
Part 1 - Integrity and Custodian
Part 2 - Distribution of the Contracts
Part 3 - Investment Restrictions and Policies of the Select Ten Plus Divisions
Part 4 - Management of Separate Account Ten
Part 5 - Portfolio Transactions and Brokerage
Part 6 - Performance Information
Part 7 - Determination of Accumulation Unit Values
Part 8 - Determination of Annuity Unit Values
Part 9 - Tax Favored Retirement Programs
Part 10 - Financial Statements
If you would like to receive a copy of the Statement of Additional Information,
please complete the form below and send it to:
Administrative Office
Integrity Life Insurance Company
P.O. Box 740074
Louisville, KY 40201-0074
ATTN: Request for SAI of Separate Account II (Pinnacle) and Separate Account Ten
Name: _____________________________________________
Address: _____________________________________________
City: ______________ State: ________ Zip: _____________
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PART I
SECTION I - SUMMARY
YOUR VARIABLE ANNUITY CONTRACT
When this prospectus uses the terms "we," "our" and "us," it means Integrity
Life Insurance Company. When it uses the terms "you" and "your" it means the
Annuitant, who is the person upon whose life the annuity benefit and the death
benefit are based. That person is usually the Owner of the contract. If the
Annuitant doesn't own the contract, the Owner has all the rights under the
contract until annuity payments begin. If there are Joint Owners, they share
the contract rights and any changes or transactions must signed by both of them.
The death of the first Joint Owner to die will determine distribution.
If you want to invest for retirement by buying a Pinnacle Variable Annuity
contract, complete a Customer Profile form (unless your state requires an
application) and send it to us along with at least the minimum initial
contribution. Because the premium is flexible, your future contributions can be
any amount you choose, as long as it's above the minimum required contribution,
discussed below.
The latest your endowment or "retirement" date can be is your 98th birthday,
unless your state law requires it to be a different date, or unless you specify
another date.
YOUR BENEFITS
Your contract has an Account Value, an annuity benefit and a death benefit.
These benefits are described in more detail below.
Your benefits under the annuity contract may be controlled by the usual tax
rules for annuities, including deferral of taxes on your investment growth until
you actually make a withdrawal. You should read Part I, Section 7, "Tax Aspects
of the Contracts" for more information, and possibly consult a tax adviser. The
contract can also provide your benefits under tax-favored retirement programs,
which may be subject to special eligibility and contribution rules.
HOW YOUR CONTRACT IS TAXED
Under the current tax laws, any increases in the value of your investment won't
be considered part of your taxable income until you withdraw it.
YOUR CONTRIBUTIONS
The minimum initial contribution must be at least $1,000 ($3,000 in South
Carolina and Pennsylvania). Contributions after your initial one can be as
little as $100. Some tax-favored retirement plans allow smaller contributions.
For more details on contribution requirements, see Part I, Section 5,
"Contributions Under Your Contract."
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YOUR INVESTMENT OPTIONS
You may have your contributions placed in the Variable Account Options or in the
Fixed Accounts, or place part of your contributions in each of them. The
Variable Account Options and Fixed Accounts are together referred to as the
INVESTMENT OPTIONS. You may have money in as many as nine different Investment
Options at any one time. See "Contributions Under Your Contract" in Part I,
Section 5. The effective dates of contributions to the Select Ten Plus
Divisions are subject to special rules. See "Investment Strategy" in Part II,
Section 1. To select Investment Options that most closely reflect your
investment goals, see "Your Investment Options" in Part I, Section 3.
VARIABLE ACCOUNT OPTIONS
Each of the Variable Account Options, except the Select Ten Plus Divisions,
invests in shares of investment portfolios of mutual funds. Each investment
portfolio is referred to as a PORTFOLIO. The investment goals of each Variable
Account Option are the same as the Portfolio in which it's invested. For
example, if your investment goal is to save money for retirement, you might
choose a GROWTH oriented Variable Account Option, which invests in GROWTH
Portfolios. Your value in a Variable Account Option will vary with the
performance of the corresponding Portfolio. For a full description of each
Fund, see that Fund's prospectus and Statement of Additional Information. The
Select Ten Plus Divisions invest directly in securities. For a full description
of the Select Ten Plus Divisions, see Part II.
ACCOUNT VALUE, ADJUSTED ACCOUNT VALUE AND CASH VALUE
Your ACCOUNT VALUE consists of the values of your Fixed Accounts and Variable
Account Options added together. Your ADJUSTED ACCOUNT VALUE is your Account
Value increased or decreased by any MARKET VALUE ADJUSTMENT. Your Account Value
can never be decreased below the Minimum Value. You'll find a discussion of
Market Value Adjustment in the Guaranteed Rate Options paragraph of Section 3,
"Your Investment Options." Your Cash Value is your ADJUSTED ACCOUNT VALUE
reduced by any withdrawal charges or pro rata annual administrative charges that
may apply. Fees and charges are discussed in more detail in the "Charges and
Fees" section below.
TRANSFERS
You may transfer all or any part of your Account Value among the Investment
Options, although there are some restriction that apply. You can find these
under "Transfers" in Part I, Section 5. Any transfer must be for at least $250
and may be arranged through our telephone transfer service. Transfers may also
be made among certain Investment Options under the following special programs:
(i) Dollar Cost Averaging, (ii) Customized Asset Rebalancing, (iii) Asset
Allocation and Rebalancing, or (iv) transfer of your STO contributions. All of
these programs are discussed in Part I, Section 8. If you make more than twelve
transfers between your Investment Options in one calendar year, your account can
be charged up to $20 for each transfer.
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CHARGES AND FEES
If your Account Value is less than $50,000 as of the last day of any contract
year before your Retirement Date, an annual administrative expense charge of $30
is deducted from your Account. A daily charge equal to an annual fee of 1.35%
is deducted from the Account Value of each of your Variable Account Options to
cover mortality and expense risks (1.20%) and certain administrative expenses
(.15%). The charges will never be greater than this. For more information
about the account charges, see Part I, Section 4, "Deductions and Charges."
Investment management fees and other expenses are deducted from amounts Separate
Account II invests in the Funds. The advisory fees of a Fund or Division can't
be increased without the consent of its shareholders. See "Table of Annual Fees
and Expenses" below and the discussions about the fees of various investment
advisers and sub-advisers in Part I, Section 3.
WITHDRAWALS
You may make any number of withdrawals as often as you wish. Each withdrawal
must be for at least $300. You may withdraw up to 10% of your account value
each year with no withdrawal charges. After the first 10%, there will be a
charge for any withdrawals you make, based upon the length of time your money
has been in your account. See Part I, Section 4, "Contingent Withdrawal
Charges" and Part I, Section 5, "Withdrawals."
YOUR INITIAL RIGHT TO REVOKE
You can cancel your contract within ten days after you receive it by returning
it to our Administrative Office. The ten-day period may be extended as required
by law in some states. If you cancel your contract, we'll return your entire
contribution, with adjustments made for any investment gain or loss experienced
by the Variable Account Options from the date you purchased it until the date we
receive your cancelled contract, along with any charges deducted. If your state
requires, upon cancellation we'll return your contribution without any
adjustments. We'll return the amount of any contribution to the Guaranteed Rate
Option upon cancellation.
RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE
VARIABLE ANNUITY INVESTMENT OBJECTIVES/GOALS
The investment goals of the Pinnacle Flexible Premium Variable Annuity are
protecting your investment, building for retirement and providing current
income. We strive to achieve these goals through extensive portfolio
diversification and superior portfolio management.
PERFORMANCE INFORMATION
Performance data for the Variable Account Options, including the yield and
effective yield and total return of the Investment Options, may appear in
advertisements or sales literature. This performance data is based only on the
performance of a hypothetical investment in that Option during the particular
period of time on which the calculations are based. Performance information
should be considered in light of investment objectives and policies of the
Portfolio in which the Option invests and the market
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conditions during the given time frame, and it shouldn't be considered a
representation of performance to be achieved in the future.
TOTAL RETURNS are based on the overall dollar or percentage change in value of a
hypothetical investment in an Option. Total return information reflects changes
in Fund share price, the automatic reinvestment of all distributions and the
deduction of contract charges and expenses that may apply, including any
contingent withdrawal charge that would apply if an Owner surrendered the
contract at the end of the period shown. Total returns may also be shown that
don't take into account the contingent withdrawal charge or the annual
administrative charge that is applied when the Account Value is less than
$50,000 at the end of the contract year.
CUMULATIVE TOTAL RETURNS show an Investment Option's performance over a specific
period of time, usually several years. An AVERAGE ANNUAL TOTAL RETURN shows the
hypothetical yearly return that would produce the same cumulative total return
if the Investment Option experienced exactly the same return each year for the
entire period shown. Because performance will fluctuate on a year-by-year
basis, the average annual total returns tend to show a smooth result that won't
mirror actual performance, even though the end result will be the same.
Some Investment Options may also advertise YIELD, which shows the income
generated by an investment in that particular Option over a specified period of
time. This income is annualized and shown as a percentage. Yields don't take
into account capital gains or losses or the contingent withdrawal charge that
may apply if you withdraw your money at the end of the hypothetical time period.
The Janus Aspen Money Market Option may advertise its CURRENT and EFFECTIVE
YIELD. Current yield reflects the income generated by an investment in that
Option over a specified seven-day period. Effective yield is calculated in a
similar manner, except that it assumes that the income earned is reinvested, and
the income on the reinvested amount is included. The J.P. Morgan Bond Option
may advertise a 30-day yield, which reflects the income generated by an
investment in that Option over a specified 30-day period.
For a detailed description of the methods used to determine the yield and total
return for the Variable Account Options, see the Statement of Additional
Information.
In Part II of this prospectus, there is a table showing what the performance of
the strategy for the Select Ten Plus Divisions would have been relative to the
Dow Jones Industrial Average for the last 25 years. The information is
historical and reflects a hypothetical investment, and shouldn't be used as an
indicator of future performance. In some years, the strategy outperformed the
Dow Jones index, and in some years, it didn't. The performance of this strategy
depends both on stock prices, which will fluctuate, and dividend payments, which
may increase, decrease or be eliminated. There are no guarantees that this
strategy will outperform the Dow Jones Industrial average over any given period
of time.
RISKS
An investment in any of the Investment Options or in the Select Ten Plus
Division carries with it certain risks, including the risk that the value of
your investment will decline and you could lose
4
<PAGE>
money. This could happen if one of the issuers of the stocks becomes
financially impaired or if the stock market as a whole declines. Because most
of the Investment Options are in common stocks, there's also the inherent risk
that holders of common stock generally are behind creditors and holders of
preferred stock for payments in the event of the bankruptcy of a stock issuer.
There are certain risks that are specific to certain industries or market
sectors. Examples of this are industries that are highly regulated and could
experience declines due to burdensome regulations, and industries such as the
tobacco industry that are the subject of lawsuits and governmental scrutiny.
Some issuers of stock refine, market and transport oil and related petroleum
products. These companies face the risks of price and availability of oil, the
level of demand for the products, refinery capacity and operating costs, the
cost of financing the exploration for oil and the increasing expenses necessary
to comply with environmental and other energy related regulations. Declining
U.S. crude oil production is likely to lead to increased dependence on foreign
sources of oil and to uncertain supply for refiners and the risk of
unpredictable supply disruptions. In addition, future scientific advances with
new energy sources could have a negative impact on the petroleum and natural gas
industries.
The Select Ten Plus Divisions are non-diversified, which means that they invest
a large amount of their assets in a very small number of issuers. As a result,
an investment in a Division may experience more fluctuations in value than an
investment in a diversified Investment Option. In addition, a Division may be
concentrated in one or more market sector. Concentration may involve addition
risk because of the decreased diversification of economic, financial and market
risks.
Some of the Investment Options invest in securities of foreign countries. These
investments carry risks associated with instability of the economy and the
government of certain foreign nations.
YEAR 2000
Many computer programs are written so that only the last two digits of the year
are read. Because of this, many computer systems will read the year 2000 as
1900. This could cause many programs to malfunction. Integrity is evaluating,
on an ongoing basis, its computer systems and the systems of other companies on
which we rely, to determine if they'll function properly, and make the
transition from 1999 to 2000 smoothly. These activities are designed to ensure
that there is no adverse effect on our business operations. While we've been
working very hard to make sure that this process will be problem-free, we can't
guarantee that there won't be some Year 2000 problems experienced by our systems
and we can't make any representations or guarantees that the outside sources on
which we rely will be ready to make a smooth transition to Year 2000 with their
systems.
5
<PAGE>
TABLE OF ANNUAL FEES AND EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Sales Load on Purchases . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (1) . . . . . . . . . . . . . . . . 8% Maximum
Exchange Fee (2). . . . . . . . . . . . . . . . . . . . . . . . $0
Annual Administrative Charge (3). . . . . . . . . . . . . . . . $30
</TABLE>
ANNUAL EXPENSES OF THE SEPARATE ACCOUNTS
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE) (4)
<TABLE>
<S> <C>
Mortality and Expense Risk Charge . . . . . . . . . . . . . . . 1.20%
Administrative Expenses . . . . . . . . . . . . . . . . . . . . .15%
-----
Total Separate Account Annual Expenses. . . . . . . . . . . . . 1.35%
-----
-----
</TABLE>
PORTFOLIO ANNUAL EXPENSES AFTER WAIVERS/REIMBURSEMENTS
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
Management Other Total Annual
Portfolio Fees(5) Expenses Expenses
- --------- ------- -------- --------
<S> <C> <C> <C>
EAFE-Registered Trademark- Equity Index . . . . . . . 0.34%(6)(7) 0.31%(6)(7) 0.65%(6)(7)
Equity 500 Index . . . . . . . . . . . . . . . . . . . 0.11%(6)(7) 0.19%(6)(7) 0.30%(6)(7)
Small Cap Index. . . . . . . . . . . . . . . . . . . . 0.22%(6)(7) 0.23%(6)(7) 0.45%(6)(7)
VIP Equity-Income. . . . . . . . . . . . . . . . . . . 0.50% 0.08% 0.58%(
8)
VIP II Contrafund. . . . . . . . . . . . . . . . . . . 0.60% 0.11% 0.71%(8)
VIP III Growth & Income. . . . . . . . . . . . . . . . 0.49% 0.21%(6) 0.70%
VIP III Growth Opportunities . . . . . . . . . . . . . 0.60% 0.14% 0.74%(8)
Harris Bretall Sullivan & Smith Equity Growth. . . . . 0.65% 0.38% 1.03%(9)
Scudder Kemper Value . . . . . . . . . . . . . . . . . 0.65% 0.40% 1.05%(9)
Zweig Asset Allocation . . . . . . . . . . . . . . . . 0.90% 0.38% 1.28%(9)
Zweig Equity (Small Cap) . . . . . . . . . . . . . . . 1.05% 0.50% 1.55%(9)
Janus Aspen Capital Appreciation . . . . . . . . . . . 0.23%(10) 1.03%(10) 1.26%(10)
Janus Aspen Balanced . . . . . . . . . . . . . . . . . 0.76%(10) 0.07%(10) 0.83%(10)
Janus Aspen Worldwide Growth . . . . . . . . . . . . . 0.66%(10) 0.08%(10) 0.74%(10)
Janus Aspen Money Market . . . . . . . . . . . . . . . 0.22%(10) 0.28%(10) 0.50%(10)
J.P. Morgan International Opportunities. . . . . . . . 0.60% 0.60%(11) 1.20%(11)
J.P. Morgan Bond . . . . . . . . . . . . . . . . . . . 0.30% 0.45%(11) 0.75%(11)
Morgan Stanley Asian Equity. . . . . . . . . . . . . . 0.00%(12) 1.20%(12) 1.20%(12)
Morgan Stanley Emerging Markets Debt . . . . . . . . . 0.00%(12) 1.30%(12) 1.30%(12)
Morgan Stanley High Yield. . . . . . . . . . . . . . . 0.00%(12) 0.80%(12) 0.80%(12)
Morgan Stanley U.S. Real Estate. . . . . . . . . . . . 0.00%(12) 1.10%(12) 1.10%(12)
</TABLE>
DIVISION ANNUAL EXPENSES AFTER REIMBURSEMENT
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------
<TABLE>
<CAPTION>
Management Fees(13) Other Expenses(14) Total Annual Expenses(14)
------------------- ------------------ -------------------------
<S> <C> <C>
.50% .35% .85%
</TABLE>
6
<PAGE>
- -------------------------
(1) See "Deductions and Charges - Contingent Withdrawal Charge" in Part I,
Section 4. You may make a partial withdrawal of up to 10% of the Account Value
in any contract year minus withdrawals during the current contract year, without
incurring a withdrawal charge.
(2) After the first twelve transfers during a contract year, Integrity may
impose a transfer charge of $20 per transfer. This charge won't apply to
transfers made for dollar cost averaging, customized asset rebalancing, asset
allocation and rebalancing, or systematic transfers. See "Deductions and Charges
- - Transfer Charge" in Part I, Section 4.
(3) The annual administrative charge is $30. This charge applies only if the
Account Value is less than $50,000 at the end of any contract year prior to your
Retirement Date. See "Deductions and Charges - Annual Administrative Charge" in
Part I, Section 4.
(4) See "Deductions and Charges - Separate Account Charges" in Part I, Section
4.
(5) The stated management fee is the highest applicable rate, or, for the Janus
Portfolios is for the year ended December 31, 1997. The fee for certain
portfolios may be reduced as assets increase. See Part I, Section 3, "Your
Investment Options," for the applicable fee rates for particular portfolios.
(6) Estimated.
(7) The fees and expenses in the table show the costs that an investor will bear
directly or indirectly as a shareholder of the Fund. Bankers Trust has
voluntarily agreed to waive a portion of its management fee for each Fund.
Without that waiver, each Fund's management fee would be: EAFE Equity Index -
0.45%; Equity 500 Index - 0.20% and Small Cap Index - 0.35%. The expense table
reflects a voluntary undertaking by Bankers Trust to waive or reimburse expenses
so that the total annual expenses of the Fund for the fiscal year won't exceed
the following percentages of the Funds' average daily net assets: EAFE Equity
Index - 0.65%; Equity 500 Index - 0.30% and Small Cap Index - 0.45%. In the
absence of this undertaking, "Total Annual Expenses" would be the following:
EAFE Equity Index - 0.85%; Equity 500 Index - 0.54% and Small Cap Index - 0.73%.
The example shouldn't be considered a representation of past or future expenses
and actual expenses may be greater or less than those shown.
(8) Part of the brokerage commissions that certain Fidelity VIP Funds pay was
used to reduce the Funds' expenses. In addition, certain Funds have entered
into arrangements with their custodian where credits realized, as a result of
uninvested cash balances, were used to reduce custodian expenses. Including
these reductions, the total operating expenses presented in the table would have
been 0.57% for VIP Equity-Income Portfolio, 0.68% for VIP II Contrafund
Portfolio, and 0.73% for VIP III Growth Opportunities Portfolio.
(9) Integrity Capital Advisors has agreed to reimburse each of the Legends Fund
Portfolios for operating expenses (excluding management fees) above an annual
rate of .50% of average net assets for all Portfolios of the Legends Fund.
Without reimbursements, total annual expenses for the Fund's fiscal year ended
June 30, 1997 would have been 1.82% for the Zweig Equity (Small Cap) Portfolio.
Integrity Capital Advisors has reserved the right to withdraw or modify its
policy of expense reimbursement for the Portfolios, but doesn't intend to do so
during 1998. In the Legends Fund's prospectus, see "Management of the Fund."
(10) The fees and expenses in the table above are based on gross expenses after
expense offset arrangements for the fiscal year ended December 31, 1997. Fee
reductions for the Janus Aspen Balanced, Janus Aspen Capital Appreciation and
Janus Aspen Worldwide Growth Portfolios reduce the management fee to the level
of the corresponding Janus retail fund. Other waivers, if applicable, are
first applied against the management fee and then against other expenses.
Without waivers or reductions, the Management Fee, Other Expenses, and Total
Annual Expenses would have been .72%, .09%, and .81% for Worldwide Growth
Portfolio, 1.14%, 1.05% and 2.19% for Capital Appreciation Portfolio, .77%, .06%
and .83% for Balanced Portfolio, and .25%, .30% and .55% for the Money Market
Portfolio. Janus may modify or terminate the waivers or reductions at any time
upon at least 90 days' notice to the Trustees.
(11) The information in this table has been restated to reflect a voluntary
agreement by Morgan Guaranty Trust Company of New York, an affiliate of JPMIM,
to reimburse the Trust to the extent certain expenses in any fiscal year exceed
1.20% of
7
<PAGE>
the average daily net assets of J.P. Morgan International Opportunities
Portfolio and .75% of the average daily net assets of J.P. Morgan Bond
Portfolio. Without this agreement, the Other Expenses and Total Annual Expenses
for the fiscal year ended December 31, 1997 would have been as follows: 3.65%
and 4.25% for the International Opportunities Portfolio, and 1.61% and 1.91% for
the Bond Portfolio.
(12) The Portfolios' expenses were voluntarily waived and reimbursed by the
Portfolios' investment advisers. Without the waiver and/or reimbursement the
Management Fee, Other Expenses and Total Annual Expenses would have been as
follows: .80%, 2.30% and 3.10% for the Asian Equity Portfolio for the annualized
period March 3, 1997 through December 31, 1997; .80%, 1.26% and 2.06% for the
Emerging Markets Debt Portfolio for the annualized period June 16, 1997 through
December 31, 1997; .50%, 1.18% and 1.68% for the High Yield Portfolio for the
annualized period January 2, 1997 through December 31, 1997; and .80%, 1.52% and
2.32% for the U.S. Real Estate Portfolio for the annualized period March 3, 1997
through December 31, 1997. MSAM may modify or terminate the waivers or
reductions at any time.
(13) Integrity Capital Advisors will pay a portion of its Management Fee to
National Asset for its services under a sub-advisory agreement at an annual rate
of .10% of the Divisions' average daily net assets up to $100 million and .05%
of the Divisions' average daily net assets in excess of $100 million. Integrity
Capital Advisors has guaranteed it will pay National Asset a minimum
sub-advisory fee of $25,000 during the Divisions' first year of operations.
(14) Integrity Capital Advisors has agreed to reimburse each Division for
operating expenses (excluding management fees) above an annual rate of .35% of
the Division's average net assets. Without that reimbursement, Integrity
Capital Advisors estimates that operating expenses would be approximately .35%.
Integrity Capital Advisors reserves the right to withdraw or modify its policy
of expense reimbursement for the Divisions, but doesn't intend to do so during
1999.
8
<PAGE>
EXAMPLES
The examples below show the expenses charged to the Annuitant per $1,000
investment, assuming a $60,000 average contract value and a 5% annual rate of
return on assets.
CUMULATIVE EXPENSES PER $1,000 INVESTMENT IF YOU SURRENDER YOUR CONTRACT AT THE
END OF THE APPLICABLE PERIOD:
<TABLE>
<CAPTION>
Portfolio 1 year 3 years 5 years 10 years
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
EAFE-Registered Trademark- Equity Index . . . . . . . $100.99 $124.75 $150.98 $238.35
Equity 500 Index . . . . . . . . . . . . . . . . . . . $ 97.41 $113.87 $132.66 $200.80
Small Cap Index. . . . . . . . . . . . . . . . . . . . $ 98.94 $118.54 $140.54 $217.06
VIP Equity-Income. . . . . . . . . . . . . . . . . . . $100.28 $122.58 $147.34 $230.95
VIP II Contrafund. . . . . . . . . . . . . . . . . . . $101.61 $126.61 $154.09 $244.65
VIP III Growth & Income. . . . . . . . . . . . . . . . $101.51 $126.30 $153.57 $243.61
VIP III Growth Opportunities . . . . . . . . . . . . . $101.92 $127.53 $155.65 $247.79
Harris Bretall Sullivan & Smith Equity Growth. . . . . $104.89 $136.47 $170.56 $277.64
Scudder Kemper Value . . . . . . . . . . . . . . . . . $105.09 $137.08 $171.59 $279.66
Zweig Asset Allocation . . . . . . . . . . . . . . . . $107.45 $144.13 $183.28 $302.67
Zweig Equity (Small Cap) . . . . . . . . . . . . . . . $110.22 $152.36 $196.85 $328.99
Janus Aspen Capital Appreciation . . . . . . . . . . . $107.24 $143.52 $182.26 $300.69
Janus Aspen Balanced . . . . . . . . . . . . . . . . . $102.84 $130.31 $160.30 $257.15
Janus Aspen Worldwide Growth . . . . . . . . . . . . . $101.92 $127.53 $155.65 $247.79
Janus Aspen Money Market . . . . . . . . . . . . . . . $ 99.46 $120.10 $143.16 $222.42
J.P. Morgan International Opportunities . . . . . . . $106.63 $141.68 $179.22 $294.73
J.P. Morgan Bond . . . . . . . . . . . . . . . . . . . $102.02 $127.84 $156.16 $248.84
Morgan Stanley Asian Equity. . . . . . . . . . . . . . $106.63 $141.68 $179.22 $294.73
Morgan Stanley Emerging Markets Debt . . . . . . . . . $107.65 $144.74 $184.29 $304.64
Morgan Stanley High Yield . . . . . . . . . . . . . . $102.53 $129.39 $158.75 $254.04
Morgan Stanley U.S. Real Estate. . . . . . . . . . . . $105.61 $138.62 $174.14 $284.71
Select Ten Plus Division March . . . . . . . . . . . . $100.48 $123.20 $148.38 $233.07
Select Ten Plus Division June. . . . . . . . . . . . . $100.48 $123.20 $148.38 $233.07
Select Ten Plus Division September . . . . . . . . . . $100.48 $123.20 $148.38 $233.07
Select Ten Plus Division December. . . . . . . . . . . $100.48 $123.20 $148.38 $233.07
</TABLE>
9
<PAGE>
CUMULATIVE EXPENSES PER $1,000 INVESTMENT IF YOU ELECT THE NORMAL FORM OF
ANNUITY OR DON'T SURRENDER YOUR CONTRACT AT THE END OF THE SPECIFIED PERIOD
(I.E., NO DEFERRED SALES LOAD CHARGED):
<TABLE>
<CAPTION>
Portfolio 1 year 3 years 5 years 10 years
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
EAFE-Registered Trademark- Equity Index . . . . . . .$20.99 $64.75 $110.98 $238.35
Equity 500 Index . . . . . . . . . . . . . . . . . . .$17.41 $53.87 $ 92.66 $200.80
Small Cap Index. . . . . . . . . . . . . . . . . . . .$18.94 $58.54 $100.54 $217.06
VIP Equity-Income. . . . . . . . . . . . . . . . . . .$20.28 $62.58 $107.34 $230.95
VIP II Contrafund. . . . . . . . . . . . . . . . . . .$21.61 $66.61 $114.09 $244.65
VIP III Growth & Income. . . . . . . . . . . . . . . .$21.51 $66.30 $113.57 $243.61
VIP III Growth Opportunities . . . . . . . . . . . . .$21.92 $67.53 $115.65 $247.79
Harris Bretall Sullivan & Smith Equity Growth. . . . .$24.89 $76.47 $130.56 $277.64
Scudder Kemper Value . . . . . . . . . . . . . . . . .$25.09 $77.08 $131.59 $279.66
Zweig Asset Allocation . . . . . . . . . . . . . . . .$27.45 $84.13 $143.28 $302.67
Zweig Equity (Small Cap) . . . . . . . . . . . . . . .$30.22 $92.36 $156.85 $328.99
Janus Aspen Capital Appreciation . . . . . . . . . . .$27.24 $83.52 $142.26 $300.69
Janus Aspen Balanced . . . . . . . . . . . . . . . . .$22.84 $70.31 $120.30 $257.15
Janus Aspen Worldwide Growth . . . . . . . . . . . . .$21.92 $67.53 $115.65 $247.79
Janus Aspen Money Market . . . . . . . . . . . . . . .$19.46 $60.10 $103.16 $222.42
J.P. Morgan International Opportunities. . . . . . . .$26.63 $81.68 $139.22 $294.73
J.P. Morgan Bond . . . . . . . . . . . . . . . . . . .$22.02 $67.84 $116.16 $248.84
Morgan Stanley Asian Equity. . . . . . . . . . . . . .$26.63 $81.68 $139.22 $294.73
Morgan Stanley Emerging Markets Debt . . . . . . . . .$27.65 $84.74 $144.29 $304.64
Morgan Stanley High Yield. . . . . . . . . . . . . . .$22.53 $69.39 $118.75 $254.04
Morgan Stanley U.S. Real Estate. . . . . . . . . . . .$25.61 $78.62 $134.14 $284.71
Select Ten Plus Division March . . . . . . . . . . . .$20.48 $63.20 $108.38 $233.07
Select Ten Plus Division June. . . . . . . . . . . . .$20.48 $63.20 $108.38 $233.07
Select Ten Plus Division September . . . . . . . . . .$20.48 $63.20 $108.38 $233.07
Select Ten Plus Division December. . . . . . . . . . .$20.48 $63.20 $108.38 $233.07
</TABLE>
These examples assume the current charges that are borne by the Separate
Accounts, and the investment management fees and other expenses of the
Portfolios and the Divisions as they were for their most recent fiscal years or
estimated expenses (after reimbursement), if applicable. ACTUAL
PORTFOLIO/DIVISION EXPENSES MAY BE GREATER OR LESS THAN THOSE ON WHICH THESE
EXAMPLES WERE BASED. The annual rate of return assumed in the examples isn't an
estimate or guarantee of future investment performance. The table also assumes
an estimated $60,000 average contract value, so that the administrative charge
per $1,000 of net asset value in the Separate Account is $0.50. The per $1,000
charge would be higher for smaller Account Values and lower for higher values.
