<PAGE>
As filed with the Securities and Exchange Commission on
February 12, 1998
'33 Act File No. 33-66786
'40 Act File No. 811-7924
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993 [ ]
Pre-Effective Amendment No. _______ [ ]
Post-Effective Amendment No. 9 [X]
-------
REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [ ]
Amendment No. 11 [X]
--------
LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
LINCOLN BENEFIT LIFE COMPANY
Depositor
206 South 13th Street
Lincoln, Nebraska 68508
_______
JOHN MORRIS
Lincoln Benefit Life Company
206 South 13th Street
Lincoln, Nebraska 68508
Approximate Date of Proposed Public Offering: As soon as practicable after
effective date.
It is proposed that this filing will become effective:
x immediately upon filing pursuant to paragraph (b) of Rule 485
-----
_____ on May 1, 1997 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on May 1, 1997 pursuant to paragraph (a) of Rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has registered an indefinite amount of securities under the Securities Act of
1933. A 24f-2 notice for the fiscal year ending December 31, 1996 was filed on
February 26, 1997.
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
CROSS REFERENCE SHEET
Item Number in Form N-4 Caption
- ----------------------- -------
Part A - Prospectus
-------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1. Cover Page........................... Cover Page
2. Definitions.......................... Definitions
3. Synopsis............................. Questions & Answers About the Contract
4. Condensed Financial Information...... Condensed Financial Information
5. General Description of Registrant,
Depositor & Portfolio Companies...... Description of Lincoln Benefit Life
Company & the Separate Account;
Separate Account Investments
6. Deductions........................... Contract Charges
7. General Description of Variable...... Description of the Contracts; Annuity
Period; Purchases, Withdrawals &
Contract Value; Administration
8. Annuity Period....................... Annuity Period
9. Death Benefit ....................... Description of the Contracts; Annuity Period
10. Purchases & Contract Value........... Purchases, Withdrawals & Contract
Value
11. Redemptions.......................... Questions & Answers About the
Contract; Purchases, Withdrawals &
Contract Value
12. Taxes................................ Taxes
13. Legal Proceedings.................... Legal Proceedings
14. Table of Contents of the Statement
of Additional Information............ Additional Information about the
Separate Account
</TABLE>
<PAGE>
Part B - Statement of Additional Information
--------------------------------------------
Certain information required in Part B of the Registration Statement has been
included within the Prospectus forming part of this Registration Statement; the
following cross-references suffixed with ("P") are made by reference to the
captions in the Prospectus:
Item Number in Form N-4 Caption
- ----------------------- -------
<TABLE>
<CAPTION>
<S> <C> <C>
15. Cover Page........................... Cover Page
16. Table of Contents.................... Table of Contents
17. General Information & History........ Description of Lincoln Benefit Life
Company & the Separate Account(P);
Separate Account Investments(P)
18. Services............................. Contract Charges(P); Custodian(P);
Financial Statements
19. Purchase of Securities Being Offered. Purchases, Withdrawals & Contract
Value(P); Contract Charges(P)
20. Underwriters......................... Distribution of Contracts(P)
21. Calculation of Performance Data...... Separate Account Performance
22. Annuity Payments..................... The Contract
23. Financial Statements................. Financial Statements
</TABLE>
Part C
------
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
<PAGE>
PARTS A AND B
-------------
Pursuant to Rule 411 under the Securities Act of 1933, as amended, and Rules 0-4
and 8b-23 under the Investment Company Act of 1940, as amended, the information
required to be included in parts A and B of this Registration Statement (Files
No. 33-66786 and 811-7924) are incorporated herein by reference to the
Prospectus dated May 1, 1997, as filed in electronic format via EDGAR with the
Securities and Exchange Commission on April 30, 1997. This Amendment does not
delete, amend, or supersede any information contained in the Registration
Statement or Post-Effective Amendment No. 8 to the Registration Statement,
except to the extent provided herein.
<PAGE>
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1997
OF LINCOLN BENEFIT LIFE COMPANY
VARIABLE ANNUITY ACCOUNT
LINCOLN BENEFIT LIFE COMPANY HAS ADDED CERTAIN SUB-ACCOUNTS DESCRIBED BELOW TO
YOUR CONTRACT. THE FOLLOWING INFORMATION IS ADDED TO YOUR PROSPECTUS FOR THE
LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT:
ON PAGE 4, UNDER QUESTION #2 -- "IN WHICH MUTUAL FUNDS DOES THE SEPARATE ACCOUNT
INVEST?" THE FOLLOWING ADDITIONAL PORTFOLIOS ARE AVAILABLE:
<TABLE>
<CAPTION>
Fund Portfolio(s)
---- ------------
<S> <C>
Alger American Small Capitalization Portfolio
MidCap Growth Portfolio
American Growth Portfolio
Leveraged AllCap Portfolio
Income and Growth Portfolio
Fidelity's Variable Index 500 Portfolio
Insurance Products
Fund II
</TABLE>
UNDER "PORTFOLIO COMPANY ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE
NET ASSETS)" ON PAGE 6, THE FOLLOWING EXPENSE INFORMATION IS ADDED:
<TABLE>
<CAPTION>
Alger Income Alger Small Alger Alger MidCap Alger Leveraged
Alger American Series: and Growth Capitalization Growth Growth Allcap
------------- --------------- ------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Management: 0.625% 0.850% 0.750% 0.800% 0.850%
Other: 0.185% 0.030% 0.040% 0.040% 0.040%
Total: 0.810% 0.880% 0.790% 0.840% 0.890%
Fidelity's Variable Ins. Fidelity
Products Fund II: Index 500
------------
Management: 0.130%
Other: 0.150%
Total: 0.280%
</TABLE>
<PAGE>
UNDER "EXAMPLES" ON PAGE 7. THE FOLLOWING INFORMATION IS ADDED TO THE EXAMPLE
TITLED:
"If you surrender your contract at the end of the period you would pay the
following expenses on a $1,000 investment in each indicated Subaccount assuming
5% annual return on assets:"
<TABLE>
<CAPTION>
Alger Income Alger