The above table and examples are shown only to increase your understanding of
the various costs and expenses that apply to your contract, directly or
indirectly. These tables show expenses of the Separate Accounts as well as those
of the Portfolios and the Divisions. Premium taxes at the time of payout also
may be applicable.
CONDENSED FINANCIAL INFORMATION FOR THE SEPARATE ACCOUNTS IS PROVIDED IN
APPENDIX A.
10
<PAGE>
SECTION 2 - INTEGRITY AND THE SEPARATE ACCOUNTS
INTEGRITY LIFE INSURANCE COMPANY
Integrity is a stock life insurance company organized under the laws of Ohio.
Our principal executive offices are located in Louisville, Kentucky. We are
authorized to sell life insurance and annuities in 45 states and the District of
Columbia. We sell flexible premium annuities with underlying investment
options, fixed single premium annuity contracts and flexible premium annuity
contracts offering both traditional fixed guaranteed interest rates along with
fixed equity indexed options. In addition to issuing annuity products, we
provide administrative and investment support for products designed,
underwritten and sold by other insurance companies.
Integrity is an indirect wholly owned subsidiary of ARM, which specializes in
providing retail and institutional customers with products and services designed
for long-term savings and retirement planning. ARM is a publicly traded company
listed on the New York Stock Exchange under the symbol "ARM." At December 31,
1997, ARM had $6.9 billion of assets under management.
THE SEPARATE ACCOUNTS AND THE VARIABLE ACCOUNT OPTIONS
The Separate Accounts are established and maintained under the insurance laws of
the State of Ohio. Separate Account II is a unit investment trust, which is a
type of investment company, registered with the Securities and Exchange
Commission (SEC). SEC registration doesn't mean that the SEC is involved in any
way in supervising the management or investment policies of Separate Account II.
Each of Separate Account II's Variable Account Options invests in shares of a
corresponding Portfolio of the Funds. We may establish additional Investment
Options from time to time. The Variable Account Options currently available are
listed in Section 3, "Your Investment Options."
Separate Account Ten is registered with the SEC under the 1940 Investment
Company Act as a management investment company. Registration with the SEC
doesn't involve any supervision by the SEC of the management or investment
policies or practices of Separate Account Ten. The Divisions invest directly in
securities in according to their investment objective and policies.
ASSETS OF OUR SEPARATE ACCOUNTS
Under Ohio law, we own the assets of our Separate Accounts and use them to
support the variable portion of yours and other variable annuity contracts.
Annuitants under other variable annuity contracts participate in the Separate
Accounts in proportion to the amounts in their contracts. We can't use the
Separate Accounts' assets supporting the variable portion of these contracts to
satisfy liabilities arising out of any of our other businesses. Under certain
unlikely circumstances, one Variable Account Option may be liable for claims
relating to the operation of another Option.
Income, gains and losses, whether realized or unrealized, from assets allocated
to the Separate Accounts are credited to or charged against the Separate
Accounts without regard to our other
11
<PAGE>
income, gains or losses. We may allow charges owed to us to stay in the
Separate Accounts, and thus can participate proportionately in the Separate
Accounts. Amounts in the Separate Accounts greater than reserves and other
liabilities belong to us, and we may transfer them to our general account.
CHANGES IN HOW WE OPERATE
We may change how we or our Separate Accounts operate, subject to your approval
when required by the 1940 Investment Company Act or other applicable law or
regulation. We'll notify you if any changes result in a material change in the
underlying investments of a Variable Account Option. WE MAY:
X add Options to, or remove Options from, our Separate Account, combine two
or more Options within our Separate Accounts, or withdraw assets relating
to your contract from one Option and put them into another;
X register or end the registration of the Separate Accounts under the 1940
Act;
X operate our Separate Accounts under the direction of a committee or
discharge a committee at any time (the committee may be composed of a
majority of persons who are "interested persons" of Integrity under the
1940 Act);
X restrict or eliminate any voting rights of Owners or others who have voting
rights that affect our Separate Accounts;
X cause one or more Options to invest in a mutual fund other than or in
addition to the Funds;
X operate our Separate Accounts or one or more of the Options in any other
form the law allows, including a form that allows us to make direct
investments. We may make any legal investments we wish. In choosing these
investments, we'll rely on our own or outside counsel for advice.
SECTION 3 - YOUR INVESTMENT OPTIONS
THE LEGENDS FUND, INC.
The Legends Fund, Inc., a Maryland corporation, is an open-end management
investment company registered with the SEC under the 1940 Investment Company
Act. Registration under the Act doesn't mean that the SEC has any supervision
of the investments or policies of the Legends Fund. Each portfolio of The
Legends Fund is a diversified mutual fund.
The Legends Fund is designed to serve as an investment vehicle for variable
annuity contracts of insurance companies. Shares of the Portfolios of the
Legends Fund currently are available to the separate accounts of Integrity and
National Integrity Life Insurance Company, a wholly owned subsidiary of
Integrity.
THE LEGENDS FUND'S INVESTMENT ADVISER AND SUB-ADVISERS. Integrity Capital
Advisors is the investment adviser to the Legends Fund. Integrity Capital
Advisors is a wholly owned subsidiary of ARM, and is registered as an investment
adviser under the 1940 Investment Advisers Act. Its offices are located at 515
West Market Street, Louisville, Kentucky 40202.
12
<PAGE>
Integrity Capital Advisors has entered into a sub-advisory agreement with a
professional manager to invest the assets of each of its Portfolios. The
sub-adviser for each Portfolio is listed below. The Portfolios pay monthly
investment management fees to Integrity Capital Advisors, and Integrity Capital
Advisors pays the sub-advisers for their services to the Portfolios. Integrity
Capital Advisors retains a management fee at an annual rate of .25% of each
Portfolio's net assets as compensation for providing certain services to the
Portfolios. Each portfolio pays an annual management fee to Integrity Capital
Advisors as a percentage of net assets, as listed below:
<TABLE>
<CAPTION>
Legends Fund Portfolio Management Fee
---------------------- --------------
<S> <C>
Harris Bretall Sullivan & Smith Equity Growth 0.65%
Scudder Kemper Value 0.65%
Zweig Asset Allocation 0.90%
Zweig Equity (Small Cap) 1.05%
</TABLE>
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Following is a summary of the
investment objectives of the Portfolios of the Legends Fund. We can't guarantee
that these objectives will be met. YOU SHOULD READ THE LEGENDS FUND'S
PROSPECTUS CAREFULLY BEFORE INVESTING.
HARRIS BRETALL SULLIVAN & SMITH EQUITY GROWTH PORTFOLIO'S goal is growth of your
Account Value. It invests primarily in stocks of established companies with
proven records of superior and consistent growth. However, if the sub-adviser
considers those stocks to be overvalued, the Portfolio may invest all or a
portion of its assets in cash and cash equivalents. The Portfolio may invest in
U.S. government securities when that appears to be a better choice in light of
the Portfolio's investment objective or when justified by market conditions.
Harris Bretall Sullivan & Smith, LLC is the sub-adviser to the Portfolio.
SCUDDER KEMPER VALUE PORTFOLIO'S goal is to increase your Account Value and to
provide you with current income. It invests primarily in stocks that its
sub-adviser considers to be undervalued. The sub-adviser's philosophy centers
on choosing stocks of large, well-known companies with solid financial strength
and large dividend payment histories that have low price-earnings ratios and
have been generally overlooked by the market. Scudder Kemper Investors, Inc. is
the sub-adviser to the Portfolio.
ZWEIG ASSET ALLOCATION PORTFOLIO seeks to increase your Account Value over the
long term with investments primarily in Blue Chip stocks. The Portfolio's
sub-adviser strives to do this while protecting your principal and reducing its
exposure to market risk. Blue Chip Stocks are stocks that compare to those
included in the S&P 500 when you buy your shares, and that have a minimum of
$400 million market capitalization, average daily trading volume of 50,000
shares or $425 million in total assets, and that are traded on the New York
Stock Exchange (NYSE), American Stock Exchange (AMEX), over-the-counter (OTC) or
on foreign exchanges. Zweig/Glaser Advisers is the sub-adviser to the
Portfolio.
ZWEIG EQUITY (SMALL CAP) PORTFOLIO strives to build your Account Value with
investments primarily in Small Company Stocks. The Portfolio's sub-adviser
tries to do this while protecting
13
<PAGE>
your principal and reducing its exposure to market risk. This Portfolio doesn't
look for stocks that provide you with current income. SMALL COMPANY STOCKS are
the 2,500 stock positions immediately after the 500 largest stocks ranked in
terms of market capitalization and/or trading volume, and that are traded on the
NYSE, AMEX, OTC or on foreign exchanges. Zweig/Glaser Advisers is the
sub-adviser to the Portfolio.
BT INSURANCE FUNDS TRUST
The BT Insurance Funds Trust is an open-end management investment company
registered under the 1940 Investment Company Act. Each of the BT Funds is a
separate portfolio of the BT Insurance Funds Trust, a mutual fund
THE BT FUNDS' INVESTMENT ADVISER. Bankers Trust Global Asset Management
Services, a unit of Bankers Trust, is the investment adviser to the BT Funds
Trust. Bankers Trust, a New York banking corporation with executive offices at
130 Liberty Street (One Bankers Trust Plaza), New York, New York 10006, is a
wholly owned subsidiary of Bankers Trust New York Corporation.
As of June 30, 1997, Bankers Trust New York Corporation was the seventh largest
bank holding company in the United States with total assets of approximately
$129 billion. Bankers Trust conducts a variety of general banking and trust
activities and is a major wholesaler supplier of financial services to the
international and domestic institutional markets, servicing the needs of
corporations, governments, financial institutions and private clients through a
world-wide network of over 80 offices in more than 50 countries.
For providing these services, Bankers Trust receives a fee from each BT Fund,
computed daily and paid monthly. The BT Funds are charged the following
management fees (after waivers):
<TABLE>
<CAPTION>
--------------------------------------------------------------
Funds Management Fee
----- --------------
--------------------------------------------------------------
<S> <C>
EAFE-Registered Trademark- Equity Index 0.34%
--------------------------------------------------------------
Equity 500 Index 0.11%
--------------------------------------------------------------
Small Cap Index 0.22%
--------------------------------------------------------------
</TABLE>
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Following is a summary of the
investment objectives of the BT Funds Trust. We can't guarantee that these
objectives will be met. YOU SHOULD READ THE BT FUNDS TRUST PROSPECTUSES
CAREFULLY BEFORE INVESTING.
EAFE-Registered Trademark- EQUITY INDEX FUND
The EAFE-Registered Trademark- Equity Index Fund tries to imitate as closely as
possible (before expenses are deducted) the total return of the Morgan Stanley
Capital International Europe, Australia, Far East (EAFE) Index, a
capitalization-weighted index containing approximately 1,100 equity securities
of companies located outside the United States. The Fund invests primarily in
stocks of businesses organized and domiciled outside of the United States or for
which the principal trading market is outside the United States. Statistical
methods will be used to duplicate the
14
<PAGE>
EAFE Index by buying most of the EAFE Index securities. Securities purchased
for the Fund will generally, but not necessarily, be traded on a foreign
securities exchange.
The Fund isn't sponsored, endorsed, sold or promoted by or affiliated with
Morgan Stanley. Morgan Stanley makes no representation or warranty, express or
implied, to the shareholders of the Fund or any member of the public that this
is or isn't a good investment or that the Portfolio will or won't meet its goal.
Including a security in the EAFE Index doesn't imply that Morgan Stanley
believes it's an attractive investment. Morgan Stanley has no obligation or
liability to shareholders of the Fund in connection with the administration,
marketing or trading of the Fund.
For more information about the performance of the EAFE Index, see the
EAFE-Registered Trademark- Equity Index Fund's Prospectus and Statement of
Additional Information.
EQUITY 500 INDEX FUND
The Equity 500 Index Fund seeks to copy as closely as possible (before the
deduction of expenses) the total return of the Standard & Poor's 500 Composite
Stock Price Index (the S&P 500), an index emphasizing large-capitalization
stocks. The Fund will include the common stock of those companies included in
the S&P 500, other than Bankers Trust New York Corporation, selected on the
basis of computer-generated statistical data, that have been determined to
represent the industry diversification of the entire S&P 500.
The Fund isn't sponsored, endorsed, sold or promoted by S&P. S&P makes no
representation or warranty, express or implied, to the shareholders of the Fund
or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly, or the ability of the S&P 500
to track general stock market performance.
S&P doesn't guarantee the accuracy or the completeness of the S&P 500 or any
data included in it.
S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY
THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
S&P 500 OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 OR ANY DATA
INCLUDED IN IT.
For more information about the performance of the S&P 500, see the Equity 500
Index Fund's Prospectus and Statement of Additional Information.
SMALL CAP INDEX FUND
The Small Cap Index Fund seeks to duplicate as closely as possible (before
deduction of expenses) the total return of the Russell 2000 Small Stock Index
(the RUSSELL 2000), an index consisting of 2,000 small-capitalization common
stocks. The Fund will include the common stock of companies included in the
Russell 2000, on the basis of computer-generated statistical
15
<PAGE>
data, that have been determined to represent the industry diversification of the
entire Russell 2000.
The Fund is neither sponsored by nor affiliated with the Frank Russell Company.
Frank Russell's only relationship to the Fund is licensing the use of the
Russell 2000. Frank Russell Company is the owner of the trademarks and
copyrights relating to the Russell indices.
The Fund invests in a statistically selected sample of the 2,000 stocks included
in the Russell 2000. The stocks of the Russell 2000 to be included in the Fund
will be selected using a statistical sampling technique known as "optimization."
This process selects stocks for the Fund so that various industry weightings,
market capitalizations and fundamental characteristics (for example,
price-to-book, price-to-earnings and debt-to-asset ratios and dividend yields)
closely approximate those of the Russell 2000. For example, if 10% of the
capitalization of the Russell 2000 consists of utility companies with relatively
small capitalizations, then the Fund is constructed so that approximately 10% of
the Fund's assets are invested in the stocks of utility companies with
relatively small capitalizations. The stocks held by the Fund are weighted to
make the Fund's aggregate investment characteristics similar to those of the
Russell 2000 as a whole.
For more information about the performance of the Russell 2000, see the Small
Cap Index Fund's Prospectus and Statement of Additional Information.
FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS
Each of Fidelity's VIP Funds is diversified mutual fund registered under the
1940 Act. Registration under the Act doesn't mean that the SEC supervises the
investments or investment policies of Fidelity's VIP Funds.
FIDELITY'S VIP FUNDS' INVESTMENT ADVISER. Fidelity Management and Research
Company, a registered investment adviser under the 1940 Investment Advisers Act,
serves as the investment adviser to each Fund. FMR, whose principal address is
82 Devonshire Street, Boston, Massachusetts, is a wholly owned subsidiary of FMR
Corp. and is part of Fidelity Investments-Registered Trademark-, one of the
largest investment management organizations in the United States. Fidelity
Investments-Registered Trademark- includes a number of different companies,
which provide a variety of financial services and products to individuals and
corporations.
FMR provides investment research and portfolio management services to mutual
funds and other clients. As of April 30, 1997, FMR advised funds having more
than 29 million shareholder accounts with a total value of more than $432
billion. For some of the Portfolios, FMR has entered into sub-advisory
agreements with affiliated companies that are part of the Fidelity
Investments-Registered Trademark- organization. FMR, not the Portfolios, pays
the sub-advisers for their services to the Portfolios.
The Portfolios of Fidelity's VIP Funds pay monthly advisory fees to FMR. The
advisory fee payable by each of the Portfolios is composed of a group fee rate
and an individual fund fee rate. The group fee rate is based on the average
monthly net assets of all mutual funds advised by
16
<PAGE>
FMR. The group fees on the VIP Equity-Income and VIP II Contrafund Portfolios
decrease as total assets under management increase, and the group fees can never
be higher than .52%.
The table below shows the individual fund fee rate for the portfolios and their
1997 management fee rate, comprised of the individual and group rates, as a
percentage of average net assets:
<TABLE>
<CAPTION>
-------------------------------------------------------------------
1997
Portfolio Individual Rate Management Fee
--------- --------------- --------------
-------------------------------------------------------------------
<S> <C> <C>
VIP Equity-Income 0.20% 0.50%
-------------------------------------------------------------------
VIP II Contrafund 0.30% 0.60%
-------------------------------------------------------------------
VIP III Growth & Income 0.20% 0.49%
-------------------------------------------------------------------
VIP III Growth Opportunities 0.30% 0.60%
-------------------------------------------------------------------
</TABLE>
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment
objectives of the Portfolios of Fidelity's VIP Funds. There are no guarantees
that these objectives will be met. YOU SHOULD READ FIDELITY'S VIP FUNDS'
PROSPECTUS CAREFULLY BEFORE INVESTING.
VIP EQUITY-INCOME PORTFOLIO
VIP Equity-Income Portfolio invests primarily in income producing stocks that
the sub-adviser believes will increase in value. It normally invests at least
65% of its assets in income-producing stock, and has the flexibility to invest
the remaining 35% in all types of domestic and foreign securities, including
bonds.
VIP II CONTRAFUND PORTFOLIO
VIP II Contrafund Portfolio is a growth fund that seeks to increase the value of
your investment over the long term by investing in equity securities of
companies that it believes are undervalued or out of favor. This approach
focuses on companies that are currently out of public favor but show potential
for capital appreciation. VIP II Contrafund Portfolio invests primarily in
common stock and securities that are convertible into common stock, but it has
the flexibility to invest in any type of security that may produce savings
growth.
VIP III GROWTH & INCOME PORTFOLIO
VIP III Growth & Income Portfolio seeks high total return through a combination
of current income and savings growth by investing mainly in equity securities.
It invests primarily in stocks of companies that offer potential for growth in
earnings while paying dividends, but offer the potential for growth on future
income. Investments may include common and preferred stocks, convertible
securities, fixed-income securities and foreign securities.
17
<PAGE>
VIP III GROWTH OPPORTUNITIES PORTFOLIO
VIP III Growth Opportunities Portfolio seeks to provide capital growth by
investing primarily in common stocks and securities that are convertible into
common stock. The Portfolio also has the ability to purchase other securities,
such as preferred stock and bonds, that may produce capital growth.
JANUS ASPEN SERIES
Each portfolio of the Janus Aspen Series is a diversified mutual fund registered
with the SEC.
THE JANUS ASPEN SERIES' INVESTMENT ADVISER. Janus Capital Corporation, a
registered investment adviser under the 1940 Investment Advisers Act, serves as
the investment adviser to each Fund. Janus, whose principal address is 100
Fillmore Street, Denver, Colorado 80206-4928, is approximately 83% owned by
Kansas City Southern Industries, Inc., and approximately 12% owned by Thomas H.
Bailey, President and Chairman of the Board of Janus. Janus has served as
investment adviser to Janus Fund since its inception in 1970 and currently
serves as investment adviser to all of the Janus retail funds, as well as
adviser or sub-adviser to other mutual funds and individual, corporate,
charitable and retirement accounts. Janus has been in the investment advisory
business for over 26 years and as of September 1997 managed over $60 billion in
assets.
The Portfolios of the Janus Aspen Series pay a management fee to Janus that is
calculated daily. Each Portfolio is subject to the following management fee
schedule (expressed as an annual rate):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Average Daily Net Annual Rate Expense Limit
Portfolio Assets of Portfolio Percentage (%) Percentage (%)
- --------- ------------------- -------------- --------------
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Aspen Capital First $300 Million 0.75* 1.25%
Appreciation
Janus Aspen Balanced Next $200 Million 0.70 N/A
Janus Aspen Worldwide Growth Over $500 Million 0.65 N/A
- ---------------------------------------------------------------------------------------------------------
Janus Aspen Money Market All Asset Levels 0.25 0.50
- ---------------------------------------------------------------------------------------------------------
</TABLE>
*Janus has agreed to reduce each of the Capital Appreciation, Balanced, and
Worldwide Growth Portfolios' advisory fees if the fee exceeds the effective rate
of the corresponding Janus retail fund, which are the Janus Olympus Fund, Janus
Balanced Fund, and Janus Worldwide Fund, respectively. Janus may terminate this
fee reduction or any of the expense limitations set forth above at any time upon
at least 90 days' notice to the Trustees. The effective rate is the advisory
fee calculated by the corresponding retail fund as of the last day of each
calendar quarter (expressed as an annual rate). The effective rates for the
quarter ended March 31, 1998 were Janus Olympus Fund, .70%; Janus Balanced Fund
.73%; and Janus Worldwide Fund .65%. Janus has agreed to limit the expenses of
the Janus Aspen Capital Appreciation Portfolio to an annual rate of 1.25% of
average net assets through at least April 30, 1999.
18
<PAGE>
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment
goals of the Portfolios of the Janus Aspen Series. There are no guarantees that
these objectives will be met. YOU SHOULD READ THE JANUS ASPEN SERIES'
PROSPECTUSES CAREFULLY BEFORE INVESTING.
JANUS ASPEN CAPITAL APPRECIATION PORTFOLIO
Janus Aspen Capital Appreciation Portfolio seeks long-term growth of capital.
It is a non-diversified portfolio that pursues its objective by investing
primarily in common stocks of a variety of issuers. The Portfolio invests
primarily in common stocks, but may also invest in other types of securities
including preferred stock, warrants, convertible securities and debt securities
when its portfolio manager sees an opportunity for capital growth from those
particular securities or to receive a return on idle cash.
JANUS ASPEN BALANCED PORTFOLIO
Janus Aspen Balanced Portfolio seeks a balance of long-term capital growth,
capital preservation and current income. It is a diversified portfolio that
typically pursues its objective by investing 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets in
securities selected primarily for their income potential. The Portfolio
normally invests at least 25% of its assets in fixed-income senior securities,
which include debt securities and preferred stocks.
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Janus Aspen Worldwide Growth Portfolio seeks long-term growth and preservation
of capital. It is a diversified portfolio that pursues its goals primarily
through investments in common stocks of foreign and domestic issuers. The
Portfolio has the flexibility to invest worldwide in companies and other
organizations of any size, and in any country. Janus Aspen Worldwide Growth
Portfolio normally invests in issuers from at least five different countries,
including the United States. The Portfolio can invest in fewer than five
countries or even a single country.
JANUS ASPEN MONEY MARKET PORTFOLIO
Janus Aspen Money Market Portfolio looks for current income preservation of your
investment. There is no guarantee that the Portfolio will meet its investment
goal or be able to maintain a stable net asset value of $1.00 per share. The
Portfolio will invest only in eligible high quality, short-term money market
instruments that pose little credit risk, as determined by Janus according to
procedures adopted by the Trustees. The Portfolio may invest only in U.S.
dollar-denominated instruments that have a remaining maturity of 397 days or
less and will maintain a dollar-weighted average portfolio maturity of 90 days
or less.
19
<PAGE>
J.P. MORGAN SERIES TRUST II
Each portfolio of The J.P. Morgan Series is diversified mutual fund.
THE J.P. MORGAN SERIES' INVESTMENT ADVISER. J.P. Morgan Investment Management,
Inc. (JPMIM) is a registered investment adviser that maintains its principal
office at 522 Fifth Avenue, New York, New York 10036. JPMIM is a wholly owned
subsidiary of J.P. Morgan & Co. Incorporated, a bank holding company organized
under the laws of Delaware. Through offices in New York City and abroad, J.P.
Morgan & Co., through JPMIM and its other subsidiaries, offers a wide range of
services to governmental, institutional, corporate and individual customers. As
of December 31, 1996, J.P. Morgan & Co. and its subsidiaries had total combined
assets under management of approximately $208 billion. J.P. Morgan & Co. has a
long history of service as adviser, underwriter and lender to many major
companies and as a financial adviser to national governments. The firm, through
its predecessor firms, has been in business for over a century and has been
managing investments since 1913.
The J.P. Morgan Series has agreed to pay JPMIM a monthly fee at the annual rate
shown below as a percentage of the average daily net assets of each Portfolio:
<TABLE>
<CAPTION>
-----------------------------------------------------------
Portfolio Management Fee
--------- --------------
-----------------------------------------------------------
<S> <C>
J.P. Morgan Bond Portfolio 0.30%
-----------------------------------------------------------
J.P. Morgan International 0.60%
Opportunities Portfolio
-----------------------------------------------------------
</TABLE>
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment
objectives of the Portfolios of the J.P. Morgan Series. There is no guarantee
that these objectives will be met. YOU SHOULD READ THE J.P. MORGAN SERIES'
PROSPECTUS CAREFULLY BEFORE INVESTING.
J.P. MORGAN BOND PORTFOLIO
J.P. Morgan Bond Portfolio seeks to provide a high total return with moderate
risk of capital while maintaining the liquidity of your investment. Total
return will consist of realized and unrealized capital gains and losses plus
income, less expenses. Although the net asset value of the Portfolio will
fluctuate, the Portfolio tries to preserve the value of its investments
consistent with its objective.
20
<PAGE>
J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO
J.P. Morgan International Opportunities Portfolio seeks to provide a high total
return from a portfolio of equity securities of foreign corporations. Total
return will consist of realized and unrealized capital gains and losses plus
income, less expenses. The Portfolio is designed for investors who have
long-term investment goals and who want to diversify their investments by adding
international equities, taking advantage of investment opportunities outside the
U.S. The Portfolio seeks to meet its investment goal through country allocation
and stock valuation and selection.
MORGAN STANLEY UNIVERSAL FUNDS, INC.
Each of the Morgan Stanley Universal Funds is a diversified mutual fund.
THE MORGAN STANLEY UNIVERSAL FUNDS' INVESTMENT ADVISERS. The investment adviser
assigned to a Portfolio provides investment advice and portfolio management
services under the terms of an Investment Advisory Agreement. Morgan Stanley
Asset Management, Inc. (MSAM) serves as the adviser for the Emerging Markets
Debt, U.S. Real Estate, and Asian Equity Portfolios. Miller Anderson &
Sherrerd, LLP (MAS) serves as the adviser for the High Yield Portfolio. MSAM,
with principal offices at 1221 Avenue of the Americas, New York, New York 10020,
conducts a worldwide investment management business, providing portfolio
management services to customers in the United States and abroad. MSAM is a
wholly owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co., a
preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses - securities, asset management
and credit services. MAS is a Pennsylvania limited liability partnership with
principal offices at One Tower Bridge, West Conshohocken, Pennsylvania 19428.
MAS is also indirectly wholly owned by MSDW. MAS provides investment advisory
services to employee benefit plans, endowment funds, foundations and other
institutional investors and has served as investment adviser to several open-end
investment companies since 1984. As of December 31, 1997, MSAM and its
institutional investment advisory affiliates (excluding MAS) managed assets of
approximately $86.6 billion, and MAS managed assets of approximately $59.4
billion.
21
<PAGE>
The Adviser assigned to a Portfolio is entitled to receive a management fee from
the Portfolio, payable quarterly, at an annual rate as a percentage of average
daily net assets. The Portfolio managers receive the following fees:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Assets of Portfolio Morgan Morgan Morgan Morgan Stanley
- ------------------- Stanley Stanley U.S. Stanley Emerging Markets
High Yield Real Estate Asian Equity Debt
---------- ------------ ------------ ----------------
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First $500 Million 0.50% 0.80% 0.80% 0.80%
- --------------------------------------------------------------------------------
Next $500 Million 0.45% 0.75% 0.75% 0.75%
- --------------------------------------------------------------------------------
More than $1 0.40% 0.70% 0.70% 0.70%
Billion
- --------------------------------------------------------------------------------
Maximum Total 0.80% 1.10% 1.20% 1.30%
Annual Operating
Expenses After Fee
Waivers*
- --------------------------------------------------------------------------------
</TABLE>
* The Advisers have voluntarily agreed to waive receipt of their management fees
and to reimburse the Portfolios if the fees would cause the total annual
operating expenses of the Portfolio to exceed the maximum total shown above.
The fee waivers are voluntary and may be terminated by MSAM or MAS at any time
without notice.
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment
objectives of the Portfolios of the Morgan Stanley Universal Funds. There is no
guarantee that these objectives will be met. YOU SHOULD READ THE MORGAN STANLEY
UNIVERSAL FUNDS' PROSPECTUS CAREFULLY BEFORE INVESTING.
MORGAN STANLEY ASIAN EQUITY PORTFOLIO
Morgan Stanley Asian Equity Portfolio seeks long-term capital growth by
investing primarily in equity securities of Asian issuers (excluding Japan)
using an approach that is geared toward the selection of individual stocks that
the adviser believes are undervalued. The Portfolio intends to invest primarily
in equity securities that are traded on recognized stock exchanges of countries
in Asia and in equity securities of companies organized in Asian countries whose
business is conducted principally in Asia.
MORGAN STANLEY EMERGING MARKETS DEBT PORTFOLIO
Morgan Stanley Emerging Markets Debt Portfolio seeks high total return by
investing primarily in fixed income securities of government and
government-related issuers in emerging market countries. These securities seek
a high level of current income, while at the same time striving for growth of
your investment.
22
<PAGE>
MORGAN STANLEY HIGH YIELD PORTFOLIO
Morgan Stanley High Yield Portfolio seeks above-average total return over a
market cycle of three to five years by investing mainly in a diversified
portfolio of high yield securities, including corporate bonds and other fixed
income securities and derivatives. High yield securities are rated below
investment grade and are commonly referred to as "junk bonds." The Portfolio's
average weighted maturity will usually be between five and fifteen years.
MORGAN STANLEY U.S. REAL ESTATE PORTFOLIO
Morgan Stanley U.S. Real Estate Portfolio seeks above-average current income and
long-term capital growth by investing mostly in equity securities of U.S. and
non-U.S. companies in the U.S. real estate industry, including real estate
investment trusts ("REITs").
THE SELECT TEN PLUS DIVISIONS OF SEPARATE ACCOUNT TEN
Each Division is a non-diversified investment company that invests directly in
securities. There is no guarantee that any Division will meet its investment
goals. Separate Account Ten may also offer other investment divisions that
aren't available by buying the contracts offered by this prospectus.
Integrity Capital Advisors serves as investment adviser of the Divisions and
National Asset Management serves as the sub-adviser of the Divisions. For
providing investment management services to the Divisions, Integrity Capital
Advisors receives a monthly fee based on an annual rate of .50% of each
Division's average daily net assets. Integrity Capital Advisors will pay a
portion of those fees to National Asset for its services under a sub-advisory
agreement at an annual rate of .10% of the Divisions' average daily net assets
up to $100 million, and .05% of the Divisions' average daily net assets over
$100 million. Integrity Capital Advisors guaranteed it would pay National Asset
a minimum sub-advisory fee of $25,000 during the Divisions' first year of
operations.
Integrity Capital Advisors has agreed to reimburse each Division for operating
expenses (excluding management fees) above an annual rate of .35% of the
Division's average net assets. Integrity Capital Advisors can change or
terminate its expense reimbursement policy for the Divisions, but doesn't
currently intend to do so.
FOR COMPLETE INFORMATION ABOUT THE SELECT TEN PLUS DIVISIONS OF SEPARATE ACCOUNT
TEN, INCLUDING THE RISKS ASSOCIATED WITH THEIR INVESTMENTS, SEE "INVESTMENT
STRATEGY," "INVESTMENT OBJECTIVE AND POLICIES," AND "RISK FACTORS" IN PART II,
SECTION 1.
23
<PAGE>
FIXED ACCOUNTS
FOR VARIOUS LEGAL REASONS, GRO CONTRACTS HAVEN'T BEEN REGISTERED UNDER THE 1940
INVESTMENT COMPANY ACT OR THE SECURITIES ACT OF 1933 ("1933 ACT"). THUS, NEITHER
THE GRO CONTRACTS NOR OUR GENERAL ACCOUNT, WHICH GUARANTEES THE VALUES AND
BENEFITS UNDER THOSE CONTRACTS, ARE GENERALLY SUBJECT TO REGULATION UNDER THE
PROVISIONS OF THE 1933 ACT OR THE 1940 ACT. ACCORDINGLY, WE HAVE BEEN ADVISED
THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HASN'T REVIEWED THE
DISCLOSURE IN THIS PROSPECTUS RELATING TO THE GROS OR THE GENERAL ACCOUNT.
DISCLOSURES REGARDING THE GROS OR THE GENERAL ACCOUNT MAY, HOWEVER, BE SUBJECT
TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS
RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.
GUARANTEED RATE OPTIONS
We offer GROs with durations of three, five, seven and ten years. We can change
the durations available from time to time. When you put money in a GRO, that
locks in a fixed effective annual interest rate that we declare (GUARANTEED
INTEREST RATE) for the duration you select (your GRO ACCOUNT). The duration of
your GRO Account is the GUARANTEE PERIOD. Each contribution or transfer to a GRO
establishes a new GRO Account for the duration you choose at the then-current
Guaranteed Interest Rate we declare. We won't declare an interest rate less than
3%. Each GRO Account expires at the end of the duration you have selected. See
"Renewals of GRO Accounts" below. Values and benefits under your GRO contract
are guaranteed by the reserves in our GRO separate account as well as by our
General Account.
The value of each of your GRO Accounts is referred to as a GRO VALUE. The GRO
Value at the expiration of the GRO Account, assuming you haven't transferred or
withdrawn any amounts, will be the amount you put in plus interest at the
Guaranteed Interest Rate. We credit interest daily at an effective annual rate
equal to the Guaranteed Interest Rate. We allocate interest at the end of each
contract year and at the time of any transfer, full or partial withdrawal,
payment of a death benefit or purchase of any annuity benefit.
We may declare a higher rate of interest in the first year of any GRO Account
that exceeds the Guaranteed Interest Rate credited during the rest of the
Guarantee Period (ENHANCED RATE). This Enhanced Rate will be guaranteed for the
Guaranteed Period's first year and is declared at the time of purchase. We can
declare and credit additional interest based on Contribution, Account Value,
withdrawal dates, economic conditions or on any other lawful, nondiscriminatory
basis (ADDITIONAL INTEREST). Any Enhanced Rate and Additional Interest credited
to your GRO Account will be separate from the Guaranteed Interest Rate and not
used in the Market Value Adjustment formula. THE ENHANCED RATE OR ADDITIONAL
INTEREST MAY NOT BE AVAILABLE IN CERTAIN STATES.
Each group of GRO Accounts of the same duration is considered one GRO. For
example, all of your three-year GRO Accounts are one GRO while all of your
five-year GRO Accounts are another GRO.
You can get our current Guaranteed Interest Rates by calling our Administrative
Office.
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ALLOCATIONS TO GROS CAN'T BE MADE UNDER CONTRACTS ISSUED IN CERTAIN STATES. THE
TEN-YEAR GRO ISN'T AVAILABLE IN OREGON.
RENEWALS OF GRO ACCOUNTS. When a GRO Account expires, we'll set up a new GRO
Account for the same duration as your old one, at the then-current Guaranteed
Interest Rate, unless you withdraw your GRO Value or transfer it to another
Investment Option. We'll notify you in writing before your GRO Accounts expire.
You must tell us before the expiration of your GRO Accounts if you want to make
any changes.
The effective date of a renewal of a GRO Account will be the expiration date of
the old GRO Account. If a GRO Account expires and it can't be renewed for the
same duration, the new GRO Account will be set up for the next shortest
duration. For example, if your expiring GRO Account was for 10 years and when
it expires we don't offer a 10-year GRO, but we do offer a seven-year GRO, your
new one will be for seven years. You can tell us if you want something
different within 30 days before the GRO Account expires. You may not choose, and
we won't renew, a GRO Account that expires after your Retirement Date.
MARKET VALUE ADJUSTMENTS. A MARKET VALUE ADJUSTMENT is an adjustment, either up
or down, made in your GRO Value for each transaction made from a GRO Account
other than your free withdrawals or those made within 30 days before the
expiration of the Account. No Market Value Adjustment will made for a death
benefit. The market adjusted value may be higher or lower than the GRO Value,
but will never be less than the MINIMUM VALUE. Minimum Value is an amount
equal to your contribution to the GRO Account plus 3% interest, compounded
annually, less previous withdrawals from the GRO Account and less any applicable
contingent withdrawal charges. The Minimum Value for partial withdrawals or
transfers will be calculated on a pro-rata basis. Withdrawal charges and the
administrative expense charge could take away part of your principal.
The Market Value Adjustment that applies to a GRO Account before its expiration
is based on a comparison between the Guaranteed Interest Rate for that GRO
Account and the then-current Guaranteed Interest Rate that would apply to a new
GRO Account with a duration equal to the time remaining in your GRO Account. The
Market Value Adjustment will reduce the GRO Value (but not below the Minimum
Value) if the current Guaranteed Interest Rate is higher than the Guaranteed
Interest Rate being credited to your GRO Account. On the other hand, the Market
Value Adjustment will increase the GRO Value if the current Guaranteed Interest
Rate is lower than the Guaranteed Interest Rate being credited to your GRO
Account.
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The Market Value Adjustment (MVA) for a GRO Account is determined under the
following formula:
N/12 N/12
MVA = GRO Value x [(1 + A) / (1 + B + .0025) - 1], where
A is the Guaranteed Interest Rate being credited to the GRO Account subject
to the Market Value Adjustment,
B is the current Guaranteed Interest Rate, as of the effective date of the
Market Value Adjustment, for current allocations to a GRO Account, with a
duration that is equal to the number of whole months remaining in your GRO
Account. Subject to certain adjustments, if that remaining period isn't
equal to an exact period for which we have declared a new Guaranteed
Interest Rate, B will be determined by a formula that finds a value between
the Guaranteed Interest Rates for GRO Accounts of the next highest and next
lowest durations.
N is the number of whole months remaining in your GRO Account.
For contracts issued in certain states, the formula will be adjusted to comply
with state requirements.
If the remaining term of your GRO Account is 30 days or less, the Market Value
Adjustment for your GRO Account will be zero. If for any reason we are no longer
declaring current Guaranteed Interest Rates, then for purposes of determining B
we'll use the yield to maturity of U. S. Treasury Notes with the same remaining
term as your GRO Account, using a formula to find a value when necessary, in
place of the current Guaranteed Interest Rate or Rates.
For illustrations of the application of the Market Value Adjustment formula, see
Appendix A.
SYSTEMATIC TRANSFER OPTION
We also offer a Systematic Transfer Option that guarantees an interest rate that
we declare in advance for each calendar quarter. This interest rate applies to
all contributions in the STO Account at the time the rate is declared. You MUST
transfer all STO contributions into other Investment Options within one year of
your most recent STO contribution. Transfers are automatically made in
approximately equal quarterly or monthly installments of at least $1,000 each.
You can't transfer from other Investment Options into the STO. Normal
contingent withdrawal charges apply to withdrawals from the STO. We guarantee
that the STO's effective annual yield will never be less than 3.0%. See
"Systematic Transfer Program" in Part I, Section 8 for details on this program.
This option may not be available in some states.
New contributions to a Select Ten Plus Division can be held in the STO or
another Investment Option until the next available Investment Date. You can
also tell us to transfer approximately equal quarterly installments of at least
$1,000 each over a one-year period from the STO to each of the four Divisions.
We can hold new contributions received less than five Business Days before any
Division's Investment Date, and put in the STO, in the STO until the following
Investment Date. See Part II for important information on the Divisions.
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SECTION 4 -- DEDUCTIONS AND CHARGES
SEPARATE ACCOUNT CHARGES
Integrity deducts a daily expense amount from the unit value equal to an
effective annual rate of 1.35% of the Account Value in the Variable Account
Options. This daily expense rate can't be increased without your consent.
Integrity receives .15% is for administrative expenses not covered by the annual
administrative charge described below.
The remaining 1.20% is deducted for Integrity's assuming the expense risk (.85%)
and the mortality risk (.35%) under the contract. The expense risk is the risk
that our actual expenses of administering the contracts will exceed the annual
administrative expense charge. Mortality risk, as used here, refers to the risk
Integrity takes that annuitants, as a class of persons, will live longer than
estimated and Integrity will be required to pay out more annuity benefits than
anticipated. The relative proportion of the mortality and expense risk charges
may be changed, but the total 1.20% effective annual risk charge can't be
increased.
Integrity may realize a gain from these daily charges to the extent they aren't
needed to meet the actual expenses incurred.
ANNUAL ADMINISTRATIVE CHARGE
If your Account Value is less than $50,000 on the last day of any contract year
before your Retirement Date, Integrity charges an annual administrative charge
of $30. This charge is deducted pro rata from your Account Value in each
Investment Option. The part of the charge deducted from the Variable Account
Options reduces the number of units credited to you. The part of the charge
deducted from the Fixed Accounts is withdrawn in dollars. The annual
administrative charge is pro-rated in the event of the Annuitant's retirement,
death, or contract termination during a contract year.
REDUCTION OR ELIMINATION OF SEPARATE ACCOUNT OR ADMINISTRATIVE CHARGES
We can reduce or eliminate the separate account or administrative charges for
individuals or groups of individuals if it saves us expenses. We may do this
based on the size and type of the group or the amount of the contribution.
We won't unlawfully discriminate against any person or group if we reduce or
eliminate these charges.
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STATE PREMIUM TAX DEDUCTION
Integrity won't deduct state premium taxes from your contributions before
investing them in the Investment Options, unless required to by your state law.
If the Annuitant elects an annuity benefit, we'll deduct any applicable state
premium taxes from the amount available for the annuity benefit. State premium
taxes currently range up to 4%, if applicable.
CONTINGENT WITHDRAWAL CHARGE
We don't deduct sales charges when you make a contribution to the contract.
However, contributions withdrawn may be subject to a withdrawal charge of up
to 8%. As shown below, the charge varies, depending upon the "age" of the
contributions included in the withdrawal-that is, the number of years that
have passed since each contribution was made. The maximum of 8% would apply
if you withdraw all of your contributions made during your current
contribution year. We don't deduct withdrawal charges when you withdraw
contributions made earlier than your sixth contribution year. To calculate
the withdrawal charge, (1) the oldest contributions are treated as the first
withdrawn and more recent contributions next, and (2) partial withdrawals up
to the free withdrawal amount aren't considered a withdrawal.
You may take up to 10% of your account value (less any earlier withdrawal in the
same year) each year without any contingent withdrawal charge or Market Value
Adjustment. This is referred to as your "free withdrawal." If you don't take
any free withdrawals in one year, you can't add it to the next year's free
withdrawal. If you aren't 59-1/2, federal tax penalties may apply.
<TABLE>
<CAPTION>
Contribution Year in Which Charge as a % of the
Withdrawn Contribution Was Made Contribution Withdrawn
------------------------------- ----------------------
<S> <C>
Current. . . . . . . . . . . . . . . 8%
First Prior. . . . . . . . . . . . . 7
Second Prior . . . . . . . . . . . . 6
Third Prior. . . . . . . . . . . . . 5
Fourth Prior . . . . . . . . . . . . 4
Fifth Prior. . . . . . . . . . . . . 3
Sixth Prior. . . . . . . . . . . . . 2
Seventh Prior and Earlier. . . . . . 0
</TABLE>
We won't deduct a contingent withdrawal charge if you use the withdrawal to buy
from Integrity either an immediate annuity benefit with life contingencies, or
an immediate annuity without life contingencies with a restricted prepayment
option that provides for level payments over five or more years. Similarly, we
won't deduct a charge if the Annuitant dies and the withdrawal is made by the
Annuitant's beneficiary. See "Death Benefits and Similar Benefit Distributions"
in Part I, Section 5.
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REDUCTION OR ELIMINATION OF THE CONTINGENT WITHDRAWAL CHARGE
We can reduce or eliminate the contingent withdrawal charge for individuals or a
group of individuals if it saves us expenses. We may do this based on the size
and type of the group, the amount of the contribution, or whether there is some
relationship with Integrity. Examples of these relationships would include
being an employee of Integrity or an affiliate, receiving distributions or
making internal transfers from other contracts we issued, or transferring
amounts held under qualified plans we or our affiliate sponsored. We won't
unlawfully discriminate against any person or group if we reduce or eliminate
the contingent withdrawal charge.
TRANSFER CHARGE
If you make more than twelve transfers among your Investment Options during one
contract year, we may charged your account up to $20 for each additional
transfer during that year. Transfer charges don't apply to transfers under (i)
Dollar Cost Averaging, (ii) Customized Asset Rebalancing, (iii) Asset Allocation
and Rebalancing, or (iv) systematic transfers from the STO, nor do these
transfers count toward the twelve free transfers you can make during a year.
HARDSHIP WAIVER
We can waive contingent withdrawal charges on full or partial withdrawal
requests of $1,000 or more under a hardship circumstance. We can also waive the
Market Value Adjustment on any amounts withdrawn from the GRO Accounts.
Hardship circumstances include the Owner's (1) confinement to a nursing home,
hospital or long term care facility, (2) diagnosis of terminal illness with any
medical condition that would result in death or total disability, and (3)
unemployment. We can require reasonable notice and documentation including, but
not limited to, a physician's certification and Determination Letter from a
State Department of Labor. Some of the hardship circumstances listed above may
not apply in some states, and, in other states, may not be available at all.
TAX RESERVE
We can make a charge in the future for taxes or for reserves set aside for
taxes, which will reduce the investment experience of the Variable Account
Options.
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SECTION 5 -- TERMS OF YOUR VARIABLE ANNUITY
CONTRIBUTIONS UNDER YOUR CONTRACT
You can make contributions of at least $100 at any time up to the Annuitant's
Retirement Date. Your first contribution, however, can't be less than $1,000
($3,000 for residents of South Carolina and Pennsylvania). We'll accept
contributions of at least $50 for salary allotment programs. We have special
rules for minimum contribution amounts for tax-favored retirement programs. See
"Special Rules for Tax-Favored Retirement Programs" in Part I, Section 7.
We may limit the total contributions under one contract to $1,000,000 if you are
under age 76 or to $250,000 if you are over age 76. Once you reach eight years
before your Retirement Date, we may refuse to accept any contribution.
Contributions may also be limited by various laws or prohibited by Integrity for
all annuitants under the contract. If your contributions are made under a
tax-favored retirement program, we won't measure them against the maximum limits
set by law.
Contributions are applied to the various Investment Options you select and are
used to pay annuity and death benefits. Each contribution is credited as of the
date we have RECEIVED (as defined below) at our Administrative Office both the
contribution and instructions for allocation among the Investment Options,
PROVIDED THAT AT ANY TIME YOU MAY NOT HAVE AMOUNTS IN MORE THAN NINE INVESTMENT
OPTIONS. In determining the nine Investment Options, each of your GRO Accounts
counts as one Investment Option. Wire transfers of federal funds are deemed
received on the day of transmittal if credited to our account by 3 p.m. Eastern
Time, otherwise they are deemed received on the next Business Day. Contributions
by check or mail are deemed received not later than the second Business Day
after they are delivered to our Administrative Office. A BUSINESS DAY is defined
as any day that the New York Stock Exchange is open. Contributions to the Select
Ten Plus Divisions are subject to special rules described in Part II, Section 1,
"Investment Strategy."
You can change your choice of Investment Options at any time by writing to the
Administrative Office. The request should indicate your contract number and the
specific change, and you should sign the request. When the Administrative Office
receives it, the change will be effective for any contribution that accompanies
it and for all future contributions. See "Transfers" in Section 5. For special
rules on transfers to the Select Ten Plus Divisions, see Part II, Section 1,
"Investment Strategy."
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YOUR ACCOUNT VALUE
Your Account Value reflects various charges. See Part I, Section 4, "Deductions
and Charges." Annual deductions are made as of the last day of each contract
year. Withdrawal charges and Market Value Adjustments, if applicable, are made
as of the effective date of the transaction. Charges against our Separate
Accounts are reflected daily. Any amount allocated to a Variable Account Option
will go up or down in value depending on the investment experience of that
Option. The value of contributions allocated to the Variable Account Options
aren't guaranteed. The value of your contributions allocated to the Fixed
Accounts is guaranteed, subject to any applicable Market Value Adjustments. See
"Guaranteed Rate Options" in Part I, Section 3.
YOUR PURCHASE OF UNITS IN OUR SEPARATE ACCOUNTS
Allocations to the Variable Account Options are used to purchase units. On any
given day, the value you have in a Variable Account Option is the unit value
multiplied by the number of units credited to you in that Option. The units of
each Variable Account Option have different unit values.
The number of units purchased or redeemed (sold) in any Variable Account Option
is calculated by dividing the dollar amount of the transaction by the Option's
unit value, calculated after the close of business that day. The number of units
for a Variable Account Option at any time is the number of units purchased less
the number of units redeemed. The value of units of Separate Account II
fluctuates with the investment performance of the corresponding Portfolios of
the Funds, which in turn reflects the investment income and realized and
unrealized capital gains and losses of the Portfolios, as well as the Funds'
expenses. The value of units of Separate Account Ten varies with the
performance of the securities held by the Divisions.
Your unit values also change because of deductions and charges we make to our
Separate Accounts. The number of units credited to you, however, won't vary due
to changes in unit values. Units of a Variable Account Option are purchased when
you allocate new contributions or transfer prior contributions to that Option.
Units are redeemed when you make withdrawals or transfer amounts from a Variable
Account Option. We also redeem units to pay the death benefit when the Annuitant
dies and to pay the annual administrative charge. Please note that special
rules apply to the timing of allocations to the Select Ten Plus Divisions. See
Part II.
HOW WE DETERMINE UNIT VALUE
We determine unit values for each Variable Account Option on the Valuation Date.
The Valuation Date for purposes of determining unit values is 4 p.m. Eastern
Time on each day the New York Stock Exchange is open for business.
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The unit value of each Variable Account Option in Separate Account II for any
Valuation Date is equal to the unit value for the last day on which a unit value
was determined, multiplied by the NET INVESTMENT FACTOR for that Option on the
current day. We determine a NET INVESTMENT FACTOR for each Option in Separate
Account II as follows:
- - First, we take the value of the shares belonging to the Option in the
corresponding Portfolio at the close of business that day (before giving
effect to any transactions for that day, such as contributions or
withdrawals). For this purpose, we use the share value reported to us by
the Funds.
- - Next, we add any dividends or capital gains distributions by the Fund on
that day.
- - Then, we charge or credit for any taxes or amounts set aside as a reserve
for taxes.
- - Then, we divide this amount by the value of the amounts in the Option at
the close of business on the last day that a unit value was determined
(after giving effect to any transactions on that day).
- - Finally, we subtract a daily asset charge for each calendar day since the
last day that a unit value was determined (for example, a Monday
calculation will include charges for Saturday and Sunday). The daily charge
is .00003721, which is an effective annual rate of 1.35%. This charge is
for the mortality risk, administrative expenses and expense risk assumed by
us under the contract.
We determine a net investment factor for each Division as follows:
- - First, we take the value of the assets in the Division at the end of the
preceding period.
- - Next, we add any investment income and capital gains, realized or
unrealized, credited to the assets during the current valuation period.
- - Then, we subtract any capital losses, realized or unrealized, charged
against the assets during the current valuation period.
- - Next, we subtract any amount charged against the Division for any taxes.
- - Then, we divide this amount by the value of the assets in the Division at
the end of the preceding valuation period.
- - Then we subtract the daily charge for management and investment advice for
each day in the valuation period and a daily charge for estimated operating
expenses for each day in the valuation period.
- - Finally, we subtract a daily asset charge for each calendar day since the
last day that a unit value was determined (for example, a Monday
calculation will include charges for Saturday and Sunday). The daily charge
is .00003721, which is an effective annual rate of
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1.35%. This charge is for the mortality risk, administrative expenses and
expense risk assumed by us under the contract.
Generally, this means that we adjust unit values to reflect what happens to the
Funds and the Divisions, and also for the mortality and expense risk charge and
any charge for administrative expenses or taxes.
TRANSFERS
You may transfer your Account Value among the Variable Account Options and the
GROs, subject to Integrity's transfer restrictions. You can't make a transfer
into the STO. Transfers to a GRO must be to a newly elected GRO (that is, to a
GRO that you haven't already purchased) at the then-current Guaranteed Interest
Rate, unless we agree otherwise. Unless you make a transfer from a GRO within
30 days prior to the expiration date of a GRO Account, the transfer is subject
to a Market Value Adjustment. See "Guaranteed Rate Options" in Part I, Section
3. For amounts in GROs, transfers are made according to the order in which money
was originally allocated to the GRO.
You can transfer from a Select Ten Plus Division at any time. Transfers to a
Select Ten Plus Division from any other Investment Option in which you are
invested will be effected as of the day preceding the next available Investment
Date. We reserve the right not to accept transfer instructions received less
than two Business Days before any Investment Date. See Part II for important
information on the Divisions.
The amount transferred must be at least $250 or, if less, the entire amount in
the Investment Option. Once annuity payments begin, transfers aren't permitted.
You may request a transfer by sending a written request directly to the
Administrative Office. Each request for a transfer must specify the contract
number, the amounts to be transferred and the Investment Options to and from
which the amounts are to be transferred. Transfers may also be arranged through
our telephone transfer service if you've established a Personal Identification
Number (PIN CODE). We'll honor telephone transfer instructions from any person
who provides correct identifying information and we aren't responsible for
fraudulent telephone transfers we believe to be genuine according to these
procedures. Accordingly, you bear the risk of loss if unauthorized persons make
transfers on your behalf.
A transfer request is effective as of the Business Day our Administrative Office
receives it, except for transfers to the Select Ten Plus Divisions (see part
II). A transfer request doesn't change the allocation of current or future
contributions among the Investment Options. Telephone transfers may be requested
from 9:00 a.m. - 5:00 p.m., Eastern Time, on any day we're open for business.
You'll receive the Variable Account Options' unit values as of the close of
business on the day you call, except that you'll receive the unit values for the
Select Ten Plus Divisions as described in Part II. Accordingly, transfer
requests for Variable Account Options (other than the Select Ten Plus Divisions)
received after 4:00 p.m. Eastern Time (or the close of the New York Stock
Exchange, if earlier) will be processed using unit values as of the
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close of business on the next Business Day after the day you call. All transfers
will be confirmed in writing.
Transfer requests submitted by agents or market timing services that represent
multiple policies will be processed not later than the next Business Day after
the requests are received by our Administrative Office.
WITHDRAWALS
You may make any number of withdrawals as often as you wish. Each withdrawal
must be at least $300. The money will be taken from your Accounts in the same
proportions as you contributed it to them. For example if your contributions
are divided in equal 25% shares among four Investment Options, when you make a
withdrawal, 25% of the money withdrawn will come from each of your Investment
Options. You can tell us if you want your withdrawal handled differently.
During the first seven years of your contract, there is a contingent withdrawal
charge for any withdrawals other than free withdrawals (discussed below). The
charge starts at 8% and decreases depending on the age of your account. This
charge is in addition to any Market Value Adjustments made to early withdrawals
from Guaranteed Rate Option (GRO) Accounts. Under some circumstances, the
contingent withdrawal charge and Market Value Adjustment may be waived.
When you make a partial withdrawal, the total amount deducted from your Account
Value will include the withdrawal amount requested plus any contingent
withdrawal charges and any Market Value Adjustments. The total amount that you
receive will be the total that you requested. Most of the withdrawals you make
before you are 59-1/2 years old are subject to a 10% federal tax penalty. If
your contract is part of a tax-favored retirement plan, the plan may limit your
withdrawals. See "Tax Aspects of the Contracts" in Part I, Section 7.
Residents of Pennsylvania and South Carolina are required to keep at least
$3,000 in their Accounts.
ASSIGNMENTS
You can't assign the contract as collateral or security for a loan, but an Owner
whose contract isn't part of a tax-favored program may assign the contract
before the Annuitant's Retirement Date. An assignment of the contract as a gift
may, however, have adverse tax consequences. See Part I, Section 7, "Tax Aspects
of the Contracts." Integrity won't be bound by an assignment unless it is in
writing and is received at our Administrative Office.
DEATH BENEFITS AND SIMILAR BENEFIT DISTRIBUTIONS
We'll pay a death benefit to the Annuitant's surviving beneficiary (or
beneficiaries, in equal shares) if the last Annuitant dies before annuity
payments have started. If the Annuitant dies at or over age 90 (or after the
contract's 10th anniversary date, if later), the death benefit is the contract
account value at the end of the business day when we receive proof of death.
Similarly, if the contract was issued on or after the youngest Annuitant's 86th
birthday, the death benefit is the contract account value at the end of the
business day when we receive proof of death.
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For contracts issued before the Annuitant's 86th birthday, if the Annuitant dies
before age 90 (or the contract's 10th anniversary date, if later) and before
annuity payments have started, the death benefit is the highest of:
a) the contract account value at the end of the business day when we
receive proof of death;
b) the total of all contributions; and
c) the highest contract account value on any contract anniversary that
occurred prior to the Annuitant's 81st birthday and prior to the
Annuitant's death, plus any subsequent contributions;
each reduced on a pro rata basis for prior withdrawals. We'll determine the
amount of the reduction by dividing the amount of the withdrawal by the contract
account value on the transaction date and multiplying this percentage by the
current guaranteed minimum death benefit. We'll also adjust the death benefit
for any applicable Market Value Adjustments and/or charges.
Death benefits and benefit distributions required because of a separate Owner's
death can be paid in a lump sum or as an annuity. If a benefit option hasn't
been selected for the beneficiary at the Annuitant's death, the beneficiary can
select an option.
The Owner selects the beneficiary of the death benefit. An Owner may change
beneficiaries by submitting the appropriate form to the Administrative Office.
If an Annuitant's beneficiary doesn't survive the Annuitant, then the death
benefit is generally paid to the Annuitant's estate. A death benefit won't be
paid after the Annuitant's death if there is a contingent Annuitant. In that
case, the contingent Annuitant becomes the new Annuitant under the contract.
The maximum issue age for the Annuitant is 85 years old.
ANNUITY BENEFITS
All annuity benefits under your contract are calculated as of the Retirement
Date you select. You can change the Retirement Date by writing to the
Administrative Office any time prior to the Retirement Date. The Retirement Date
can't be later than your 98th birthday, or earlier if required by law. Contract
terms applicable to various retirement programs, along with federal tax laws,
establish certain minimum and maximum retirement ages.
Annuity benefits may be a lump sum payment or paid out over time as an annuity
benefit. A lump sum payment will provide the Annuitant with the Cash Value under
the contract, shortly after the Retirement Date. The amount applied toward the
purchase of an annuity benefit is the Adjusted Account Value, except that the
Cash Value will be the amount applied if the annuity benefit doesn't have a life
contingency and either the term is less than five years or the annuity can be
changed to a lump sum payment without a withdrawal charge.
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ANNUITIES
Annuity benefits can provide for fixed or variable payments, which may be made
monthly, quarterly, semi-annually or annually. Variable payments will be funded
through one or more Variable Account Options. For any annuity, the minimum
amount applied to the annuity must be $2,000 and the minimum initial payment
must be at least $20.
If you haven't already selected a form of annuity, within six months prior to
your Retirement Date we'll send you a notice form. You can tell us on the form
the type of annuity you want or confirm that we're to provide the normal form of
annuity, as defined below. However, if we don't receive a completed form from
you on or before your Retirement Date, we'll extend the Retirement Date until we
receive your written instructions at our Administrative Office. During this
extension, the values under your contract in the various Investment Options will
remain invested in those options and amounts remaining in Variable Account
Options will continue to be subject to the investment risks associated with
those Options. However, your Retirement Date can't be extended beyond your 98th
birthday or earlier, if required by law. You'll receive a lump sum benefit if
you don't make an election by that date.
We currently offer the following types of annuities:
The NORMAL FORM OF ANNUITY is a fixed life income annuity with 10 years of
payments guaranteed, funded through our General Account.
A PERIOD CERTAIN ANNUITY provides for fixed or variable payments, or both, to
the Annuitant or the Annuitant's beneficiary (the PAYEE) for a fixed period. The
amount is determined by the period selected. The Annuitant, or if the payee dies
before the end of the period selected, the payee's beneficiary, can choose to
receive the total present value of future payments in cash.
A PERIOD CERTAIN LIFE ANNUITY provides for fixed or variable payments, or both,
for at least the period selected and after that for the life of the payee, or
for the lives of the payee and another annuitant under a joint and survivor
annuity. You can't change or redeem the annuity once payments have begun. If the
payee (or the payee and the other annuitant under a joint and survivor annuity)
dies before the period selected ends, the remaining payments will go to another
named payee. That payee can redeem the annuity and receive the present value of
future guaranteed payments in a lump sum.
A LIFE INCOME ANNUITY provides fixed payments for the life of the payee, or for
the lives of the payee and another annuitant under a joint and survivor annuity.
Once a life income annuity is selected, the form of annuity can't be changed or
redeemed for a lump sum payment by the Annuitant or any payee.
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ANNUITY PAYMENTS
Fixed annuity payments won't change and are based upon annuity rates provided in
your contract. The size of payments will depend on the form of annuity that was
chosen and, in the case of a life income annuity, on the payee's age (or payee
and a joint annuitant in the case of a joint and survivor annuity) and sex
(except under most tax-favored retirement programs). If our current annuity
rates would provide a larger payment, those current rates will apply instead of
the tables.
Variable annuity payments are funded only in the Variable Account Options
through the purchase of annuity units. The Variable Account Option(s) selected
can't be changed after annuity payments begin. The Statement of Additional
Information (SAI) provides further information concerning the determination of
annuity payments. The number of units purchased is equal to the amount of the
first annuity payment divided by the new annuity unit value for the valuation
period that includes the due date of the first annuity payment. The amount of
the first annuity payment is determined in the same way for a variable annuity
as it is for a fixed annuity. The number of annuity units stays the same for the
annuity payment period, but the new annuity unit value changes to reflect the
investment income and the realized and unrealized capital gains and losses of
the Variable Account Option(s) selected, after charges made against it. Annuity
unit values assume a base rate of net investment return of 5%, except in states
that require a lower rate, in which case 3.5% will be used. The annuity unit
value will rise or fall depending on whether the actual rate of net investment
return is higher or lower than the assumed base rate. In the SAI, see
"Determination of Annuity Unit Values."
If the age or sex of an annuitant has been misstated, any benefits will be those
which would have been purchased at the correct age and sex. Any overpayments or
underpayments made by us will be charged or credited with interest at the rate
of 6% per year. If we have made overpayments because of incorrect information
about age or sex, we'll deduct the overpayment from the next payment or payments
due. We add underpayments to the next payment.
TIMING OF PAYMENT
We normally make payments from the Variable Account Options, or apply your
Adjusted Account Value to the purchase of an annuity within seven days after
receipt of the required form at our Administrative Office. Our action can be
delayed, however, for any period during which
(1) the New York Stock Exchange has been closed or trading on it is restricted;
(2) sales of securities or determination of the fair value of Separate Accounts
assets isn't reasonably possible because of an emergency; or
(3) the SEC, by order, permits Integrity to delay action to protect persons
with interests in the Separate Accounts. We can delay payment of your Fixed
Accounts for up to six months, and interest will be paid on any payment
delayed for 30 days or more.
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HOW YOU MAKE REQUESTS AND GIVE INSTRUCTIONS
When you write to our Administrative Office, use the address on the first page
of this prospectus. We can't honor your request or instruction unless it's
proper and complete. Whenever possible, use one of our printed forms, which may
be obtained from our Administrative Office.
SECTION 6 - VOTING RIGHTS
FUND VOTING RIGHTS
Integrity is the legal owner of the shares of the Funds held by Separate Account
II and, therefore, has the right to vote on certain matters. Among other things,
we may vote to elect a Fund's Board of Directors, to ratify the selection of
independent auditors for a Fund, and on any other matters described in a Fund's
current prospectus or requiring a vote by shareholders under the 1940 Act.
Whenever a shareholder vote is taken, we give you the opportunity to tell us how
to vote the number of shares purchased as a result of contributions to your
contract. We'll send you Fund proxy materials and a form for giving us voting
instructions.
If we don't receive instructions in time from all Owners, we'll vote shares in a
Portfolio for which instructions haven't been received in the same proportion as
we vote shares for which we have received instructions. Under eligible deferred
compensation plans and certain Qualified Plans, your voting instructions must be
sent to us indirectly, through your employer, but we aren't responsible for any
failure by your employer to solicit your instructions or to send your
instructions to us. We'll vote any Fund shares that we're entitled to vote
directly, because of amounts we have accumulated in Separate Account II, in the
same proportions that other Owners vote. If the federal securities laws or
regulations or interpretations of them change so that we're permitted to vote
shares of a Fund on our behalf or to restrict Owner voting, we may do so.
HOW WE DETERMINE YOUR VOTING SHARES
You vote only on matters concerning the Portfolios in which your contributions
are invested. We determine the number of Fund shares in each Variable Account
Option under your contract by dividing your Account Value allocated to that
Option by the net asset value of one share of the corresponding Portfolio on the
record date set by a Fund's Board for its shareholders' meeting. For this
purpose, the record date can't be more than 60 days before the meeting of a
Fund. We count fractional shares. After annuity payments have commenced, voting
rights are calculated in a similar manner based on the actuarially determined
value of your interest in each Variable Account Option.
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HOW FUND SHARES ARE VOTED
All Fund shares are entitled to one vote; fractional shares have fractional
votes. Voting is on a Portfolio-by-Portfolio basis, except for certain matters
(for example, election of Directors) that require collective approval. On
matters where the interests of the individual Portfolios differ, the approval of
the shareholders in one Portfolio isn't needed to make a decision in another
Portfolio. To the extent shares of a Fund are sold to separate accounts of other
insurance companies, the shares voted by those companies according to
instructions received from their contract holders will dilute the effect of
voting instructions received by Integrity from its Owners.
Owners of units in the Divisions also have voting rights. Each Owner will be
given one vote for every $1.00 of value in a Division. Fractional interests are
counted, unless different voting rights are required under the law.
HOW SEPARATE ACCOUNT TEN INTERESTS ARE VOTED
Separate Account Ten's rules don't require Separate Account Ten to hold annual
meetings, although special meetings may be called for purposes such as electing
or removing members of the Board of Managers, changing fundamental policies, or
approving a contract for investment advisory services. When required, "the vote
of a majority of the outstanding voting securities" of Separate Account Ten
means the lesser of:
(1) The holders of more than 50% of all votes entitled to be cast with
respect to Separate Account Ten; or,
(2) The holders of at least 67% of the votes that are present at a meeting
of such or represented by proxy.
We'll determine the number of votes you can instruct us to vote 60 days or less
before a Separate Account Ten special meeting.
SEPARATE ACCOUNT VOTING RIGHTS
Under the 1940 Act, certain actions (such as some of those described under
"Changes in How We Operate" in Part I, Section 2) may require Owner approval. In
that case, you'll be entitled to a number of votes based on the value you have
in the Variable Account Options, as described above under "How We Determine Your
Voting Shares." We'll cast votes attributable to amounts we have in the
Variable Account Options in the same proportions as votes cast by Owners.
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Section 7 - TAX ASPECTS OF THE CONTRACTS
INTRODUCTION
The effect of federal income taxes on the amounts held under a contract, on
annuity payments, and on the economic benefits to the Owner, Annuitant, and the
beneficiary or other payee may depend on Integrity's tax status, on the type of
retirement plan, if any, for which the contract is purchased, and upon the tax
and employment status of the individuals concerned.
The following discussion of the federal income tax treatment of the contract
isn't designed to cover all situations and isn't intended to be tax advice. It's
based upon our understanding of the federal income tax laws as currently
interpreted by the Internal Revenue Service (IRS) and various courts. We can't
guarantee that the tax code or the courts will or won't change their views on
the treatment of these contracts. Future legislation could affect annuity
contracts adversely. Moreover, we haven't attempted to consider any applicable
state or other tax laws. Because of the complexity of tax laws and the fact that
tax results will vary according to particular circumstances, anyone considering
the purchase of a contract, selecting annuity payments under the contract, or
receiving annuity payments under a contract should consult a qualified tax
adviser. INTEGRITY DOESN'T MAKE ANY GUARANTEE REGARDING THE TAX STATUS, FEDERAL,
STATE, OR LOCAL, OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.
TAX STATUS OF INTEGRITY
Integrity is taxed as a life insurance company under Part I of Subchapter L of
the Internal Revenue Code of 1986, as amended (the CODE). Since the Separate
Accounts aren't separate entities from Integrity and their operations form a
part of Integrity, they aren't taxed separately as "regulated investment
companies" under Subchapter M of the Code. Investment income and realized
capital gains on the assets of the Separate Accounts are reinvested and taken
into account in determining the accumulation value. Under existing federal
income tax law, the Separate Accounts' investment income, including realized net
capital gains, isn't taxed to Integrity. Integrity can make a tax deduction if
federal tax laws change to include these items in our taxable income.
YOUR CONTRACT IS AN ANNUITY
Under federal tax law, anyone can purchase an annuity with after-tax dollars and
your annuity earnings won't be taxed until you make a withdrawal. Or, an
individual (or employer) may purchase the annuity to fund a tax-favored
retirement program (contributions are with pre-tax dollars), such as an IRA or
qualified plan. Finally, the individual (or employer) may purchase the annuity
to fund a Roth IRA (contributions are with after-tax dollars and earnings may be
excluded from taxable income at distribution).
This prospectus covers the basic tax rules that apply to an annuity purchased
directly with after-tax dollars (a nonqualified annuity), and some of the
special tax rules that apply to an
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annuity purchased to fund a tax-favored retirement program, (a qualified
annuity). A qualified annuity may restrict your rights and to qualify for its
special treatment under federal tax law.
TAXATION OF ANNUITIES GENERALLY
Section 72 of the Code governs the taxation of annuities. In general, Funds you
put into the annuity (your "basis" or "investment" in the contract) won't be
taxed when you receive the amounts back in a distribution. Also, an Owner isn't
taxed on the annuity's earnings (increases in Account Value) until some form of
withdrawal or distribution is made under the contract. However, under certain
circumstances, the increase in value may be subject to current federal income
tax. For example, corporations, partnerships, trusts and other non-natural
persons can't defer tax on the annuity's income unless an exception applies. In
addition, if an Owner transfers an annuity as a gift to someone other than a
spouse (or former spouse), all increases in the Account Value are taxed at the
time of transfer. The assignment or pledge of any portion of the value of a
contract is treated as a taxable distribution of that portion of the value of
the contract.
You can take withdrawals from the contract or you can wait to annuitize it when
the annuity reaches a certain age. The tax implications are different for each
type of distribution. Section 72 of the Code says that the proceeds of a full
or partial withdrawal from a contract before annuity payments begin are treated
first as taxable income, but only to the extent of the increase of the Account
Value. The rest of the withdrawal, representing your basis in the annuity, is
not taxable. Generally, the investment or basis in the contract equals the
contributions made by you or on your behalf, minus any amounts previously
withdrawn that weren't treated as taxable income. Special rules may apply if the
contract includes contributions made prior to August 14, 1982 that were rolled
over to the contract in a tax-free exchange.
If you take annuity payments over the lifetime of the annuitant, part of each
payment is considered to be a tax-free return of your investment. This
non-taxable portion of each payment is figured using a ratio of the Owner's
investment to his or her expected return under the contract (exclusion ratio).
Once you get the tax-free part, the rest of each payment will be considered the
increase of your Account Value, and is ordinary income. When all of these
tax-free portions add up to your investment in the annuity, future payments are
all counted as increase in your Account Value, and are taxable income. If the
Annuitant dies before recovering the total investment, a deduction for the
remaining basis will generally be allowed on the Owner's final federal income
tax return.
We may be required to withhold federal income taxes on all distributions unless
the eligible recipients elect not to have any amounts withheld and properly
notify Integrity of that election.
The taxable portion of a distribution is taxed at ordinary income tax rates. In
addition, you may be subject to a 10% penalty on the taxable portion of a
distribution unless it is: (1) on or after the date on which the taxpayer
attains age 59-1/2; (2) as a result of the Owner's death; (3) part of a series
of "substantially equal periodic payments" (paid at least annually) for the life
(or life expectancy) of the taxpayer or joint lives (or joint life expectancies)
of the taxpayer and beneficiary; (4) a result of the taxpayer becoming disabled
within the meaning of Code Section 72(m)(7); (5) from certain qualified plans
(note, however, other penalties may apply); (6) under
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a qualified funding asset (as defined in Section 130(d) of the Code); (7)
purchased by an employer on termination of certain types of qualified plans and
held by the employer until the employee separates from service; (8) under an
immediate annuity as defined in Code Section 72(u)(4); or (9) for the purchase
of a first home (distribution up to $10,000, applicable to IRAs only).
Any withdrawal provisions of your contract will also apply. See "Withdrawals"
in Section 5.
All annuity contracts issued by Integrity or its affiliates to one Annuitant
during any calendar year are treated as a single contract in measuring the
taxable income that results from surrenders and withdrawals under any one of the
contracts.
DISTRIBUTION-AT-DEATH RULES
Under Section 72(s) of the Code, in order to be treated as an annuity, a
contract must provide the following distribution rules: (a) if any Owner dies
on or after the date the annuity starts and before the entire interest in the
contract has been distributed, then the rest of that annuity must be distributed
at least as quickly as the method in effect when the owner died; and (b) if any
Owner dies before the date the annuity starts, the entire contract must be
distributed within five years after the Owner's death. However, any interest
that is payable to a death beneficiary may be annuitized over the life of that
beneficiary, as long as distributions begin within one year after the Owner
dies. If the death beneficiary is the Owner's spouse, the contract (along with
the deferred tax status) may be continued in the spouse's name as the Owner.
DIVERSIFICATION STANDARDS
Integrity manages the investments in the annuities under Section 817(h) of the
Code to ensure that you will taxed as described above.
TAX-FAVORED RETIREMENT PROGRAMS
An owner can use this annuity with certain types of retirement plans that
receive favorable treatment under the Code. Numerous tax rules apply to the
participants in these qualified plans and to the contracts used in connection
with those qualified plans. These tax rules vary according to the type of plan
and the terms and conditions of the plan itself. Owners, Annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under
qualified plans may be subject to the terms and conditions of the plans
themselves, regardless of the terms and conditions of the contract. In addition,
loans from qualified contracts, where allowed, are subject to a variety of
limitations, including restrictions on the amount that may be borrowed, the
duration of the loan, and repayment of the loan. (Owners should always consult
their tax advisors and retirement plan fiduciaries before taking any loans from
the plan.) Also, special rules apply to the time at which distributions must
begin and the form in which the distributions must be paid. THE STATEMENT OF
ADDITIONAL INFORMATION CONTAINS GENERAL INFORMATION ABOUT THE USE OF CONTRACTS
WITH THE VARIOUS TYPES OF QUALIFIED PLANS.
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FEDERAL AND STATE INCOME TAX WITHHOLDING
Certain states have indicated that pension and annuity withholding will apply to
payments made to residents. Generally, an election out of federal withholding
will also be considered an election out of state withholding. For more
information concerning a particular state, call our Administrative Office at the
toll-free number.
IMPACT OF TAXES ON INTEGRITY
The contracts allow Integrity to charge the Separate Accounts for taxes.
Integrity can also set up reserves for taxes.
TRANSFERS AMONG INVESTMENT OPTIONS
There won't be any tax liability if you transfer any part of the Account Value
among the Investment Options of your contract.
SECTION 8 - ADDITIONAL INFORMATION
SYSTEMATIC WITHDRAWALS
We offer a program that allows you to pre-authorize periodic withdrawals from
your contract prior to your Retirement Date. You can choose to have withdrawals
made monthly, quarterly, semi-annually or annually and can specify the day of
the month (other than the 29th, 30th or 31st) on which the withdrawal is made.
You may specify a dollar amount for each withdrawal or an annual percentage to
be withdrawn. The minimum systematic withdrawal currently is $100. Residents of
Pennsylvania, South Carolina and Washington State must keep a $3,000 minimum
account balance after any withdrawal. You may also specify an account for direct
deposit of your systematic withdrawals. To enroll under our systematic
withdrawal program, send the appropriate form to our Administrative Office.
Withdrawals may begin one business day after we receive the form. You may
terminate your participation in the program upon one day's prior written notice,
and we may end or change the systematic withdrawal program at any time. If on
any withdrawal date you don't have enough money in your accounts to make all of
the withdrawals you have specified, no withdrawal will be made and your
enrollment in the program will be ended.
Amounts you withdraw under the systematic withdrawal program may be within the
free withdrawal amount. If so, we won't deduct a contingent withdrawal charge
or make a Market Value Adjustment. See "Contingent Withdrawal Charge" in Part
I, Section 4. AMOUNTS WITHDRAWN UNDER THE SYSTEMATIC WITHDRAWAL PROGRAM GREATER
THAN THE FREE WITHDRAWAL AMOUNT WILL BE SUBJECT TO A CONTINGENT WITHDRAWAL
CHARGE, AN ADMINISTRATIVE EXPENSE CHARGE AND A MARKET VALUE ADJUSTMENT IF
APPLICABLE. WITHDRAWALS ALSO MAY BE SUBJECT TO THE 10% FEDERAL TAX PENALTY FOR
EARLY WITHDRAWALS UNDER THE CONTRACTS AND TO INCOME TAXATION. See Part I,
Section 7, "Tax Aspects of the Contracts."
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INCOME PLUS WITHDRAWAL PROGRAM
We offer an Income Plus Withdrawal Program that allows you to pre-authorize
equal periodic withdrawals, based on your life expectancy, from your contract
before you reach age 59-1/2. You won't have to pay any tax penalty for these
withdrawals, but they will be subject to ordinary income tax. See "Taxation of
Annuities Generally," in Section 7. Once you begin receiving distributions,
they shouldn't be changed or stopped until the later of:
x the date you reach age 59-1/2; or
x five years from the date of the first distribution.
If you change or stop the distribution or take an additional withdrawal, you may
have to pay a 10% penalty tax that would have been due on all prior
distributions made under the Income Plus Program and for any interest.
You can choose the Income Plus Withdrawal Program at any time if you're younger
than 59-1/2. You can elect this option by sending the election form to our
Administrative Office. You can choose to have withdrawals made monthly,
quarterly, semi-annually or annually and can specify the day of the month (other
than the 29th, 30th or 31st) on which the withdrawal is made. We'll calculate
the amount of the distribution under a method you select, subject to a minimum,
which is currently $100. You must also specify an account for direct deposit of
your Income Plus Withdrawals.
To enroll in our Income Plus Withdrawal Program, send the appropriate form to
our Administrative Office. Your withdrawals will begin at least one Business
Day after we receive your form. You may end your participation in the program
upon seven Business Days prior written notice, and we may end or change the
Income Plus Program at any time. If on any withdrawal date you don't have
enough money in your accounts to make all of the withdrawals you have specified,
no withdrawal will be made and your enrollment in the program will end. This
program isn't available in connection with the Systematic Withdrawal Program,
Dollar Cost Averaging, Systematic Transfer Option or Asset Allocation and
Rebalancing Program.
If you haven't used up your free withdrawals in any given contract year, amounts
you withdraw under the Income Plus Withdrawal Program may be within the free
withdrawal amount. If they are, no contingent withdrawal charge or Market Value
Adjustment will be made. See "Contingent Withdrawal Charge" in Part 4. AMOUNTS
WITHDRAWN UNDER THE INCOME PLUS WITHDRAWAL PROGRAM IN EXCESS OF THE FREE
WITHDRAWAL AMOUNT WILL BE SUBJECT TO A CONTINGENT WITHDRAWAL CHARGE AND A MARKET
VALUE ADJUSTMENT IF APPLICABLE.
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DOLLAR COST AVERAGING
We offer a dollar cost averaging program under which we transfer contributions
made to the Janus Money Market Option to one or more other Variable Account
Options on a monthly, quarterly, semi-annual or annual basis. You must tell us
how much you want to be transferred into each Variable Account Option. The
current minimum transfer to each Option is $250. We won't charge a transfer
charge under our dollar cost averaging program, and these transfers won't count
towards the twelve free transfers you may make in a contract year. The Select
Ten Plus Divisions aren't eligible for the dollar cost averaging program.
To enroll under our dollar cost averaging program, send the appropriate form to
our Administrative Office. You may end your participation in the program upon
one day's prior written notice, and we may end or change the dollar cost
averaging program at any time. If you don't have enough money in the Janus Money
Market Option to transfer to each Variable Account Option specified, no transfer
will be made and your enrollment in the program will end.
SYSTEMATIC TRANSFER PROGRAM
We also offer a systematic transfer program under which we transfer
contributions made to the STO to one or more other Investment Options on a
monthly or quarterly basis, as you determine. See Part I, Section 3,
"Systematic Transfer Option." We'll transfer your STO contributions in equal
installments of at least $1,000 over a one-year period. If you don't have enough
money in the STO to transfer to each Option specified, a final transfer will be
made on a pro rata basis and your enrollment in the program will end. All
interest accrued and any money still in the STO at the end of the period during
which transfers are scheduled to be made will be transferred at the end of that
period on a pro rata basis to the Options you chose for this program. There is
no charge for transfers under this program, and these transfers won't count
towards the twelve free transfers you may make in a contract year.
We'll hold new contributions to a Select Ten Plus Division in the STO until the
next available Investment Date. You may ask us to transfer approximately equal
quarterly installments of at least $1,000 each over the next year from the STO
to each of the four Select Ten Plus Divisions. We can hold new contributions
received less than five Business Days before any Investment Date in the STO
until the next Investment Date. See Part II for important information on the
Divisions.
To enroll under our systematic transfer program, send the appropriate form to
our Administrative Office. We can end the systematic transfer program in whole
or in part, or restrict contributions to the program. This program may not be
available in some states.
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CUSTOMIZED ASSET REBALANCING
We offer a customized asset rebalancing program that allows you to determine how
often the rebalancing occurs. You can choose to rebalance monthly, quarterly,
semi-annually or annually. The value in the Variable Account Options will be
automatically rebalanced by transfers among the Variable Account Options, and
you will receive a confirmation notice after each rebalancing. Transfers will
occur only to and from those Variable Account Options where you are making
contributions. We won't charge a transfer charge to transfers under our
customized asset rebalancing program, and these transfers won't count towards
the twelve free transfers you may make in a contract year.
Fixed Accounts and the Select Ten Plus Divisions aren't included in the
customized asset rebalancing program.
To enroll in our customized asset rebalancing program, send the appropriate form
to our Administrative Office. You should be aware that other allocation
programs, such as dollar cost averaging, and transfers and withdrawals that you
make, may not work with the customized asset rebalancing program. You should,
therefore, monitor your use of other programs, transfers, and withdrawals while
the customized asset rebalancing program is in effect. You may end your
participation in the program upon one day's prior written notice, and we may end
or change the customized asset rebalancing program at any time.
ASSET ALLOCATION AND REBALANCING PROGRAM
We also offer an Asset Allocation and Rebalancing Program, developed with Callan
Associates. Callan Associates is an independent research and consulting firm,
specializing in the strategic asset allocation decision.
You may select one of five proposed Asset Rebalancing Models: Conservative,
Moderately Conservative, Moderate, Moderately Aggressive, or Aggressive. The
contributions you are making will initially be allocated among the Options
established for each Model. You and your financial representative can design a
program that is tailored to your specific retirement needs.
When you select this program, your contributions will be allocated and your
variable portfolios will be rebalanced at least annually. The program applies
to all contributions made to your annuity contract. You will receive a
confirmation notice after each rebalancing. No transfer charge will apply to
transfers made under the Asset Allocation and Rebalancing Program, nor will
these transfers count toward the twelve transfers you may make in a contract
year before we charge a transfer fee. See "Transfer Charges" in Part I, Section
4.
In each Asset Rebalancing Model, a portion of all contributions is allocated to
a five-year Guaranteed Rate Option (GRO). The amount allocated to the GRO won't
be reallocated or rebalanced while you are participating in a specific Model.
You may cancel or change the Model you have selected at any time. The GRO funds
may be subject to a market value adjustment (MVA) that may increase or decrease
your account value.
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To enroll under the Asset Allocation and Rebalancing Program, complete the
Dollar Cost Averaging/Asset Allocation and Rebalancing form (Catalog #1814)
found in the back of this prospectus. You should be aware that other allocation
programs, such as dollar cost averaging, as well as additions, transfers and
withdrawals that you make, may not work with the Customized Asset Rebalancing
program. If, after selecting one of the five Models, you request a transaction
that results in a reallocation outside your Model, your participation in the
program automatically ends. Because of this, you should monitor your use of
other programs, transfers, and withdrawals while the Asset Allocation and
Rebalancing program is in effect. This program isn't available with the
Customized Asset Rebalancing program described above. The Select Ten Plus
Divisions aren't eligible for the Asset Allocation and Rebalancing Program. We
can end or change this program in whole or in part, and we may restrict
contributions to the program. This program may not be available in all states.
You may end your participation in this program upon one day's prior written
notice.
SYSTEMATIC CONTRIBUTIONS
We offer a program for systematic contributions that allows you to pre-authorize
monthly, quarterly, or semi-annual withdrawals from your checking account to
make your contributions. To enroll in this program, send the appropriate form to
our Administrative Office. You or we may end your participation in the program
with 30 days' prior written notice. We may end your participation if your bank
declines to make any payment. The minimum amount for systematic contributions is
$1,000 per month. The Select Ten Plus Divisions aren't eligible for Systematic
Contributions.
SECTION 9 - PRIOR CONTRACTS
DEATH BENEFIT INFORMATION FOR CONTRACTS ISSUED BEFORE JANUARY 1, 1997
This section shows the Death Benefit information for contracts issued before
January 1, 1997. It may be different from other provisions in this prospectus.
For contracts issued before 1997, the following provisions apply:
For contracts issued before January 1, 1995, the amount of the death benefit is
the greatest of:
- your Adjusted Account Value
- the Account Value at the beginning of the seventh contract year, plus
subsequent contributions and minus subsequent withdrawals
- your total contributions less the sum of withdrawals
- for Annuitants younger than 70 years old on the birthday nearest the
date on which their contract was issued, an enhanced minimum death
benefit, explained below.
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For contracts issued during 1995, the amount of the death benefit is the
greatest of:
- your Adjusted Account Value
- the highest Account Value at the beginning of any contract year, plus
subsequent contributions and minus subsequent withdrawals
- your total contributions less the sum of withdrawals
For contracts issued during 1996, the amount of the death benefit is the
greatest of:
- your Account Value
- the highest Account Value at the beginning of any contract year, plus
subsequent contributions and minus subsequent withdrawals
- your total contributions less the sum of withdrawals
"Subsequent withdrawals" for purposes of calculation of a death benefit reflect
any market value adjustments that apply to those withdrawals and reduce the
death benefit on a pro rata basis.
The enhanced minimum death benefit is the same as the guaranteed death benefit,
except that the guaranteed death benefit may not exceed the maximum guaranteed
death benefit. The guaranteed death benefit on your Participation Date is your
initial contribution. After that, every month we recalculate that portion of
your guaranteed death benefit allocated to the Separate Account by adding
interest at an annual rate of 7% until the contract anniversary nearest your
70th birthday, subject to the maximum. We subtract from that the sum of any
withdrawals or transfers from the Separate Account during the month and a pro
rata amount of the interest accumulated that applies to the withdrawn or
transferred amount. Therefore, your guaranteed death benefit at any time,
subject to the maximum, is the sum of (1) your Guarantee Period Values, and (2)
your Separate Account contributions, including the amount of interest calculated
on your Separate Account values for purposes of determining the guaranteed death
benefit, less any withdrawals or transfers and less the interest calculated on a
pro rata basis on those withdrawals or transfers. Your maximum guaranteed death
benefit is determined by totaling your contributions during your first five
participation years, subtracting all withdrawals, taking into consideration any
market value adjustments made under the contract, multiplying the result by two,
and then adding that to your total contributions made after the first five
participation years.
REDUCTION IN CHARGES
If your contract was issued on or after January 1, 1995, but before January 1,
1997, the effective annual rate of mortality, expense and administrative charges
will reduce to 1.10% after your contract has been in effect for six years.
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CONTINGENT WITHDRAWAL CHARGE
For contracts issued before February 15, 1997 (2/27/97 in Washington, 5/30/97 in
Pennsylvania, 7/7/97 in Maryland, 10/16/97 in Oregon) the following rules apply
even if they are different from other provisions in this prospectus:
There is a withdrawal charge of up to 7% on all contributions withdrawn. As
shown below, this charge varies, depending upon the "age" of the contributions
included in the withdrawal, that is, how long ago you made your contributions.
The maximum percentage of 7% would apply if the entire amount of the withdrawal
consisted of contributions made during your current contract year. No
withdrawal charge applies when you withdraw contributions made earlier than your
fifth prior contribution year. For purposes of calculating the withdrawal
charge, (1) the oldest contributions will be treated as the first withdrawn and
more recent contributions next, and (2) partial withdrawals up to the free
withdrawal amount won't be considered a withdrawal of any contributions. For
partial withdrawals, the total amount deducted from your Account Value will
include the withdrawal amount requested, any applicable Market Value Adjustment
and any applicable withdrawal charge, so that the net amount you receive will be
the amount requested.
No charge will be applied to your partial withdrawals that don't exceed the free
withdrawal amount in any contract year. On any Business Day, the free withdrawal
amount is the greater of (i) 10% of your Account Value and (ii) any investment
gain during the prior contract year, less withdrawals during the current
contract year. Investment gain is calculated as the increase in the Account
Value during the prior contract year, minus contributions during that year, plus
withdrawals made during that year. We'll deduct contingent withdrawal charges
for any partial withdrawal amount that is over the free withdrawal amount. The
contingent withdrawal charge is a sales charge to help pay our costs of selling
and promoting the contracts. We don't expect revenues from contingent withdrawal
charges to cover all of those costs. Any shortfall will be made up from our
General Account assets, which may include profits from other charges under the
contracts.
<TABLE>
<CAPTION>
Contribution Year in Which Charge as a % of the
Withdrawn Contribution Was Made Contribution Withdrawn
------------------------------- ----------------------
<S> <C>
Current . . . . . . . . . . . . . . 7%
First Prior . . . . . . . . . . . . 6
Second Prior. . . . . . . . . . . . 5
Third Prior . . . . . . . . . . . . 4
Fourth Prior. . . . . . . . . . . . 3
Fifth Prior . . . . . . . . . . . . 2
Sixth Prior and Earlier . . . . . . 0
</TABLE>
We won't deduct a contingent withdrawal charge if the Annuitant uses the
withdrawal to buy from Integrity either an immediate annuity benefit with life
contingencies or an immediate annuity without life contingencies with a
restricted prepayment option that provides for level payments over five or more
years. Similarly, we won't deduct a charge if the Annuitant dies
49
<PAGE>
and the withdrawal is made by the Annuitant's beneficiary. See "Death Benefits
and Similar Benefit Distributions" in Part 5.
Withdrawals will be taken from your Accounts in the same proportions as you
contributed it to them. For example if your contributions are divided in equal
25% shares among four Investment Options, when you make a withdrawal, 25% of the
money withdrawn will come from each of your Investment Options. You can tell us
if you want your withdrawal handled differently. The minimum withdrawal
permitted is $300.
RETIREMENT DATE
For Contracts issued before January 1, 1997, the Retirement Date will be the
date you specify, but no later than your 85th birthday or the 10th Contract
Anniversary, whichever is later.
CONTRACTS ISSUED TO OREGON RESIDENTS
If you are a resident of Oregon and your Contract was issued before 10/16/97
(Contract Form No. 11960CNQ-I-OR), additional contributions into Investment
Options are accepted, including the 10-Year GRO Account, and the prospectus
provisions relating to these items apply.
CALLAN ASSET ALLOCATION AND REBALANCING PROGRAM
The Callan Asset Allocation and Rebalancing Program uses the 4-year Guaranteed
Rate Option for the Fixed Income Investment Sector of the Model.
HARDSHIP WAIVERS
Hardship Waivers aren't available.
50
<PAGE>
PART II
SECTION 1 -- THE SELECT TEN PLUS DIVISIONS OF SEPARATE ACCOUNT TEN
THE DIVISIONS
Separate Account Ten is currently divided into four Divisions: March, June,
September and December. Each Division is a non-diversified investment company
that invests directly in securities. We can't guarantee that any Division will
meet its investment goals. Separate Account Ten may also offer other securities
that aren't available through this prospectus.
SECTION 2 -- THE FUND
INVESTMENT OBJECTIVE
The Divisions seek total return by investing in shares of the ten highest
dividend yielding common stocks in the Dow Jones Industrial Average (DJIA) in
equal weights and holding them for twelve months. The dividend yield for each
stock is calculated by annualizing the last quarterly or semi-annual ordinary
dividend distributed on that stock and dividing the result by the market value
of that stock at the close of the New York Stock Exchange (NYSE) on the business
day before the investment date. This yield is historical and we can't guarantee
that any dividends will be declared or paid in the future on the stocks in the
Divisions. The term "equal weights" means that if you invested $100 in a
Division, the Division would buy $10 of each of the ten highest yielding stocks.
The selection process is a straightforward, objective, mathematical application
that ignores any subjective factors concerning an issuer in the DJIA, an
industry or the economy generally. The application of the selection process may
cause a Division to own a stock that the sub-adviser doesn't recommend for
purchase. In fact, the sub-adviser may have sell recommendations on a number of
the stocks at the time the stocks are selected for inclusion in a Division's
portfolio.
There are various theories to explain why a common stock is among the ten
highest yielding stocks in the DJIA at any given time:
(1) the issuer may be in financial difficulty or out of favor in the
market because of weak earnings, performance or forecasts, or negative
publicity;
(2) there may be uncertainties because of pending or threatened litigation
or pending or proposed legislation or government regulation;
(3) the stock may be a cyclical stock reacting to national and
international economic developments; or
(4) the market may be anticipating a reduction in or the elimination of
the issuer's dividend.
51
<PAGE>
While these factors may affect only a part of an issuer's overall business, the
publicity may be strong enough to outweigh otherwise solid business performance.
In addition, companies in certain industries have historically paid relatively
high dividends.
INVESTMENT STRATEGY
The Divisions seek total return by buying the ten highest yielding stock in the
Dow Jones Industrial Average (DJIA) in equal weights and holding them for
approximately twelve months. Each new Division begins on the last Business Day
of each calendar quarter. At the end of each Division's twelve-month period,
its portfolio is restructured to hold the current ten highest yielding stocks in
the DJIA. Separate Account Ten's four Divisions, operating at the same time,
may each have different investment portfolios for its own twelve-month period.
New contributions and transfers to a Division are invested on only one day each
year, the INVESTMENT DATE, as follows:
Division Investment Date
-------- ---------------
Select Ten Plus Division - March last Business Day of March
Select Ten Plus Division - June last Business Day of June
Select Ten Plus Division - September last Business Day of September
Select Ten Plus Division - December last Business Day of December
The weights of the individual stock positions won't be rebalanced during the
year, and additional contributions or transfers won't be accepted during any
Division's twelve-month holding period. Instead, additional contributions or
transfers are invested on the next Investment Date.
On the day we receive a dividend from a stock in a Division's investment
portfolio, we'll reinvest it in the form of additional shares of the stock that
paid the dividend. We can't guarantee that the dividend rates on the selected
stocks will be maintained. Reduction or elimination of a dividend could
adversely affect the stock price.
The "highest yielding stocks" are determined by calculating the yield for each
stock by annualizing the last ordinary quarterly or semi-annual dividend
distributed on that stock and dividing the result by the market value of the
stock at the close of the NYSE on the Business Day before the Investment Date.
The investment strategy is based on three time-tested investment principles:
(1) time in the market is more important than timing the market;
(2) the stocks to buy are the ones everyone else is selling; and
52
<PAGE>
(3) dividends can be an important part of total return.
Investment in a number of companies with high dividends relative to their stock
prices is designed to increase a Division's potential for higher returns.
Investing in these stocks of the DJIA may be effective as well as conservative
because regular dividends are common for established companies and have
accounted for a substantial portion of the total return on stocks of the DJIA as
a group. Each Division's return will consist of a combination of capital
appreciation and current dividend income.
Transfers from any other Investment Option into one of the Divisions will be
effective as of the day preceding the next available Investment Date. We
reserve the right not to accept transfer instructions received less than two
business days before any Investment Date. See Part I, Section 5, "Transfers."
THE DOW JONES INDUSTRIAL AVERAGE
The DJIA consists of 30 common stocks chosen by the editors of THE WALL STREET
JOURNAL as representative of the NYSE and of American industry. The companies
are highly capitalized in their industries and their stocks are widely followed
and held by individual and institutional investors. The companies marked below
with an asterisk are the ten highest yielding stocks in the DJIA as of the
market close on September 30, 1998. The ten highest yielding stocks in the DJIA
are commonly known as the "Dogs of the Dow":
AT&T IBM
Allied Signal International Paper
Aluminum Co. of America J.P. Morgan*
American Express Johnson & Johnson
Boeing McDonald's
Caterpillar* Merck
Chevron* Minnesota Mining & Manufacturing*
Coca-Cola Philip Morris*
DuPont* Proctor & Gamble
Eastman Kodak* Sears Roebuck
Exxon* Travelers
General Electric Union Carbide
General Motors* United Technologies
Goodyear* Walmart
Hewlett-Packard Walt Disney
The designations "Dow Jones-Registered Trademark-Registered Trademark-", "Dow
Jones Industrial Average-SM-" and "DJIA-SM-" are the property of Dow Jones &
Company, Inc. (DOW JONES). Dow Jones isn't affiliated with the Fund, hasn't
participated in any way in the creation of the Divisions or in the selection
of stocks included in the Divisions and hasn't reviewed or approved any
information included in this prospectus. The Divisions aren't sponsored,
endorsed, sold or promoted by Dow Jones, and Dow Jones has no relationship at
all with the Divisions. Dow Jones isn't responsible for and doesn't
participate in determining the timing, price, or quantity of the Divisions'
shares to be issued or redeemed. Dow Jones doesn't have any obligation or
liability in connection with the administration or marketing of the Divisions.
53
<PAGE>
RISK FACTORS
RISKS IN GENERAL
An investment in a Division results in certain risks common to all stock
investments. Stocks fluctuate in price for a variety of reasons. For example,
the value of your investment will decline if the financial condition of the
issuers of the stocks becomes impaired or if the general condition of the stock
market worsens. Common stocks in general may be especially susceptible to
general stock market movements and to increases and decreases in value as market
confidence in and perceptions of the issuers change. These perceptions are
based on unpredictable factors, including government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. In
addition, holders of common stocks generally are behind creditors and holders of
preferred stock for payments in the event of the bankruptcy of a stock issuer.
Common stocks aren't backed by an obligation of the issuer and therefore don't
offer any assurance of income or provide the degree of protection of capital
provided by debt securities.
STRATEGY SPECIFIC RISKS
Each Division is non-diversified and invests a larger portion of its assets in
the securities of fewer issuers than diversified investment companies. As a
result, an investment in a Division may be subject to greater fluctuation in
value than an investment in a diversified investment company. In addition, a
Division may be concentrated in issuers primarily engaged in a particular
industry. Concentration may involve additional risk because of the decreased
diversification of economic, financial, and market risks. In addition,
increased regulation, particularly with respect to the environment or with
respect to the petroleum or tobacco industry, may have a negative impact on
certain companies represented in a Division's portfolio.
SECTION 3 -- PERFORMANCE INFORMATION
The performance of the investment strategies for the Divisions relative to other
investment strategies can be shown using historical data. You should note that
Separate Account Ten didn't start operations until 1998. Therefore, the returns
shown in the following tables reflect the historical performance of a
hypothetical investment in the ten highest yielding stocks in the DJIA and the
performance of the DJIA. They don't guarantee future performance or predict any
Division's returns. Stock prices (which will fluctuate in value) and dividends
(which may be increased, reduced or eliminated) can affect the returns. The
strategy has underperformed the DJIA in certain years. Accordingly, we can't
guarantee that any Division will outperform the DJIA over the life of the
Division.
An investor in a Division might not receive as high a total return on an
investment in the Divisions that the hypothetical returns are based on because
(1) the total return figures shown don't reflect Division expenses or brokerage
commissions, and (2) the Divisions are established at different times of the
year. If these charges were reflected in the hypothetical returns, the returns
would be lower than those shown here.
54
<PAGE>
COMPARISON OF TOTAL RETURN (1)
Ten Highest Dividend
Year Yielding Stocks (2) DJIA
---- ------------------- ----
1973 3.9% (13.1)%
1974 (1.3)% (23.1)%
1975 55.9% 44.4%
1976 34.8% 22.7%
1977 0.9% (12.7)%
1978 (0.1)% 2.7%
1979 12.4% 10.5%
1980 27.2% 21.5%
1981 5.0% (3.4)%
1982 23.6% 25.8%
1983 38.7% 25.7%
1984 7.6% 1.1%
1985 29.5% 32.8%
1986 32.1% 26.9%
1987 6.1% 6.0%
1988 22.9% 16.0%
1989 26.5% 31.7%
1990 (7.6)% (0.4)%
1991 39.3% 23.9%
1992 7.9% 7.4%
1993 27.3% 16.8%
1994 4.1% 4.9%
1995 36.7% 36.4%
1996 27.9% 28.9%
1997 21.9% 24.9%
Cumulative 6,558% 2,042%
- ----------------------------------
(1) Total Return is the sum of the percentage change in market value of each
group of stocks between the first trading day of a period and the total
dividends paid on each group of stocks during the period, divided by the
opening market value of each group of stocks as of the first trading day of
a period. Total Return doesn't take into consideration any expenses or
commissions, or any reinvestment of dividend income. Over the twenty-five
years listed above, the ten highest dividend yielding stocks in the DJIA
achieved an average annual total return of 18.3%. Over this period, the
strategy achieved a greater average annual total return than that of the
DJIA, which was 13.0%. Although each Division seeks to achieve a better
performance than the DJIA as a whole, we can't guarantee that a Division
will achieve a better performance. Performance may also be compared to the
performance of the S&P 500 Composite Price Stock Index or performance data
from publications such as Morningstar Publications, Inc. Source: BEATING
THE DOW, by Michael O'Higgins with John Downes, published by Harper
Perennial, 1992. Used with permission of the authors.
55
<PAGE>
(2) The ten highest dividend yielding stocks in the DJIA for any given year
were selected by ranking the dividend yields for each of the stocks in the
index at the beginning of that year, based upon an annualization of the
last quarterly or semi-annual regular dividend distribution (which would
have been declared in the preceding year), divided by that stock's market
value on the first trading day on the NYSE in that year.
56
<PAGE>
PERFORMANCE HISTORY OF THE DOGS OF THE DOW STRATEGY
Ten Highest Dividend
Year Yielding DJIA Stocks DJIA Index
---- -------------------- ----------
1973 $10,390 $8,690
1974 10,255 6,683
1975 15,987 9,650
1976 21,551 11,840
1977 21,745 10,336
1978 21,723 10,616
1979 24,417 11,730
1980 31,058 14,252
1981 32,611 13,768
1982 40,308 17,320
1983 55,907 21,771
1984 60,155 22,010
1985 77,901 29,230
1986 102,908 37,092
1987 109,185 39,318
1988 134,188 45,609
1989 169,748 60,067
1990 156,848 59,827
1991 218,489 74,125
1992 235,749 79,610
1993 300,109 92,985
1994 312,413 97,541
1995 427,069 133,046
1996 546,221 171,496
1997 665,843 214,199
The table above represents a hypothetical investment of $10,000 in the DJIA and
the ten highest dividend yielding DJIA Stocks from January 1, 1973 through
December 31, 1997. The table assumes that all dividends and distributions
during a year are reinvested at the end of that year. The table doesn't reflect
expenses or commissions. The value of the ten highest dividend-yielding DJIA
stocks would have been $414,656 if the following fees and expenses had been
charged: (1) insurance charges of 1.20%, (2) management fees of .50%, (3)
administrative fees of .15%, and (4) other expenses of .35%.
Investors shouldn't rely on performance information as an indication of the past
or future performance of the Divisions. We can't guarantee that any of the
Divisions will outperform the DJIA.
57
<PAGE>
SECTION 4 -- SHAREHOLDER INFORMATION
PRICING OF SHARES
The net asset value of the shares of each Division is determined on each day the
NYSE is open for trading. The net assets are valued based on market quotations
as of the close of business of the NYSE, which is currently 4:00 p.m., Eastern
Time. Purchase and redemption orders will be priced at the next net asset value
calculated after your order is accepted. Each Division's net asset value per
share is calculated separately by dividing the value of the securities held by
the Division plus any cash or other assets, less liabilities, by the number of
outstanding shares of the Division.
DIVIDENDS AND DISTRIBUTIONS
All dividend and capital gain distributions will automatically be reinvested in
additional shares at net asset value.
SECTION 5 -- MANAGEMENT
THE INVESTMENT ADVISER
Integrity Capital Advisors Inc. serves as the investment adviser to the Select
Ten Plus Divisions. Integrity Capital Advisors provides investment management
and supervisory services to investment companies, and has been in operation
since October 1994. Integrity Capital Advisors is a wholly owned subsidiary of
ARM. Its offices are located at 515 West Market Street, Louisville, Kentucky
40202.
Integrity Capital Advisors has overall responsibility for administering all
operations of the Divisions and for monitoring and evaluating the management of
the assets of the Divisions by the sub-adviser. Specifically, Integrity Capital
Advisors:
- provides the overall business management and administrative services
necessary for each Division's operation;
- furnishes or procures on behalf of the Division the services and
information necessary to the proper conduct of the Divisions'
business;
- acts as liaison among the various service providers to the Divisions,
including the custodian, portfolio accounting personnel, sub-adviser,
counsel, and auditors;
- is responsible for ensuring that the Divisions operate in compliance
with applicable legal requirements and for monitoring the sub-adviser
for compliance with requirements under applicable law and with the
investment policies and restrictions of the Divisions; and
58
<PAGE>
- is responsible for monitoring and evaluating the sub-adviser on a
periodic basis and considering its performance record with respect to
the investment objective and policies of the Divisions.
Integrity Capital Advisors is authorized to exercise full investment discretion
and make all determinations with respect to the investment of each Division's
assets and the purchase and sale of securities for the Divisions in the event
that at any time a sub-adviser isn't engaged to manage the assets of the
Divisions.
For providing investment management services to the Divisions, Integrity Capital
Advisors receives a monthly fee based on an annual rate of .50% of each
Division's average daily net assets.
THE SUB-ADVISER
National Asset Management Corporation serves as the sub-adviser to the Divisions
and in that capacity provides investment advisory services, including security
selection. National Asset makes all determinations with respect to the
investment of each Division's assets and the purchase and sale of securities and
other investments under the Divisions' investment objectives and policies.
National Asset is a Kentucky corporation with executive offices at National City
Tower, Louisville, Kentucky 40202. Since its inception in 1979, National Asset
has provided customized investment management services to corporations,
governmental entities, foundations, endowments, and similar entities. As of
December 31, 1997, National Asset managed approximately $8.5 billion in assets.
59
<PAGE>
APPENDIX A
FINANCIAL INFORMATION FOR THE SEPARATE ACCOUNTS
The table below shows the unit value for certain Variable Account Options at
inception, the number of units outstanding at December 31 of each year since
inception, and the unit value at the beginning and end of each period. No
condensed financial information is provided for any of the Divisions because as
of December 31, 1997 the Divisions hadn't started operations.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995 1994 1993 1992 INCEPTION*
---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SCUDDER KEMPER VALUE
Unit value at beginning of period. . . . . . . . . . $18.24 $14.85 $10.34 $10.56 $10.07 - $10.00
Unit value at end of period. . . . . . . . . . . . . $23.47 $18.24 $14.85 $10.34 $10.56 $10.07
Number of units outstanding at end of period . . . . 1,278,296 1,119,634 806,752 733,336 547,498 3,540
HARRIS BRETALL SULLIVAN & SMITH EQUITY GROWTH
Unit value at beginning of period. . . . . . . . . . $14.85 $13.21 $10.17 $9.91 $10.05 - $10.00
Unit value at end of period. . . . . . . . . . . . . $19.74 $14.85 $13.21 $10.17 $9.91 $10.05
Number of units outstanding at end of period . . . . 1,295,185 1,184,119 1,342,971 1,014,016 830,307 18,906
ZWEIG ASSET ALLOCATION
Unit value at beginning of period. . . . . . . . . . $15.23 $13.44 $11.23 $11.33 $9.99 - $10.00
Unit value at end of period. . . . . . . . . . . . . $18.32 $15.23 $13.44 $11.23 $11.33 $9.99
Number of units outstanding at end of period . . . . 2,107,245 2,434,199 2,541,023 2,558,692 1,518,39 11,385
ZWEIG EQUITY (SMALL CAP)
Unit value at beginning of period. . . . . . . . . . $14.71 $12.58 $10.53 $10.74 - - $10.00
Unit value at end of period. . . . . . . . . . . . . $18.15 $14.71 $12.58 $10.53 $10.74 -
Number of units outstanding at end of period . . . . 592,060 592,469 587,830 567,827 425,500 -
BT EAFE-Registered Trademark- EQUITY INDEX
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.42
Number of units outstanding at end of period . . . . 19,652
BT EQUITY 500 INDEX
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.16
Number of units outstanding at end of period . . . . 224,706
BT SMALL CAP INDEX
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.44
Number of units outstanding at end of period . . . . 70,238
VIP EQUITY INCOME
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.06
Number of units outstanding at end of period . . . . 155,520
VIP II CONTRAFUND
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.73
Number of units outstanding at end of period . . . . 129,361
VIP III GROWTH & INCOME
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.24
Number of units outstanding at end of period . . . . 119,576
VIP III GROWTH OPPORTUNITIES
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.26
Number of units outstanding at end of period . . . . 78,180
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996 1995 1994 1993 1992 INCEPTION*
---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
JANUS ASPEN CAPITAL APPRECIATION
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.47
Number of units outstanding at end of period . . . . 92,194
JANUS ASPEN BALANCED
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.95
Number of units outstanding at end of period . . . . 5,661,088
JANUS ASPEN WORLDWIDE GROWTH
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.47
Number of units outstanding at end of period . . . . 151,721
JANUS ASPEN MONEY MARKET
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.08
Number of units outstanding at end of period . . . . 634,249
J.P. MORGAN INTERNATIONAL OPPORTUNITIES
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.28
Number of units outstanding at end of period . . . . 41,664
J.P. MORGAN BOND
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.19
Number of units outstanding at end of period . . . . 418,029
MORGAN STANLEY ASIAN EQUITY
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $8.46
Number of units outstanding at end of period . . . . 484,093
MORGAN STANLEY EMERGING MARKETS DEBT
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $9.23
Number of units outstanding at end of period . . . . 653,365
MORGAN STANLEY HIGH YIELD
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.11
Number of units outstanding at end of period . . . . 69,823
MORGAN STANLEY U.S. REAL ESTATE
Unit value at beginning of period. . . . . . . . . . - - - - - $10.00
Unit value at end of period. . . . . . . . . . . . . $10.15
Number of units outstanding at end of period . . . . 67,357
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The unit value for each Variable Account Option at inception is $10.00. The
inception date for the Harris Bretall Sullivan & Smith Equity Growth Option
is December 8, 1992. The inception date for the Zweig Asset Allocation,
Scudder Kemper Value and Zweig Equity Options is December 14, 1992. The
inception date for the EAFE-Registered Trademark- Equity Index, Equity 500
Index, Small Cap Index, VIP Equity-Income, VIP II Contrafund, VIP III Growth
& Income, VIP III Growth Opportunities, Janus Aspen Capital Appreciation,
Janus Aspen Balanced, Janus Aspen Worldwide Growth, Janus Aspen Money Market,
J.P.Morgan International Opportunities, J.P. Morgan Bond, Morgan Stanley
Asian Equity, Morgan Stanley Emerging Markets Debt, Morgan Stanley High
Yield, and Morgan Stanley U.S. Real Estate Options is October 1, 1997. The
inception date for the Select Ten Plus Divisions is May 1, 1998.
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ILLUSTRATION OF A MARKET VALUE ADJUSTMENT
Contribution: $50,000.00
GRO Account duration: 7 Years
Guaranteed Interest Rate: 5% Annual Effective Rate
The following examples illustrate how the Market Value Adjustment and the
contingent withdrawal charge may affect the values of a contract upon a
withdrawal. The 5% assumed Guaranteed Interest Rate is the same rate used in the
Example under "Table of Annual Fees and Expenses" in this Prospectus. In these
examples, the withdrawal occurs three years after the initial contribution. The
Market Value Adjustment operates in a similar manner for transfers. Contingent
withdrawal charges don't apply to transfers.
The GRO Value for this $50,000 contribution is $70,355.02 at the expiration of
the GRO Account. After three years, the GRO Value is $57,881.25. It is also
assumed for these examples that you haven't made any prior partial withdrawals
or transfers.
The Market Value Adjustment will be based on the rate we are crediting (at the
time of the withdrawal) on new contributions to GRO Accounts of the same
duration as the time remaining in your GRO Account, rounded to the next higher
number of complete months. If we don't declare a rate for the exact time
remaining, we'll use a formula to find the Guaranteed Interest Rates for GRO
Accounts of durations closest to (next higher and next lower) the remaining
period described above. Three years after the initial contribution, there would
have been four years remaining in your GRO Account. These examples also show the
withdrawal charge, which would be calculated separately.
EXAMPLE OF A DOWNWARD MARKET VALUE ADJUSTMENT:
A downward Market Value Adjustment results from a full or partial withdrawal
that occurs when interest rates have increased. Assume interest rates have
increased three years after the initial contribution and at that time, and that
we're crediting 6.25% for a four-year GRO Account. Upon a full withdrawal, the
Market Value Adjustment, applying the above formula would be:
48/12 48/12
-0.0551589 = [(1 + .05) / (1 + .0625 + .0025) ] - 1
The Market Value Adjustment is a reduction of $3,192.67 from the GRO Value:
-$3,192.67 = -0.0551589 X $57,881.25
The Market Adjusted Value would be:
62
<PAGE>
$54,688.58 = $57,881.25 - $3,192.67
A withdrawal charge of 5% would be assessed against the $50,000 original
contribution:
$2,500.00 = $50,000.00 X .05
Thus, the amount payable on a full withdrawal would be:
$52,188.58 = $57,881.25 - $3,192.67 - $2,500.00
If instead of a full withdrawal, $20,000 was requested, we would first determine
the free withdrawal amount:
$5,788.13 = $57,881.25 X .10
Free Amount = $5,788.13
The non-free amount would be:
$14,211.87 = $20,000.00 - $5,788.13
The Market Value Adjustment, which is only applicable to the non-free amount,
would be
- $783.91 = -0.0551589 X $14,211.87
The withdrawal charge would be:
$789.25 = [($14,211.87+ $783.91)/(1 - .05)] - ($14,211.87+ 783.91)
Thus, the total amount needed to provide $20,000 after the Market Value
Adjustment and withdrawal charge would be:
$21,573.16 = $20,000.00 + $783.91 + $789.25
The ending Account Value would be:
$36,308.09 = $57,881.25 - $21,573.16
EXAMPLE OF AN UPWARD MARKET VALUE ADJUSTMENT:
An upward Market Value Adjustment results from a full or partial withdrawal that
occurs when interest rates have decreased. Assume interest rates have decreased
three years after the initial
63
<PAGE>
contribution and we're crediting 4% for a four-year GRO Account. Upon a full
withdrawal, the Market Value Adjustment, applying the formula set forth in the
prospectus, would be:
48/12 48/12
.0290890 = [(1 + .05) / (1 + .04 + .0025) ] - 1
The Market Value Adjustment is an increase of $1,683.71 to the GRO Value:
$1,683.71 = .0290890 X $57,881.25
The Market Adjusted Value would be:
$59,564.96 = $57,881.25 + $1,683.71
A withdrawal charge of 5% would be assessed against the $50,000 original
contribution:
$2,500.00 = $50,000.00 X .05
Thus, the amount payable on a full withdrawal would be:
$57,064.96 = $57,881.25 + $1,683.71 - $2,500.00
If instead of a full withdrawal, $20,000 was requested, the free withdrawal
amount and non-free amount would first be determined as above:
Free Amount = $ 5,788.13
Non-Free Amount = $14,211.87
The Market Value Adjustment would be:
$413.41 = .0290890 X $14,211.87
The withdrawal charge would be:
$726.23 = [($14,211.87 - $413.41)/(1 - .05)] - ($14,211.87 - $413.41)
Thus, the total amount needed to provide $20,000 after the Market Value
Adjustment and withdrawal charge would be:
$20,312.82 = $20,000.00 - $413.41 + $726.23
The ending Account Value would be:
$37,568.43 = $57,881.25 - $20,312.82
64
<PAGE>
Actual Market Value Adjustments may have a greater or lesser impact than
shown in the examples, depending on the actual change in interest crediting
rate and the timing of the withdrawal or transfer in relation to the time
remaining in the GRO Account. Also, the Market Value Adjustment can never
decrease the Account Value below your premium plus 3% interest, before any
applicable charges. Account values less than $50,000 will be subject to a
$30 annual charge.
The above examples will be adjusted to comply with applicable state
regulation requirements for contracts issued in certain states.
65
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
FOR
PINNACLE (version III)
FLEXIBLE PREMIUM VARIABLE ANNUITY
ISSUED BY
INTEGRITY LIFE INSURANCE COMPANY
AND
FUNDED THROUGH ITS SEPARATE ACCOUNT II
AND SEPARATE ACCOUNT TEN
TABLE OF CONTENTS
<TABLE>
Page
<S> <C>
Part 1 - Integrity and Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Part 2 - Distribution of the Contracts. . . . . . . . . . . . . . . . . . . . . . . . 3
Part 3 - Investment Restrictions and Policies of the Select Ten Plus Divisions. . . . 3
Part 4 - Management of Separate Account Ten . . . . . . . . . . . . . . . . . . . . . 5
Part 5 - Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . 7
Part 6 - Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Part 7 - Determination of Accumulation Unit Values. . . . . . . . . . . . . . . . . .16
Part 8 - Determination of Annuity Unit Values . . . . . . . . . . . . . . . . . . . .16
Part 9 - Tax-Favored Retirement Programs. . . . . . . . . . . . . . . . . . . . . . .17
Part 10 - Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
</TABLE>
This Statement of Additional Information (SAI) is not a prospectus. It should be
read in conjunction with the prospectus for the contracts, dated May 1, 1999.
For definitions of special terms used in the SAI, please refer to the
prospectus.
A copy of the prospectus to which this SAI relates is available at no charge by
writing the Administrative Office at Integrity Life Insurance Company
("Integrity"), P.O. Box 740074, Louisville, Kentucky 40201-0074, or by calling
1-800-325-8583.
1
<PAGE>
PART 1 - INTEGRITY AND CUSTODIAN
Integrity Life Insurance Company is an Ohio stock life insurance company that
sells life insurance and annuities. Its principal executive offices are located
at 515 West Market Street, Louisville, Kentucky, 40202. Integrity, the
depositor of Separate Account II and Separate Account Ten, is a wholly owned
subsidiary of Integrity Holdings, Inc., a Delaware corporation that's a holding
company engaged in no active business. Integrity owns 100% of the stock of
National Integrity Life Insurance Company, a New York stock life insurance
corporation. All outstanding shares of Integrity Holdings, Inc. are owned by
ARM Financial Group, Inc. (ARM), a Delaware corporation that's a financial
services company focusing on the long-term savings and retirement marketplace by
providing retail and institutional products and services throughout the United
States. ARM owns 100% of the stock of (i) ARM Securities Corporation (ARM
SECURITIES), a Minnesota corporation, registered with the SEC as a broker-dealer
and a member of the National Association of Securities Dealers, Inc., (ii)
Integrity Capital Advisors, Inc., a New York corporation registered with the SEC
as an investment adviser, (iii) SBM Certificate Company, a Minnesota corporation
registered with the SEC as an issuer of face-amount certificates, and (iv) ARM
Transfer Agency, Inc., a Delaware corporation registered with the SEC as a
transfer and dividend disbursing agency.
ARM is 100% publicly owned, trading on the New York Stock Exchange (NYSE). No
one has the direct or indirect power to control ARM, except power he or she may
have by virtue of his or her capacity as a director or executive officer of ARM;
no individual beneficially owns more than 5% of the common shares.
Since 1994, ARM has provided substantially all of the services required to be
performed on behalf of Separate Account II. Total fees paid to ARM by Integrity
for management services, including services applicable to Separate Account II,
in 1996 were $13,823,048 and in 1997 were $19,307,552.
Integrity is the custodian for the shares of Portfolios owned by Separate
Account II. Investors Fiduciary Trust Company is the custodian for the shares
of stocks owned by Separate Account Ten. The shares are held in book-entry
form. Reports and marketing materials, from time to time, may include
information concerning the rating of Integrity, as determined by A.M. Best
Company, Moody's Investors Service, Inc., Standard & Poor's Corporation, Duff &
Phelps Corporation, or other recognized rating services. Integrity is currently
rated "A" (Excellent) by A.M. Best Company, and has received claims paying
ability ratings of "A" (Good) from Standard & Poor's Corporation, "Baa1" from
Moody's Investors Service, Inc., and "A+" (High) from Duff and Phelps Credit
Rating Company. However, Integrity doesn't guarantee the investment performance
of the portfolios, and these ratings don't reflect protection against investment
risk.
Under prior management, Integrity was subject to a consent order in the State of
Florida that precluded it from writing new business in Florida from May, 1992 to
November, 1994. The consent order was entered into on May 6, 1992 as a result
of noncompliance with certain investment restrictions under Florida law. Due to
the substantial asset restructuring and capital infusions involved with
Integrity's acquisition by ARM in November, 1993, Integrity was able to comply
with the investment limitations of the State of Florida. A request for full
relief from the consent order was granted by the Florida Department of Insurance
on November 4, 1994.
On April 1, 1996, Integrity bought for its own account approximately 478,900
shares of the J.P. Morgan Bond Option, at net asset value, for a total purchase
price of $5.1 million, for the purpose of "seeding" the Option. Integrity
intends to redeem its shares on a dollar-for-dollar basis to the extent, and at
the same time as, the Options have sales to policyholders. As of December 31,
1997, the shares of the Option purchased by Integrity made up approximately
24.5% of the outstanding shares of the Option. Integrity will vote its shares
in the same proportion as other shareholders of the Option.
On October 1, 1997, Integrity bought for its own account approximately 1,000,000
shares of the BT Equity 500 Option, at net asset value, for a total purchase
price of $10 million, for the purpose of "seeding" the Option. Integrity
intends to redeem its shares on a dollar-for-dollar basis to the extent the
Options have sales to policyholders. As of December 31, 1997, the shares of the
Option purchased by Integrity made up approximately 74.1% of the outstanding
shares of the Option. Integrity will vote its shares in the same proportion as
other shareholders of the Option.
2
<PAGE>
PART 2 - DISTRIBUTION OF THE CONTRACTS
ARM Securities, a wholly owned subsidiary of ARM, is the principal underwriter
of the contracts. ARM Securities is registered with the SEC as a broker-dealer
and is a member in good standing of the National Association of Securities
Dealers, Inc. ARM Securities' address is 515 West Market Street, Louisville,
Kentucky 40202. The contracts are offered through ARM Securities on a
continuous basis.
We generally pay a maximum distribution allowance of 7.5% of initial
contributions, plus .50% trail commission paid on Account Value after the eighth
Contract Year. The amount of distribution allowances paid was $1,570,251, for
the year ending December 31, 1997, $617,264, for the year ending December 31,
1996, $937,352, for the year ending December 31, 1995 and $6,200,036 for the
year ending December 31, 1994. Distribution allowances weren't retained by ARM
Securities during these years. Integrity may from time to time pay or allow
additional promotional incentives, in the form of cash or other compensation, to
broker-dealers that sell contracts. In some instances, those types of incentives
may be offered only to certain broker-dealers that sell or are expected to sell
certain minimum amounts of the contracts during specified time periods.
PART 3 - INVESTMENT RESTRICTIONS AND POLICIES OF THE SELECT TEN PLUS DIVISIONS
INVESTMENT RESTRICTIONS
The investment objective of each Division is to seek total return. The
Divisions' investment strategy, objective and policies are described in Part II
of the prospectus under the captions "Investment Strategy" and "Investment
Objective and Policies." The following are the Divisions' fundamental
investment limitations, which can't be changed without shareholder approval.
Each Division:
1. May not borrow money, except that each Division may borrow up to 5% of its
total assets (not including the amount borrowed) from a bank for temporary
or emergency purposes (but not for leverage or the purchase of
investments).
2. May not issue senior securities, except as permitted under the 1940 Act.
May not act as an underwriter of another issuer's securities, except to the
extent that the Divisions may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 in connection with the purchase and
sale of portfolio securities.
3. May not purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
4. May not make loans if, as a result, more than 33 1/3% of that Division's
total assets would be lent to other persons, except through (i) purchases
of debt securities or other debt instruments, or (ii) engaging in
repurchase agreements.
5. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this won't prohibit the
Divisions from purchasing or selling securities or other instruments backed
by real estate or of issuers engaged in real estate activities).
The following are the Divisions' non-fundamental operating policies, which may
be changed by the Board of Managers of the Divisions without shareholder
approval.
Each Division may not:
1. Sell securities short, unless the Division owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and
positions of the SEC or its staff.
3
<PAGE>
2. Purchase securities on margin, except that each Division may obtain such
short-term credits as are necessary for the clearance of transactions.
3. Invest in illiquid securities if, as a result of such investment, more than
15% of its net assets would be invested in illiquid securities, or such
other amounts as may be permitted under the 1940 Act.
4. Purchase securities of other investment companies except in compliance with
the 1940 Act and applicable state law.
5. Make any loans other than loans of portfolio securities, except through (i)
purchases of debt securities or other debt instruments, or (ii) engaging in
repurchase agreements.
Except for the fundamental investment limitations listed above and the
Divisions' investment objective, the other investment policies described in the
prospectus and this SAI aren't fundamental and may be changed with the approval
of the Divisions' Board of Managers. Unless noted otherwise, if a percentage
restriction is adhered to at the time of investment, a later increase or
decrease in percentage resulting from a change in the Divisions' assets (i.e.,
due to cash inflows or redemptions) or in market value of the investment or the
Divisions' assets won't be considered a violation of that restriction.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Divisions'
investment strategy, objective, policies and techniques that are described in
Part II of the prospectus under the captions "Investment Strategy," "Investment
Objective and Policies" and "Risk Factors."
LENDING OF PORTFOLIO SECURITIES. Each Division is authorized to lend up to 33
1/3% of the total value of its portfolio securities to broker-dealers or
institutional investors that the investment adviser and sub-adviser determine
are qualified, but only when the borrower maintains with the Divisions'
custodian bank collateral, either in cash or money market instruments, in an
amount at least equal to the market value of the securities loaned, plus accrued
interest and dividends, determined on a daily basis and adjusted accordingly.
Although each Division is authorized to lend, the Divisions don't presently
intend to engage in lending. In determining whether to lend securities to a
particular broker-dealer or institutional investor, the investment adviser and
sub-adviser will consider, and during the period of the loan will monitor, all
relevant facts and circumstances, including the creditworthiness of the
borrower. The Divisions will retain authority to terminate any loans at any
time. The Divisions may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or money market instruments held as collateral to the borrower or
placing broker. The Divisions will receive reasonable interest on the loan or a
flat fee from the borrower and amounts equivalent to any dividends, interest or
other distributions on the securities loaned. The Divisions will retain record
ownership of loaned securities to exercise beneficial rights, such as voting and
subscription rights and rights to dividends, interest or other distributions,
when retaining such rights is considered to be in the Divisions' interest.
REPURCHASE AGREEMENTS. The Divisions may enter into repurchase agreements with
certain banks or non-bank dealers. In a repurchase agreement, a Division buys a
security at one price, and at the time of sale, the seller agrees to repurchase
the obligation at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement, thereby, determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. The investment adviser and
sub-adviser will monitor, on an ongoing basis, the value of the underlying
securities to ensure that the value always equals or exceeds the repurchase
price plus accrued interest. Repurchase agreements could involve certain risks
in the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Divisions' ability to dispose
of the underlying securities. Although no definitive creditworthiness criteria
are used, the investment adviser reviews the creditworthiness of the banks and
non-bank dealers with which any Division enters into repurchase agreements to
evaluate those risks. The Divisions may, under certain circumstances, deem
repurchase agreements collateralized by U.S. government securities to be
investments in U.S. government securities.
4
<PAGE>
PART 4 - MANAGEMENT OF SEPARATE ACCOUNT TEN
BOARD OF MANAGERS OF SEPARATE ACCOUNT TEN
The business and affairs of Separate Account Ten are managed under the direction
of a Board of Managers, currently consisting of four (4) members, or Managers,
according to a set of rules adopted by the Board of Managers called "Rules and
Regulations of Separate Account Ten". The Board of Managers has responsibility
for the investment management related operations of Separate Account Ten and
matters arising under the 1940 Act. The Board of Managers doesn't have
responsibility for the payment of obligations under the contracts and
administration of the contracts. These matters are Integrity's responsibility.
The day-to-day operations of Separate Account Ten are the responsibility of its
officers. The names, addresses, and ages of the Managers and the officers of
Separate Account Ten, together with information as to their principal business
occupations during the past five years, are listed below.
<TABLE>
<CAPTION>
Name, Age, and Address
of Manager Principal Occupation(s) During Past 5 Years
- ---------------------- -------------------------------------------
<S> <C>
John R. Lindholm (49)* President of Integrity and Vice President-Chief
515 West Market Street Marketing Officer of National Integrity since
Louisville, KY 40202 November 26, 1993; Executive Vice President-Chief
Marketing Officer of ARM Financial Group, Inc. since
July 27, 1993; since March 1992 Chief Marketing
Officer of Analytical Risk Management L.P. From June
1990 to February 1992, Chief Marketing Officer and a
Managing Director of the ICH Capital Management
Group, ICH Corporation, Louisville, Kentucky; prior
thereto, Chief Marketing Officer and Managing
Director for Capital Holding Corporation's
Accumulation and Investment Group. Director of the
mutual funds in the State Bond Group of mutual funds
from June 1995 to December 1996.
John Katz (59) Investment banker since January 1991; Chairman and
10 Hemlock Road chief Executive Officer, Sam's Restaurant Group, Inc.
Hartsdale, NY 10530 (a restaurant holding company), from June 1991 to
August 1992; Executive Vice President (from January
1989 to January 1991) and Senior Vice President (from
December 1985 to January 1989), Equitable Investment
Corporation (an indirect wholly-owned subsidiary of
The Equitable Life Assurance Society of the United
States, through which it owned and managed its
investment operations). Director of the mutual funds
in the State Bond Group of mutual funds from June
1995 to December 1996.
William B. Faulkner (70) Director since November 1996. President, William
240 East Plato Blve. Faulkner & Associates (business and institutional
St. Paul, MN 55107 adviser), since 1986; Consultant to American Hoist &
Derrick Company (construction equipment
manufacturer), from 1986 to 1989; prior thereto, Vice
President and Assistant to the President, American
Hoist & Derrick Company. Director of the mutual
funds in the State Bond Group of mutual funds from
June 1995 to December 1996.
Chris LaVictoire Mahai (43) President, clavm, inc. (a firm that provides
425 Portland Avenue consulting, project management and infomediary
Minneapolis, MN 55488 services to organizations interested in creating and
implementing innovative business, community and
marketplace strategies and initiatives); Poynter
Fellow, the Poynter Institute for Media Studies;
Board Member (Cowles Media) Star Tribune Foundation,
from September, 1992 to June, 1998; Senior Vice
President, Cowles Media Company/Star Tribune, from
August, 1993 to June 1998; Director of the mutual
funds in the State Bond Group of mutual funds, June
1984 to December 1996.
</TABLE>
* Mr. Lindholm is an INTERESTED PERSON, as defined in the 1940 Act, by virtue
of his position with ARM Financial Group, Inc.
5
<PAGE>
THE INVESTMENT ADVISER
Integrity Capital Advisors is the investment adviser to Separate Account Ten
under an investment advisory agreement. Integrity Capital Advisors is a wholly
owned subsidiary of ARM and is registered as an investment adviser under the
Investment Advisers Act of 1940. Its offices are located at 515 West Market
Street, Louisville, Kentucky 40202.
Subject to the direction of the Board of Managers, Integrity Capital Advisors is
responsible for providing all supervisory and management services reasonably
necessary for the operation of Separate Account Ten other than those investment
advisory services performed by the sub-adviser. These services include, but
aren't limited to, (i) coordinating all matters relating to the functions of the
sub-adviser, custodian, accountants, attorneys, and other parties performing
services or operational functions for Separate Account Ten, (ii) providing
Separate Account Ten, at Integrity Capital Advisor's expense, with the services
of a adequate competent staff to perform such administrative and clerical
functions as are necessary to provide effective supervision and administration
of Separate Account Ten, (iii) making its officers and employees available to
the Board of Managers and officers of Separate Account Ten for consultation and
discussions regarding the supervision and administration of Separate Account
Ten, (iv) maintaining or supervising the maintenance by the sub-adviser or third
parties approved by Separate Account Ten of such books and records as may be
required by applicable federal or state law, (v) preparing or supervising the
preparation by third parties approved by Separate Account Ten of all federal,
state and local tax returns and reports of Separate Account Ten required by
applicable law, (vi) preparing, filing and arranging for the distribution of
proxy materials and periodic reports to Owners as required by applicable law,
(vii) preparing and arranging for the filing of such registration statements and
other documents with the SEC and other federal and state regulatory authorities
as may be required by applicable law, (viii) taking such other action with
respect to Separate Account Ten as may be required by applicable law, including
without limitation, the rules and regulations of the SEC and other regulatory
agencies, and (ix) providing Separate Account Ten, at Integrity Capital
Advisor's expense, with adequate personnel, office space, communications
facilities, and other facilities necessary for its operations as contemplated in
the investment advisory agreement. Other responsibilities of Integrity Capital
Advisors are described in the prospectus.
Integrity Capital Advisors is authorized to exercise full investment discretion
and make all determinations with respect to the investment of the Division's
assets and the purchase and sale of securities for the Divisions if at any time
a sub-adviser isn't engaged to manage the Divisions' assets. If that should
occur, Integrity Capital Advisors will be entitled to a fee that would otherwise
be paid to the sub-adviser. This fee would be in addition to its usual
compensation for services as investment adviser. The Divisions pay Integrity
Capital Advisors a monthly fee based on an annual rate of .50% of the Division's
average daily net assets. Integrity Capital Advisors will pay a portion of
those fees to National Asset Management Corporation (NATIONAL ASSET) for its
services under the sub-advisory agreement at an annual rate of .10% of the
Division's average daily net assets up to $100 million and .05% of the
Division's average daily net assets in excess of $100 million. Integrity
Capital Advisers has guaranteed a minimum sub-advisory fee of $25,000 to
National Asset during the Divisions' first year of operations.
Integrity Capital Advisors has agreed to reimburse the Divisions for operating
expenses (excluding management fees) above an annual rate of .35% of average net
assets for the Divisions. Integrity Capital Advisors has reserved the right to
withdraw or modify its policy of expense reimbursement for the Portfolios, but
has no current intention to do so during 1998.
THE SUB-ADVISER
National Asset is the sub-adviser to the Divisions and in that capacity provides
investment advisory services for the Divisions including security selection.
Under the supervision of the Board of Managers and Integrity Capital Advisors,
National Asset will provide a continuous investment program for the Divisions
and will determine the composition of its assets, including determinations about
the purchase, retention and sale of securities, cash and other investments
contained in the Division's portfolio. National Asset will also provide
investment research and conduct a continuous program of evaluation, investment,
sales and reinvestment of the Division's assets. National Asset will receive a
monthly fee for its services based on an annual rate of .10% of the Division's
average daily net assets up to $100 million and .05% of the Division's average
daily net assets in excess of $100 million. Integrity Capital Advisers has
guaranteed a minimum sub-advisory fee of $25,000 to National Asset during the
Divisions' first year of operations.
6
<PAGE>
PART 5 - PORTFOLIO TRANSACTIONS AND BROKERAGE
National Asset makes investment decisions for the Divisions, under the
supervision of the Board of Managers of Separate Account Ten and Integrity
Capital Advisors. National Asset has investment advisory clients other than the
Divisions. A particular security may be bought or sold by National Asset for
certain clients even though it could have been bought or sold for other clients
at the same time. In the event that two or more clients simultaneously purchase
or sell the same security, each day's transactions in that security are, as much
as possible, allocated between the clients in a manner deemed fair and
reasonable by National Asset. Although there is no specified formula for
allocating these transactions, the various allocation methods used by National
Asset, and the results of those allocations, are subject to the periodic review
by Integrity Capital Advisors and the Board of Managers of Separate Account Ten.
National Asset places all orders for the purchase and sale of securities,
options, and futures contracts for the Divisions through a substantial number of
brokers and dealers. In executing transactions, National Asset will attempt to
obtain the best execution for the Divisions, taking into account such factors as
price (including the applicable brokerage commission or dollar spread), size of
order, the nature of the market for the security, the timing of the transaction,
the reputation, experience and financial stability of the broker-dealer
involved, the quality of the service, the difficulty of execution and
operational facilities of the firms involved, and the firm's risk in positioning
a block of securities. In transactions on stock exchanges in the United States,
payments of brokerage commissions are negotiated. In making purchases and sales
of securities on U.S. stock exchanges for the Divisions, National Asset may pay
higher commission rates than the lowest available when National Asset believes
there is value in doing so in the form of the brokerage and research services
provided by the broker effecting the transaction, as described below. In the
case of securities traded on some foreign stock exchanges, brokerage commissions
may be fixed and National Asset may be unable to negotiate commission rates for
these transactions. In the case of securities traded on the over-the-counter
markets, there is generally no stated commission, but the price includes an
undisclosed commission or markup.
It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive research services from broker-dealers which execute portfolio
transactions for the advisers' clients. Consistent with this practice, National
Asset may receive research services for the Divisions from many broker-dealers
with which National Asset places the Divisions' portfolio transactions. These
services, which in some cases may also be purchased for cash, include such
matters as general economic and security market reviews, industry and company
reviews, evaluations of securities and recommendations as to the purchase and
sale of securities. Some of these services may be of value to National Asset
and its affiliates in advising its various clients (including the Divisions),
although not all of these services are necessarily useful and of value in
managing the Divisions. The sub-advisory fee paid by Integrity Capital Advisors
to National Asset isn't reduced because National Asset and its affiliates
receive such services.
Section 28(e) of the Securities Exchange Act of 1934, allows National Asset to
cause the Divisions to pay a broker-dealer a disclosed commission for handling a
securities transaction for the Divisions that is more than the commission that
another broker-dealer would have charged for the same transaction because of the
value of the "brokerage and research services" provided by the broker-dealer.
Brokerage and research services include (i) furnishing advice as to the value of
securities, the advisability of investing in purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities, (ii)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts, and (iii) effecting securities transactions and performing functions
incidental thereto (e.g., clearance, settlement, and custody).
National Asset may place orders for the purchase and sale of exchange-listed
portfolio securities with a broker-dealer that is an affiliate of National Asset
where, in the judgment of National Asset, that firm will be able to obtain a
price and execution at least as favorable as other qualified brokers. Pursuant
to rules of the SEC, a broker-dealer that is an affiliate of the investment
adviser or sub-adviser, or, if it is also a broker-dealer, the sub-adviser, may
be paid for handling portfolio transactions for an account on a national
securities exchange of which the broker-dealer is a member if the transaction is
"executed" on the floor of the exchange by another broker that isn't an
"associated person" of the affiliated broker-dealer or sub-adviser, and if there
is in effect a written contract between the sub-adviser and the account
expressly permitting the affiliated broker-dealer or sub-adviser to receive
payment. The sub-advisory agreement provides that National Asset may retain
compensation on transactions effected for the Divisions in accordance with the
terms of these rules.
7
<PAGE>
SEC rules further require that commissions paid to an affiliated broker-dealer
or sub-adviser by the account on exchange transactions not exceed "usual and
customary brokerage commission". The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time". The Board of Managers has adopted procedures for evaluating the
reasonableness of commissions paid to broker-dealers that are affiliated with
National Asset and will review these procedures periodically.
PART 6 - PERFORMANCE INFORMATION
Each Variable Account Option may from time to time include the Average Annual
Total Return, the Cumulative Total Return, and Yield of its units in
advertisements or in other information furnished to shareholders. The Janus
Aspen Money Market Option may also from time to time include the Yield and
Effective Yield of its units in information furnished to shareholders.
Performance information is computed separately for each Option in accordance
with the formulas described below. At any time in the future, total return and
yields may be higher or lower than in the past and there is no guarantee that
any historical results will continue.
TOTAL RETURNS
Total returns reflect all aspects of an Option's return, including the automatic
reinvestment by the Option of all distributions and the deduction of all
applicable charges to the Option on an annual basis, including mortality risk
and expense charges, the annual administrative charge and other charges against
contract values. Quotations also will assume a termination (surrender) at the
end of the particular period and reflect the deductions of the contingent
withdrawal charge, if applicable. Total returns may be shown at the same time
that don't take into account deduction of the contingent withdrawal charge,
and/or the annual administrative charge.
Nonstandardized "total return" will be calculated in a similar manner and for
the same time periods as the average annual total return and for three years
except total return will assume an initial investment of $60,000 and won't
reflect the deduction of any applicable contingent withdrawal charge, which, if
reflected, would decrease the level of performance shown. The contingent
withdrawal charge isn't reflected because the contracts are designed for long
term investment. We use an assumed initial investment of $60,000 because that
figure more closely approximates the size of a typical contract than does the
$1,000 figure used in calculating the standardized average annual total return
quotations. The amount of the hypothetical initial investment assumed affects
performance because the annual administrative charge is a fixed per contract
charge. For purposes of determining these investment results, the actual
investment performance of each fund is reflected as of the date each fund
commenced operations, although the Contracts weren't available at that time.
An AVERAGE ANNUAL TOTAL RETURN shows the hypothetical yearly return that would
produce the same cumulative total return if the Investment Option experienced
exactly the same return each year for the entire period shown. Because the
performance will fluctuate on a year-by-year basis, the average annual total
returns tend to show a smooth result that won't mirror the actual performance,
even though the end result will be the same. Investors should realize that the
Option's performance isn't constant over time, but changes from year to year,
and that the average annual returns represent the averages of historical figures
as opposed to the actual historical performance of an Option during any portion
of the period illustrated. Average annual returns are calculated pursuant to
n
the following formula: P(1+T) = ERV, where P is a hypothetical initial payment
of $1,000, T is the average annual total return, n is the number of years, and
ERV is the withdrawal value at the end of the period.
CUMULATIVE TOTAL RETURNS are UNAVERAGED and reflect the simple percentage change
in the value of a hypothetical investment in the Option over a stated period of
time. In addition to the period since inception, cumulative total returns may be
calculated on a year-to-date basis at the end of each calendar month in the
current calendar year. The last day of the period for year-to-date returns is
the last day of the most recent calendar month at the time of publication.
8
<PAGE>
YIELDS
Some Options may advertise yields. Yields quoted in advertising reflect the
change in value of a hypothetical investment in the Option over a stated period
of time, not taking into account capital gains or losses or the imposition of
any contingent withdrawal charge. Yields are annualized and stated as a
percentage.
CURRENT YIELD and EFFECTIVE YIELD are calculated for the Janus Money Market
Option. Current Yield is based on the change in the value of a hypothetical
investment (exclusive of capital changes) over a particular 7-day period, less a
hypothetical charge reflecting deductions from contract values during the period
(the BASE PERIOD), and stated as a percentage of the investment at the start of
the base period (the BASE PERIOD RETURN). The base period return is then
annualized by multiplying by 365/7, with the resulting yield figure carried to
at least the nearest hundredth of one percent. Effective yield assumes that all
dividends received during an annual period have been reinvested. This
compounding effect causes effective yield to be higher than current yield.
Calculation of effective yield begins with the same base period return used in
the calculation of current yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:
365/7
Effective Yield = {(Base Period Return) + 1) } - 1
9
<PAGE>
<TABLE>
<CAPTION>
SEC STANDARDIZED ALL FIGURES ARE UNAUDITED.
AVERAGE ANNUAL RETURN (1)
--------------------------------------------------------------
FOR THE PERIOD ENDING: 12/31/97 ACCOUNT
VARIABLE OPTIONS INCEPTION LIFE OF
DATE (2) 1 YEAR 5 YEAR 10 YEAR ACCOUNT
<S> <C> <C> <C> <C> <C>
BT Insurance Funds Trust - Eafe Equity Index 10/22/97 N/a N/a N/a X.xx%
BT Insurance Funds Trust - Equity 500 Index 10/1/97 N/a N/a N/a X.xx
BT Insurance Funds Trust - Small Cap Index 10/7/97 N/a N/a N/a X.xx
Fidelity's Vip Equity-income 10/2/97 N/a N/a N/a X.xx
Fidelity's Vip Ii Contrafund 10/2/97 N/a N/a N/a X.xx
Fidelity's Vip Iii Growth & Income 10/2/97 N/a N/a N/a X.xx
Fidelity's Vip Iii Growth Opportunities 10/2/97 N/a N/a N/a X.xx
Harris Bretall Sullivan & Smith Equity Growth 12/7/92 25.92 14.47 N/a 14.03
Janus Aspen Series Balanced 10/9/97 N/a N/a N/a X.xx
Janus Aspen Series Capital Appreciation 10/10/97 N/a N/a N/a X.xx
Janus Aspen Series Worldwide Growth 10/2/97 N/a N/a N/a X.xx
JP Morgan Bond 10/2/97 N/a N/a N/a X.xx
JP Morgan International Opportunities 10/2/97 N/a N/a N/a X.xx
Morgan Stanley Asian Equity 10/22/97 N/a N/a N/a X.xx
Morgan Stanley Emerging Markets Debt 10/3/97 N/a N/a N/a X.xx
Morgan Stanley High Yield 10/16/97 N/a N/a N/a X.xx
Morgan Stanley U.s. Real Estate 10/16/97 N/a N/a N/a X.xx
Scudder Kemper Value 12/21/92 21.71 18.44 N/a 18.20
Zweig Asset Allocation 12/14/92 13.30 12.88 N/a 12.38
Zweig Equity (Small Cap) 1/4/93 16.42 N/a N/a 12.19
Select Ten plus N/a N/a N/a N/a N/a
</TABLE>
(1) Standard average annual return reflects past fund performance based on a
$1,000 hypothetical investment over the period indicted. The performance
figures reflect the deduction of mortality and expense and administrative
charges totaling 1.35%. They also reflect any withdrawal charges that
would apply if any owner terminated the policy at the end of the period,
but exclude deductions for applicable premium tax charges. Surrender
charges are 8% in year one, declining 1% annually in years one through
seven, 0% thereafter.
(2) Inception date of the variable account option represents first trade date.
Returns for accounts in operation for less than one year aren=t annualized.
(3) Non-standard returns reflect all historical investment results, less
mortality and expense and administrative charges totaling 1.35%. The
calculation assumes the policy is still in force and therefore doesn't take
withdrawal charges into consideration.
10
<PAGE>
(4) Italicized returns are calculated from the inception date through year-end.
(5) Represents the inception date of the underlying funds. Performance data
for periods prior to the actual inception of the variable account options
is hypothetical and based on the performance of the underlying funds. This
performance data has been adjusted to include all insurance company
contract charges and management fees of the underlying funds.
11
<PAGE>
<TABLE>
<CAPTION>
FOR THE PERIOD ENDING: 12/31/97 PLEASE SEE PRIOR PAGE FOR FOOTNOTES 3, 4 AND 5
RETURNS WITHOUT SURRENDER CHARGES (3)
CUMULATIVE TOTAL RETURN AVERAGE ANNUAL RETURN
----------------------- ---------------------
FUND LIFE OF
INCEPTION
VARIABLE OPTIONS DATE (5) 3 YEAR 5 YEAR 10 YEAR FUND 1 YEAR 3 YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
BT Insurance Funds Trust - EAFE Equity Index 6/21/96 n/a n/a n/a 1.35% 0.40% n/a
BT Insurance Funds Trust - Equity 500 Index 12/31/92 101.61 104.29 n/a 104.29 26.76 26.33
BT Insurance Funds Trust - Small Cap Index 8/13/96 n/a n/a n/a 37.32 23.98 n/a
Fidelity's VIP Equity-Income 10/9/86 90.98 134.04 309.79 299.24 26.38 24.07
Fidelity's VIP II Contrafund 1/3/95 n/a n/a n/a 101.88 22.47 n/a
Fidelity's VIP III Growth & Income 12/31/96 n/a n/a n/a 28.34 28.34 n/a
Fidelity's VIP III Growth Opportunities 1/3/95 n/a n/a n/a 95.57 28.20 n/a
Harris Bretall Sullivan & Smith Equity Growth 12/7/92 94.14 96.52 n/a 97.41 32.92 24.75
Janus Aspen Series Balanced 9/13/93 69.95 n/a n/a 80.52 20.45 19.34
Janus Aspen Series Capital Appreciation 5/1/97 n/a n/a n/a 25.46 n/a n/a
Janus Aspen Series Worldwide Growth 9/13/93 92.74 n/a n/a 129.01 20.51 24.45
JP Morgan Bond 1/3/95 n/a n/a n/a 22.49 7.47 n/a
JP Morgan International Opportunities 1/3/95 n/a n/a n/a 24.41 4.01 n/a
Morgan Stanley Asian Equity 12/31/91 -39.30 1.86 n/a 26.80 -43.37 -15.33
Morgan Stanley Emerging Markets Debt 2/1/94 116.32 n/a n/a 64.68 15.74 29.33
Morgan Stanley High Yield 8/31/92 52.60 70.14 n/a 70.91 11.24 15.13
Morgan Stanley U.S. Real Estate 1/31/95 n/a n/a n/a 102.09 22.89 n/a
Scudder Kemper Value 12/21/92 126.99 133.10 n/a 134.73 28.71 31.42
Zweig Asset Allocation 12/14/92 63.24 83.27 n/a 83.24 20.30 17.75
Zweig Equity (Small Cap) 1/4/93 72.44 n/a n/a 81.52 23.42 19.92
Select Ten Plus n/a n/a n/a n/a n/a n/a
<CAPTION>
ALL FIGURES ARE UNAUDITED.
AVERAGE
ANNUAL RETURN CALENDAR YEAR RETURN(4)
----------------- -----------------------
LIFE OF
VARIABLE OPTIONS 5 YEAR 10 YEAR FUND 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BT Insurance Funds Trust - EAFE Equity Index n/a n/a 0.88% n/a n/a n/a 0.94% 0.40%
BT Insurance Funds Trust - Equity 500 Index 15.36 n/a 15.36 4.55 -3.08 32.15 20.35 26.76
BT Insurance Funds Trust - Small Cap Index n/a n/a 25.78 n/a n/a n/a 10.76 23.98
Fidelity's VIP Equity-Income 18.54 15.15 13.12 16.70 5.01 34.05 12.73 26.38
Fidelity's VIP II Contrafund n/a n/a 26.46 n/a n/a 37.86 19.57 22.47
Fidelity's VIP III Growth & Income n/a n/a 28.36 n/a n/a n/a n/a 28.34
Fidelity's VIP III Growth Opportunities n/a n/a 25.12 n/a n/a 30.76 16.67 28.20
Harris Bretall Sullivan & Smith Equity Growth 14.47 n/a 14.37 -1.38 2.64 29.93 12.42 32.92
Janus Aspen Series Balanced n/a n/a 14.73 6.77 -.51 23.11 14.60 20.45
Janus Aspen Series Capital Appreciation n/a n/a 40.43 n/a n/a n/a n/a 25.46
Janus Aspen Series Worldwide Growth n/a n/a 21.26 18.62 .17 25.66 27.28 20.51
JP Morgan Bond n/a n/a 7.01 n/a n/a 13.36 .54 7.47
JP Morgan International Opportunities n/a n/a 7.57 n/a n/a 7.16 11.62 4.01
Morgan Stanley Asian Equity .37 n/a 4.04 102.53 -17.14 5.21 1.88 -43.37
Morgan Stanley Emerging Markets Debt n/a n/a 13.60 n/a -23.87 25.75 48.64 15.74
Morgan Stanley High Yield 11.21 n/a 10.57 18.31 -5.76 21.29 13.10 11.24
Morgan Stanley U.S. Real Estate n/a n/a 27.29 n/a n/a 19.58 37.53 22.89
Scudder Kemper Value 18.44 n/a 18.50 4.86 -2.07 43.65 22.78 28.71
Zweig Asset Allocation 12.88 n/a 12.75 13.32 -.92 19.75 13.32 20.30
Zweig Equity (Small Cap) n/a n/a 12.70 7.38 -1.97 19.54 16.87 23.42
Select Ten Plus n/a n/a n/a n/a n/a n/a n/a n/a
</TABLE>
12
<PAGE>
PERFORMANCE COMPARISONS
Performance information for an Option may be compared, in reports and
advertising, to: (1) Standard & Poor's Stock Index (S&P 500), Dow Jones
Industrial Averages, (DJIA), Donoghue Money Market Institutional Averages, or
other unmanaged indices generally regarded as representative of the securities
markets; (2) other variable annuity separate accounts or other investment
products tracked by Lipper Analytical Services, Inc. (LIPPER) or the Variable
Annuity Research and Data Service, which are widely used independent research
firms that rank mutual funds and other investment companies by overall
performance, investment objectives, and assets; and (3) the Consumer Price Index
(measure of inflation) to assess the real rate of return from an investment in a
contract. Unmanaged indices may assume the reinvestment of dividends but
generally don't reflect deductions for annuity charges, investment management
costs, brokerage costs and other transaction costs that are normally paid when
directly investing in securities.
Each Option may, from time to time, also include the ranking of its performance
figures relative to such figures for groups of mutual funds categorized by
Lipper as having the same or similar investment objectives or by similar
services that monitor the performance of mutual funds. Each Option may also
from time to time compare its performance to average mutual fund performance
figures compiled by Lipper in LIPPER PERFORMANCE ANALYSIS. Advertisements or
information furnished to present shareholders or prospective investors may also
include evaluations of an Option published by nationally recognized ranking
services and by financial publications that are nationally recognized such as
BARRON'S, BUSINESS WEEK, CDA TECHNOLOGIES, INC., CHANGING TIMES, CONSUMER'S
DIGEST, DOW JONES INDUSTRIAL AVERAGE, FINANCIAL PLANNING, FINANCIAL TIMES,
FINANCIAL WORLD, FORBES, FORTUNE, GLOBAL INVESTOR, HULBERT'S FINANCIAL DIGEST,
INSTITUTIONAL INVESTOR, INVESTORS DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, THE
NEW YORK TIMES, PERSONAL INVESTOR, STANGE'S INVESTMENT ADVISER, VALUE LINE, THE
WALL STREET JOURNAL, WIESENBERGER INVESTMENT COMPANY SERVICE AND USA TODAY.
The performance figures described above may also be used to compare the
performance of an Option's units against certain widely recognized standards or
indices for stock and bond market performance. The following are the indices
against which the Options may compare performance:
The Standard & Poor's Composite Index of 500 Stocks (the S&P 500) is a market
value-weighted and unmanaged index showing the changes in the total market value
of 500 stocks compared to the base period 1941-43. The S&P 500 Index is
composed almost entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the American Stock
Exchange or traded OTC are included. The 500 companies represented include 381
industrial, 37 utility, 11 transportation and 71 financial services concerns.
The S&P 500 Index represents about 80% of the market value of all issues traded
on the NYSE.
The Dow Jones Composite Average (or its component averages) is an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividends.
The New York Stock Exchange composite or component indices are unmanaged indices
of all industrial, utilities, transportation and finance company stocks listed
on the New York Stock Exchange.
The Wilshire 5000 Equity Index (or its component indices) represents the return
of the market value of all common equity securities for which daily pricing is
available. Comparisons of performance assume reinvestment of dividends.
The Morgan Stanley Capital International EAFE Index is an arithmetic, market
value-weighted average of the performance of over 900 securities on the stock
exchanges of countries in Europe, Australia and the Far East.
The Morgan Stanley Capital International World Index - An arithmetic, market
value-weighted average of the performance of over 1,470 securities listed on the
stock exchanges of countries in Europe, Australia, the Far East, Canada and the
United States.
13
<PAGE>
The Goldman Sachs 100 Convertible Bond Index currently includes 67 bonds and 33
preferred stocks. The original list of names was generated by screening for
convertible issues of $100 million or greater in market capitalization. The
index is priced monthly.
The Lehman Brothers Government Bond Index (the LEHMAN GOVERNMENT INDEX) is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues aren't included in the Lehman Government Index.
The Lehman Brothers Government/Corporate Bond Index (the LEHMAN
GOVERNMENT/CORPORATE INDEX) is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1 million, which have at
least one year to maturity and are rated "Baa" or higher (INVESTMENT GRADE) by a
nationally recognized statistical rating agency.
The Lehman Brothers Government/Corporate Intermediate Bond Index (the LEHMAN
GOVERNMENT/CORPORATE INTERMEDIATE INDEX) is composed of all bonds covered by the
Lehman Brothers Government/Corporate Bond Index with maturities between one and
9.99 years. Total return comprises price appreciation/depreciation and income
as a percentage of the original investment. Indexes are rebalanced monthly by
market capitalization.
The Lehman Brothers Intermediate Treasury Bond Index includes bonds with
maturities between one and ten years with a face value currently in excess of $1
million, that are rated investment grade or higher by a nationally recognized
statistical rating agency.
The Shearson Lehman Long-Term Treasury Bond Index is composed of all bonds
covered by the Shearson Lehman Hutton Treasury Bond Index with maturities of 10
years or greater.
The National Association of Securities Dealers Automated Quotation System
(NASDAQ) Composite Index covers 4,500 stocks traded over the counter. It
represents many small company stocks but is heavily influenced by about 100 of
the largest NASDAQ stocks. It is a value-weighted index calculated on price
change only and doesn't include income.
The NASDAQ Industrial Index is composed of more than 3,000 industrial issues.
It is a value-weighted index calculated on price change only and doesn't include
income.
The Value Line (Geometric) Index is an unweighted index of the approximately
1,700 stocks followed by the VALUE LINE INVESTMENT SURVEY.
The Salomon Brothers GNMA Index includes pools of mortgages originated by
private lenders and guaranteed by the mortgage pools of the Government National
Mortgage Association.
The Salomon Brothers' World Market Index is a measure of the return of an
equally weighted basket of short-term (three month U.S. Government securities
and bank deposits) investments in eight major currencies: the U.S. dollars, UK
pounds sterling, Canadian dollars, Japanese yen, Swiss francs, French francs,
German Deutsche mark and Netherlands guilder.
The Salomon Brothers Broad Investment-Grade Bond Index contains approximately
3,800 Treasury and agency, corporate and mortgage bonds with a rating of BBB or
higher, a stated maturity of at least one year, and a par value outstanding of
$25 million or more. The index is weighted according to the market value of all
bond issues included in the index.
The Salomon Brothers High Grade Corporate Bond Index consists of publicly
issued, non-convertible corporate bonds rated AA or AAA. It is a
value-weighted, total return index, including approximately 800 issues with
maturities of 12 years or grater.
14
<PAGE>
The Salomon Brothers World Bond Index measures the total return performance of
high-quality securities in major sectors of the international bond market. The
index covers approximately 600 bonds from 10 currencies: Australian dollars,
Canadian dollars, European Currency Units, French francs, Japanese yen,
Netherlands guilder, Swiss francs, UK pounds sterling, U.S. dollars, and German
deutsche marks.
The J.P. Morgan Global Government Bond Index is a total return, market
capitalization weighted index, rebalanced monthly consisting of the following
countries: Australia, Belgium, Canada, Denmark, France, Germany, Italy, Japan,
Netherlands, Spain, Sweden, United Kingdom and United States.
The 50/50 Index assumes a static mix of 50% of the S&P 500 Index and 50% of the
Lehman Government Corporate Index.
Other Composite Indices: 70% S&P 500 Index and 30% NASDAQ Industrial Index; 35%
S&P 500 Index and 65% Salomon Brothers High Grade Bond Index; and 65% S&P Index
and 35% Salomon Brothers High Grade Bond Index.
The SEI Median Balanced Fund Universe measures a group of funds with an average
annual equity commitment and an average annual bond - plus - private - placement
commitment greater than 5% each year. SEI must have at least two years of data
for a fund to be considered for the population.
The Russell 2000/Small Stock Index comprises the smallest 2000 stocks in the
Russell 3000 Index, and represents approximately 11% of the total U.S. equity
market capitalization. The Russell 3000 Index comprises the 3,000 largest U.S.
companies by market capitalization. The smallest company has a market value of
roughly $20 million.
The Russell 2500 Index is comprised of the bottom 500 stocks in the Russell 1000
Index, which represents the universe of stocks from which most active money
managers typically select; and all the stocks in the Russell 2000 Index. The
largest security in the index has a market capitalization of approximately 1.3
billion.
The Consumer Price Index (or Cost of Living Index), published by the United
States Bureau of Labor Statistics is a statistical measure of change, over time,
in the price of goods and services in major expenditure groups.
STOCKS, BONDS, BILLS AND INFLATION, published by Hobson Associates, presents an
historical measure of yield, price and total return for common and small company
stocks, long-term government bonds, Treasury bills and inflation.
Savings and Loan Historical Interest Rates as published in the United States
Savings & Loan League Fact Book.
Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch, Pierce,
Fenner & Smith, Shearson Lehman Hutton and Bloomberg L.P.
The MSCI Combined Far East Free ex Japan Index is a market-capitalization
weighted index comprising stocks in Hong Kong, Indonesia, Korea, Malaysia,
Philippines, Singapore and Thailand. Korea is included in the MSCI Combined Far
East Free ex Japan Index at 20% of its market capitalization.
The First Boston High Yield Index generally includes over 180 issues with an
average maturity range of seven to ten years with a minimum capitalization of
$100 million. All issues are individually trader-priced monthly.
In reports or other communications to shareholders, the Funds may also describe
general economic and market conditions affecting the Portfolios and may compare
the performance of the Portfolios with (1) that of mutual funds included in the
rankings prepared by Lipper or similar investment services that monitor the
performance of insurance company separate accounts or mutual funds, (2)
IBC/Donoghue's Money Fund Report, (3) other appropriate indices of investment
securities and averages for peer universe of funds which are described in this
SAI, or (4) data developed by Integrity or any of the sub-advisers derived from
such indices or averages.
For those Variable Account Options which haven't been investment divisions
within the Separate Accounts for one of the quoted periods, the standardized
average annual total return and nonstandardized total return quotations will
show
15
<PAGE>
the investment performance those Options would have achieved (reduced by the
applicable charges) if they had been investment divisions within the Separate
Accounts for the period quoted.
INDIVIDUALIZED COMPUTER GENERATED ILLUSTRATIONS
Integrity may, from time to time, use computer-based software available through
Morningstar, CDA/Wiesenberger and/or other firms to provide registered
representatives and existing and/or potential owners of the contracts with
individualized hypothetical performance illustrations for some or all of the
Variable Account Options. These illustrations may include, without limitation,
graphs, bar charts and other types of formats presenting the following
information: (i) the historical results of a hypothetical investment in a single
Option; (ii) the historical fluctuation of the value of a single Option (actual
and hypothetical); (iii) the historical results of a hypothetical investment in
more than one Option; (iv) the historical performance of two or more market
indices in relation to one another and/or one or more Options; (v) the
historical performance of two or more market indices in comparison to a single
Option or a group of Options; (vi) a market risk/reward scatter chart showing
the historical risk/reward relationship of one or more mutual funds or Options
to one or more indices and a broad category of similar anonymous variable
annuity subaccounts; and (vii) Option data sheets showing various information
about one or more Options (such as information concerning total return for
various periods, fees and expenses, standard deviation, alpha and beta,
investment objective, inception date and net assets). We can republish figures
independently provided by Morningstar or any similar agency or service.
PART 7 - DETERMINATION OF ACCUMULATION UNIT VALUES
The accumulation unit value of an Option will be determined on each day the New
York Stock Exchange is open for trading. The accumulation units are valued as
of the close of business on the New York Stock Exchange, which currently is 4:00
p.m., Eastern time. Each Option's accumulation unit value is calculated
separately. For all Options other than the Janus Money Market Option, the
accumulation unit value is computed by dividing the value of the securities held
by the Option plus any cash or other assets, less its liabilities, by the number
of outstanding units. For the Janus Money Market Option, accumulation unit
value is computed by dividing the value of the investments and other assets
minus liabilities by the number of units outstanding. Securities are valued
using the amortized cost method of valuation, which approximates market value.
Under this method of valuation, the difference between the acquisition cost and
value at maturity is amortized by assuming a constant (straight-line) accretion
of a discount or amortization of a premium to maturity. Cash, receivables and
current payables are generally carried at their face value.
PART 8 - DETERMINATION OF ANNUITY UNIT VALUES
The annuity unit value was initially fixed at $1.00 for contracts with assumed
base rates of net investment return of 5% or 3.5% a year. For each valuation
period thereafter, it is the annuity value for the preceding valuation period
multiplied by the adjusted net investment factor under the contracts. For each
valuation period, the adjusted net investment factor is equal to the net
investment factor reduced for each day in the valuation period by:
* .00013366 for a contract with an assumed base rate of net investment return
of 5% a year; or
* .00009425 for a contract with an assumed base rate of net investment return
of 3.5% a year.
Because of this adjustment, the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after charges) is higher or
lower than the assumed base rate.
All certificates have a 5% assumed base rate, except in states where that rate
isn't permitted. Annuity payments under contracts with an assumed base rate of
3.5% will at first be smaller than those under contracts with a 5% assumed base
rate. Payments under the 3.5% contracts, however, will rise more rapidly when
unit values are rising, and payments will fall more slowly when unit values are
falling, than those under 5% contracts.
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The amounts of variable annuity payments are determined as follows:
Payments normally start on the Annuitant's retirement date. The first three
monthly payments are the same. Each of the first three monthly payments will be
based on the amount taken from the tables in the contract or on our current
rates, whichever is more favorable to the participant. Where Integrity's
current annuity rates are used, contributions in the current and five prior
participation years will qualify for Integrity's current individual annuity
rates applicable to funds derived from sources outside Integrity. The balance
of the proceeds will qualify for Integrity's current individual annuity rates
for payment of proceeds.
The first three monthly payments depend on the assumed base rate of net
investment return and the forms of annuity chosen (and any fixed period). If the
annuity involves a life contingency, the risk class and the age of the
annuitants will affect payments.
Payments after the first three months will vary according to the investment
performance of the Variable Account Option or Options selected. After that,
each payment will be calculated by multiplying the number of annuity units
credited by the average annuity unit value for the second calendar month before
the due date of the payment. The number of annuity units credited equals the
initial periodic payment divided by the annuity unit value for the valuation
period that includes the due date of the first annuity payment. The average
annuity unit value is the average of the annuity unit values for the valuation
periods ending in that month. Each business day together with any non-business
day or consecutive non-business day immediately preceding such business day will
constitute a valuation period.
ILLUSTRATION OF CHANGES IN ANNUITY UNIT VALUES. To show how we determine
variable annuity payments from month to month, assume that the contract value on
a retirement date is enough to fund an annuity with a monthly payment of $363
and that the annuity unit value for the valuation period that includes the due
date of the first annuity payment is $1.05. The number of annuity units
credited under your contract would be 345.71 (363 divided by 1.05 = 345.71).
If the fourth monthly payment is due in March, and the average annuity unit
value for January was $1.10, the annuity payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10), or $380.28. If
the average annuity unit value was $1.00 in February, the annuity payment for
April would be 345.71 times $1.00, or $345.71.
You can't surrender or redeem period certain life annuities and life income
annuities once annuity payments begin. For period certain life annuities only,
if the payee (or the payee and the other annuitant under a joint and survivor
annuity) dies before the period selected ends, the remaining payments will go to
another named payee who may have the right to redeem the annuity and secure the
present value of future guaranteed payments in a lump sum. The present value of
future guaranteed payments for a period certain is based on the number of
payments left, the assumed base rate of net return, the number of annuity units
and the annuity unit value for the date Integrity receives a written request for
lump sum payment of remaining values. Assets held in each of the Separate
Accounts are at least equal to all statutory reserves required for such Separate
Account.
Part 9 - TAX-FAVORED RETIREMENT PROGRAMS
The contracts described in this Prospectus may be used in connection with
certain tax-favored retirement programs, for groups and for individuals.
Following are brief descriptions of various types of qualified plans in
connection with which Integrity may issue a contract. Integrity reserves the
right to change its administrative rules, such as minimum contribution amounts,
as needed to comply with the Code as to tax-favored retirement programs.
TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES
Code Section 408(b) permits eligible individuals to contribute to an individual
retirement program known as a Traditional IRA. An individual who receives
compensation and who hasn't reached age 70-1/2 by the end of the tax year may
establish a Traditional IRA and make contributions up to the deadline for filing
his or her federal
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income tax return for that year (without extensions). Traditional IRAs are
limited on the amount that may be contributed, the persons who may be eligible,
and the time when distributions may begin. An individual may also roll over
amounts distributed from another Traditional IRA or another tax-favored
retirement program to a Traditional IRA contract. Your Traditional IRA contract
will be issued with a rider outlining the special terms of your contract that
apply to Traditional IRAs. The Owner will be deemed to have consented to any
other amendment unless the Owner notifies us that he or she doesn't consent
within 30 days from the date we mail the amendment.
ROTH INDIVIDUAL RETIREMENT ANNUITIES
Section 408A of the Code permits eligible individuals to contribute to an
individual retirement program known as a Roth IRA. An individual who receives
compensation may establish a Roth IRA and make contributions up to the deadline
for filing his or her federal income tax return for that year (without
extensions). Roth IRAs are limited on the amount that may be contributed, the
persons who are eligible to contribute, and the time when tax-favored
distributions may begin. An individual may also roll over amounts distributed
from another Roth IRA or Traditional IRA to a Roth IRA contract. Your Roth IRA
contract will be issued with a rider outlining the special terms of your
contract that apply to Roth IRAs. Any amendment made to comply with provisions
of the Code and related regulations may be made without your consent. The Owner
will be deemed to have consented to any other amendment unless the Owner
notifies us that he or she doesn't consent within 30 days from the date we mail
the amendment.
SIMPLIFIED EMPLOYEE PENSIONS
Section 408(k) of the Code allows employers to establish simplified employee
pension plans (SEP-IRAS) for their employees, using the employees' IRAs for such
purposes, if certain criteria are met. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to IRAs. Employers intending to use the contract in connection with
such plans should seek competent advice. The SEP-IRA will be issued with a rider
outlining the special terms of the contract.
SIMPLE INDIVIDUAL RETIREMENT ANNUITIES
Currently, we don't issue Individual Retirement Annuities known as a "SIMPLE
IRA" as defined in Section 408(p) of the Code.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code permits the purchase of tax-sheltered annuities (TSA)
by employees of public schools and certain charitable, educational and
scientific organizations described in Section 501(c)(3) of the Code. The
contract isn't intended to accept other than employee contributions. Such
contributions aren't counted as part of the gross income of the employee until
the employee receives distributions from the contract. The amount of
contributions to the TSA is limited to certain maximums imposed by Code sections
403(b), 415 and 402(g). The Code also sets forth additional restrictions
governing such items as transferability, distributions and withdrawals. An
employee under this type of plan should consult a tax adviser as to the tax
treatment and suitability of such an investment. Your contract will be issued
with a rider outlining the special terms that apply to a TSA.
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CORPORATE AND SELF-EMPLOYED (H.R. 10 AND KEOGH) PENSION AND PROFIT SHARING PLANS
Sections 401(a) and 403(a) of the Code permit corporate employers to establish
various types of tax-favored retirement plans for employees. The Self-Employed
Individuals' Tax Retirement Act of 1962, as amended, commonly referred to as
"H.R. 10" or "Keogh," permits self-employed individuals to also establish
tax-favored retirement plans for themselves and their employees. Tax-favored
retirement plans may permit the purchase of the contract to provide benefits
under the plans. Employers intending to use the contract in connection with
tax-favored plans should seek competent advice. The Company can request
documentation to substantiate that a qualified plan exists and is being properly
administered. Integrity doesn't administer these types of plans.
DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS
Section 457 of the Code permits employees of state and local governments and
tax-exempt organizations to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. To the extent the contracts are used in connection with an
eligible plan, employees are considered general creditors of the employer and
the employer as Owner of the contract has the sole right to the proceeds of the
contract. However, Section 457(g) provides that on and after August 20, 1996, a
plan maintained by an eligible governmental employer must hold all assets and
income of the plan in a trust, custodial account, or annuity contract for the
exclusive benefit of participants and their beneficiaries. Loans to employees
may be permitted under such plans; however, a Section 457 plan isn't required to
allow loans. Contributions to a contract in connection with an eligible
government plan are limited. Those who intend to use the contracts in connection
with such plans should seek competent advice. The Company can request
documentation to substantiate that a qualified plan exists and is being properly
administered. Integrity doesn't administer such plans.
DISTRIBUTIONS UNDER TAX FAVORED RETIREMENT PROGRAMs
Distributions from tax-favored plans are subject to certain restrictions.
Participants in qualified plans, with the exception of five-percent owners and
Traditional IRA holders, must begin receiving distributions by April 1 of the
calendar year following the later of either (i) the year in which the employee
reaches age 70-1/2, or (ii) the calendar year in which the employee retires.
Additional distribution rules apply after the participant's death. If you don't
take mandatory distributions you may owe a 50% penalty tax on any difference
between the required distribution amount and the amount distributed.
The Taxpayer Relief Act of 1997 creating Roth IRAs eliminates mandatory
distribution of minimum amounts from Roth IRAs when the Owner reaches age
70-1/2.
Distributions from a tax-favored plan (not including a Traditional IRA or a Roth
IRA) to an employee, surviving spouse, or former spouse who is an alternate
payee under a qualified domestic relations order, in the form of a lump sum
settlement or periodic annuity payments for a fixed period of fewer than 10
years are subject to mandatory income tax withholding of 20% of the taxable
amount of the distribution, unless (1) the payee directs the transfer of the
amounts in cash to another plan or Traditional IRA; or (2) the payment is a
minimum distribution required under the Code. The taxable amount is the amount
of the distribution less the amount allocable to after-tax contributions. All
other types of taxable distributions are subject to withholding unless the payee
doesn't elect to have withholding apply.
We aren't permitted to make distributions from a contract unless you make a
request. It's your responsibility to comply with the minimum distribution
rules. You should consult your tax adviser regarding these rules.
This description of the federal income tax consequences of the different types
of tax-favored retirement plans that can be funded by the contract is only a
brief summary and isn't intended as tax advice. The rules governing the
provisions of plans are extremely complex and often difficult to comprehend.
Anything less than full compliance with all applicable rules, all of which are
subject to change, may have adverse tax consequences. A prospective Owner
considering adopting a plan and buying a contract to fund the plan should first
consult a qualified and
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competent tax adviser, with regard to the suitability of the contract as an
investment vehicle for the plan.
PART 10 - FINANCIAL STATEMENTS
Ernst & Young LLP, Suite 2100, 400 West Market Street, Louisville, Kentucky
40202, is our independent auditor and serves as independent auditor of the
Separate Accounts. Ernst & Young LLP on an annual basis will audit certain
financial statements prepared by management and express an opinion on such
financial statements based on their audits.
The financial statements of the Separate Account II as of December 31, 1997, and
for the periods indicated in the financial statements, and the statutory-basis
financial statements of Integrity as of and for the years ended December 31,
1997 and 1996 included herein have been audited by Ernst & Young LLP as set
forth in their reports. Financial statements of Separate Account Ten aren't
included because as of the date of this SAI, Separate Account Ten hadn't yet
begun operations.
The financial statements of Integrity should be distinguished from the financial
statements of the Separate Accounts and should be considered only as they relate
to the ability of Integrity to meet its obligations under the contracts. They
shouldn't be considered as relating to the investment performance of the assets
held in the Separate Accounts.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS INCLUDED IN PART A:
Part 1 - Financial Information*
FINANCIAL STATEMENTS INCLUDED IN PART B:
SEPARATE ACCOUNT II:
Report of Independent Auditors*
Statement of Assets and Liabilities as of December 31, 1998*
Statement of Operations for the Year Ended December 31, 1998*
Statements of Changes in Net Assets for the Years Ended December 31,
1998 and 1997*
Notes to Financial Statements*
INTEGRITY LIFE INSURANCE COMPANY:
Report of Independent Auditors*
Balance Sheets (Statutory Basis) as of December 31, 1998 and 1997*
Statements of Income (Statutory Basis) for the Years Ended
December 31, 1998 and 1997*
Statements of Changes in Capital and Surplus (Statutory Basis) for the
Years Ended
December 31, 1998 and 1997*
Statements of Cash Flows (Statutory Basis) for the Years Ended
December 31, 1998 and 1997*
Notes to Financial Statements (Statutory Basis)*
(b) EXHIBITS:
The following exhibits are filed herewith:
1. Resolutions of the Board of Directors of Integrity Life
Insurance Company (INTEGRITY) and Certification of the Chief
Executive Officer authorizing the establishment of Separate
Account II, the Registrant. Incorporated by reference from
Registrant's Form N-4 registration statement filed on August
24, 1992.
2. Not applicable.
3.(a) Form of Selling/General Agent Agreement between Integrity
and Painewebber Incorporated, incorporated by reference to
Registrant's Pre-Effective Amendment No. 1 registration
statement on Form N-4 filed on November 9, 1992.
3.(b) Form of Variable Contract Principal Underwriter Agreement
with ARM Securities Corporation. Incorporated by reference
from Registrant's Form N-4 registration statement (File No.
33-51268) on May 1, 1996.
4.(a) Form of trust agreement. Incorporated by reference from
Registrant's Form N-4 registration statement filed on August
24, 1992.
4.(b) Form of group variable annuity contract. Incorporated by
reference from pre-effective amendment no. 1 to Registrant's
Form N-4 registration statement filed on November 9, 1992.
4.(c) Form of variable annuity certificate. Incorporated by
reference from Registrant's N-4
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registration statement filed on August 24, 1992.
4.(d) Form of individual variable annuity contract. Incorporated
by reference from pre-effective amendment no. 1 to
Registrant's Form N-4 registration statement (File No.
33-51270), filed on November 9, 1992.
4.(e) Forms of riders to certificate for qualified plans.
Incorporated by reference from pre-effective amendment no. 1
to Registrant's Form N-4 registration statement filed on
November 9, 1992.
4.(f) Form of rider for use in certain states eliminating the
Guarantee Period Options. Incorporated by reference from
Form N-4 registration statement (File No. 33-56654).
4.(g) Alternate form of variable annuity contract for use in
certain states. Incorporated by reference from Registrant's
Form N-4 registration statement (File No. 33-51268) on May
1, 1996.
5. Form of application. Incorporated by reference to
post-effective amendment no. 1 to Form S-1 registration
statement (File No. 33-51270).
6.(a) Certificate of Incorporation of Integrity. Incorporated by
reference to post-effective amendment no. 4 to Registrant's
Form N-4 registration statement (File No. 51268), filed on
April 28, 1995.
6.(b) By-Laws of Integrity. Incorporated by reference to
post-effective amendment no. 4 to Registrant's Form N-4
registration statement (File No. 33-51268), filed on April
28, 1995.
7.(a) Reinsurance Agreement between Integrity and Connecticut
General Life Insurance Company (CIGNA). Incorporated by
reference to post-effective amendment no. 4 to Registrant's
Form N-4 registration statement (File No. 33-51268), filed
on April 28, 1995.
7.(b) Reinsurance Agreement between Integrity and Connecticut
General Life Insurance Company (CIGNA) effective January 1,
1995. Incorporated by reference from Registrant's Form N-4
registration statement (File No. 33-51268) on May 1, 1996.
8. Form of Participation Agreement among Integrity Series Fund,
Inc., Integrity Financial Services, Inc. and Integrity,
incorporated by reference to Registrant's registration
statement on Form N-4 (File No. 33-51268) filed August 24,
1992.
9. Opinion and Consent of Kevin L. Howard, incorporated by
reference to Registrant's registration statement on Form N-4
(File No. 33-51268) filed October 22, 1997.
10. Consents of Ernst & Young LLP.*
11. Not applicable.
12. Not applicable.
13. Schedule for computation of performance quotations.
Incorporated by reference from Registrant's Form N-4
registration statement (File No. 33-51268) on May 1, 1996.
14. Not applicable.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Set forth below is information regarding the directors and principal
officers of Integrity, the Depositor:
DIRECTORS:
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NAME AND PRINCIPAL BUSINESS ADDRESS POSITION AND OFFICES WITH DEPOSITOR
- ----------------------------------- -----------------------------------
Mark A. Adkins Director and Operations Control Officer
Integrity Life Insurance Company
200 East Wilson Bridge Road
Worthington, OH 43085
John R. Lindholm Director and President
Integrity Life Insurance Company
515 West Market Street
Louisville, KY 40202
Susan M. McEntire Director
Integrity Life Insurance Company
200 East Wilson Bridge Road
Worthington, OH 43085
John R. McGeeney Director
Integrity Life Insurance Company
515 West Market Street
Louisville, KY 40202
William H. Guth Director and Product Administration
Officer
Integrity Life Insurance Company
515 West Market Street
Louisville, KY 40202
Martin H. Ruby Director, Chairman of the Board and
Integrity Life Insurance Company Chief Executive Officer
515 West Market Street
Louisville, KY 40202
Paul E. Williams Director
Integrity Life Insurance Company
200 East Wilson Bridge Road
Worthington, OH 43085
SELECTED OFFICERS: (The business address for each of the principal officers
listed below is 515 West Market Street, Louisville, Kentucky
40202.)
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION AND OFFICES WITH DEPOSITOR
John R. McGeeney Executive Vice President, General
Counsel and Secretary
Dennis L. Carr Executive Vice President and Chief
Actuary
David E. Ferguson Executive Vice President and Chief
Technology Officer
Edward L. Zeman Executive Vice President and Chief
Financial Officer
Michael A. Cochran Tax Officer
Peter S. Resnik Treasurer
Barry G. Ward Controller
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ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH INTEGRITY OR
REGISTRANT
Integrity, the depositor of Separate Account II, is a wholly owned
subsidiary of Integrity Holdings, Inc., a Delaware corporation which is a
holding company engaged in no active business. Integrity owns 100% of stock of
National Integrity Life Insurance Company, a New York stock life insurance
corporation. All outstanding shares of Integrity Holdings, Inc. are owned by
ARM Financial Group, Inc., (ARM) a Delaware corporation which is a financial
services company focusing on the long-term savings and retirement marketplace by
providing retail and institutional products and services throughout the United
States. ARM owns 100% of the stock of (i) ARM Securities Corporation (ARM
SECURITIES), a Minnesota corporation, registered with the SEC as a broker-dealer
and a member of the National Association of Securities Dealers, Inc., (ii)
Integrity Capital Advisors, Inc., a New York corporation registered with the SEC
as an investment adviser, (iii) SBM Certificate Company, a Minnesota corporation
registered with the SEC as an issuer of face-amount certificates, and (iv) ARM
Transfer Agency, Inc., a Delaware corporation registered with the SEC as a
transfer and dividend disbursing agency.
In June 1997, ARM Financial completed an initial public offering (the
"IPO") of 9.2 million shares of common stock, of which 5.75 million shares were
sold by ARM Financial and 3.45 million shares were sold by investment funds
sponsored by Morgan Stanley, Dean Witter, Discover & Co. (the "MSDW Funds").
Following the IPO, the MSDW Funds owned in the aggregate approximately 53% of
the outstanding shares of common stock of ARM Financial. On May 8, 1998, the
MSDW Funds sold their entire remaining interest in ARM Financial pursuant to a
secondary public offering of shares of common stock. As a result, ARM Financial
is 100% publicly owned.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of December 31, 1998 there were 5,212 contract owners of Separate
Account II of Integrity.
ITEM 28. INDEMNIFICATION
BY-LAWS OF INTEGRITY. Integrity's By-Laws provide, in Article V, as follows:
Section 5.1 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
INCORPORATORS. To the extent permitted by the laws of the State of Ohio,
subject to all applicable requirements thereof:
(a) The Corporation shall indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other
than an action by or in the right of the Corporation, by reason
of the fact that he is or was a Director, officer, employee, or
agent of the Corporation or is or was serving at the request of
the Corporation as a Director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, non-profit or
for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees,
judgements, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(b) The Corporation shall indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a Director, officer,
employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, trustee, officer,
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employee, or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect to any of the following:
(1) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless, and only to
the extent the court of common pleas or the court in which such
action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper;
(2) Any action of suit in which the only liability asserted
against a Director is pursuant to Section 1701.95 of the Ohio
Revised Code.
(c) To the extent that a Director, trustee, officer, employee, or
agent has been successful in the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (a)
and (b) of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by
him in connection with the action, suit, or proceeding.
(d) Any indemnification under divisions (a) and (b) of this Article,
unless ordered by a court, shall be made by the Corporation only
as authorized in the specific case upon the determination that
indemnification of the Director, officer, employee, or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in divisions (a) and (b) of this
Article. Such determination shall be made as follows:
(1) By a majority vote of a quorum consisting of Directors of
the Corporation who were not and are not parties to or threatened
with any such action, suit, or proceeding;
(2) If the quorum described in division (d)(1) of this Article
is not obtainable or if a majority vote of a quorum of
disinterested Directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed services for the Corporation or any person
to be indemnified within the past five years;
(3) By the Shareholders; or
(4) By the court of common pleas or the court in which such
action, suit or proceeding was brought.
Any determination made by the disinterested Directors under Article
(d)(1) or by independent legal counsel under Article (d)(2) shall be
promptly communicated to the person who threatened or brought the
action or suit by in the right of the Corporation under (b) of this
Article, and within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or
the court in which such action or suit was brought to review the
reasonableness of such determination.
(e) (1) Expenses, including attorney's fees, incurred by a Director
in defending the action, suit, or proceeding shall be paid by the
Corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the Director in which he agrees to
do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent
jurisdiction that his action or failure to act
involved an act or omission undertaken with
deliberate intent to cause injury to the Corporation
or undertaken with reckless disregard for the best
interests of the Corporation;
(ii) Reasonably cooperate with the Corporation concerning
the action, suit or proceeding.
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(2) Expenses, including attorney's fees, incurred by a
Director, officer, employee, or agent in defending any action,
suit, or proceeding referred to in divisions (a) and (b) of this
Article, may be paid by the Corporation as they are incurred, in
advance of the final disposition of the action, suit, or
proceeding as authorized by the Directors in the specific case
upon receipt of an undertaking by or on behalf of the Director,
officer, employee, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be
indemnified by the Corporation.
(f) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the Articles or the Regulations
for any agreement, vote of Shareholders or disinterested Directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(g) The Corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters
of credit, or self insurance, on behalf of or for any person who is or
was a Director, officer, employee, or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director,
officer, employee, or agent of another corporation, domestic or
foreign, non-profit or for profit, partnership, joint venture, trust,
or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the Corporation
has a financial interest.
BY-LAWS OF ARM SECURITIES. ARM Securities' By-Laws provide, in Sections 4.01
and 4.02, as follows:
SECTION 4.01 INDEMNIFICATION. The Corporation shall indemnify
its officers and directors for such expenses and liabilities, in such manner,
under such circumstances, and to such extent, as required or permitted by
Minnesota Statutes, Section 302A.521, as amended from time to time, or as
required or permitted by other provisions of law.
SECTION 4.02 INSURANCE. The Corporation may purchase and
maintain insurance on behalf of any person in such person's official capacity
against any liability asserted against and incurred by such person in or arising
from that capacity, whether or not the Corporation would otherwise be required
to indemnify the person against the liability.
INSURANCE. The directors and officers of Integrity and ARM Securities are
insured under a policy issued by National Union. The total annual limit on such
policy is $10 million, and the policy insures the officers and directors against
certain liabilities arising out of their conduct in such capacities.
AGREEMENTS. Integrity and ARM Securities, including each director, officer and
controlling person of Integrity and ARM Securities, are entitled to
indemnification against certain liabilities as described in Sections 5.2, 5.3
and 5.5 of the Selling/General Agent Agreement and Section 9 of the Form of
Variable Contract Principal Underwriter Agreement incorporated as Exhibit 3 to
this Registration Statement. Those sections are incorporated by reference into
this response. In addition, Integrity and ARM Securities, including each
director, officer and controlling person of Integrity and ARM Securities, are
entitled to indemnification against certain liabilities as described in Article
VIII of the Participation Agreement incorporated as Exhibits 8(a), 8(b) and 8(c)
to this Registration Statement. That article is incorporated by reference into
this response. Certain officers and directors of Integrity are officers and
directors of ARM Securities (see Item 25 and Item 29 of this Part C).
UNDERTAKING. Insofar as indemnification for liability 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.
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<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) ARM Securities is the principal underwriter for Separate Account
II. ARM Securities also serves as an underwriter for Separate
Account I of Integrity, Separate Accounts I and II of National
Integrity Life Insurance Company, and The Legends Fund, Inc.
Integrity is the Depositor of Separate Accounts II, I, Ten and
VUL.
(b) The names and business addresses of the officers and directors
of, and their positions with, ARM Securities are as follows:
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION AND OFFICES WITH ARM SECURITIES
Edward J. Haines Director and President
515 West Market Street
Louisville, Kentucky 40202
John R. McGeeney Director, Secretary, General Counsel and
515 West Market Street Compliance Officer
Louisville, Kentucky 40202
Peter S. Resnik Treasurer
515 West Market Street
Louisville, Kentucky 40202
Dale C. Bauman Vice President
100 North Minnesota Street
New Ulm, Minnesota 56073
Robert Bryant Vice President
1550 East Shaw #120
Fresno, California 93710
Ronald Geiger Vice President
100 North Minnesota Street
New Ulm, Minnesota 56073
Barry G. Ward Controller
515 West Market Street
Louisville, Kentucky 40202
Michael A. Cochran Tax Officer
515 West Market Street
Louisville, Kentucky 40202
William H. Guth Operations Officer
515 West Market Street
Louisville, Kentucky 40202
David L. Anders Marketing Officer
515 West Market Street
Louisville, Kentucky 40202
Robert L. Maddox Assistant Secretary
515 West Market Street
Louisville, Kentucky 40202
7
<PAGE>
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder,
are maintained by Integrity at 515 West Market Street, Louisville, Kentucky
40202.
ITEM 31. MANAGEMENT SERVICES
The contract under which management-related services are provided to
Integrity is discussed under Part 1 of Part B.
ITEM 32. UNDERTAKINGS
The Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than 16 months
old for so long as payments under the variable annuity contracts may
be accepted;
(b) 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; and
(c) 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.
Integrity represents that the aggregate charges under variable annuity contracts
described in this Registration Statement are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by Integrity.
8
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant and the Depositor have duly caused this amendment to
the Registration Statement to be signed on their behalf, in the City of
Louisville and State of Kentucky on this 14th day of January, 1999.
SEPARATE ACCOUNT II OF
INTEGRITY LIFE INSURANCE COMPANY
(Registrant)
By: Integrity Life Insurance Company
(Depositor)
By: /s/ John R. Lindholm
----------------------
John R. Lindholm
President
INTEGRITY LIFE INSURANCE COMPANY
(Depositor)
By: /s/ John R. Lindholm
-----------------------
John R. Lindholm
President
9
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor has duly caused this amendment to the Registration
Statement to be signed on its behalf, in the City of Louisville and State of
Kentucky on this 14th day of January, 1999.
INTEGRITY LIFE INSURANCE COMPANY
(Depositor)
By: /s/ John R. Lindholm
----------------------
John R. Lindholm
President
As required by the Securities Act of 1933, this amendment to the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
PRINCIPAL EXECUTIVE OFFICER: /s/ John R. Lindholm
-------------------------------------
John R. Lindholm, President
Date: 01/14/99
PRINCIPAL FINANCIAL OFFICER: /s/ Edward L. Zeman
-------------------------------------
Edward L. Zeman, Executive Vice
President-
Chief Financial Officer
Date: 01/14/99
PRINCIPAL ACCOUNTING OFFICER: /s/ Barry G. Ward
-------------------------------------
Barry G. Ward, Controller
Date: 01/14/99
DIRECTORS:
/s/ Mark A. Adkins /s/ Susan M. McEntire
- ---------------------------- ------------------------------------
Mark A. Adkins Susan M. McEntire
Date: 01/14/99 Date: 01/14/99
/s/ Paul E. Williams /s/ Martin H. Ruby
- ---------------------------- ------------------------------------
Paul E. Williams Martin H. Ruby
Date: 01/14/99 Date: 01/14/99
/s/ John R. Lindholm
- ----------------------------
John R. Lindholm
Date: 01/14/99
/s/ John McGeeney
- ----------------------------
John R. McGeeney
Date: 01/14/99
/s/ William H. Guth
- ----------------------------
William H. Guth
Date: 01/14/99
10
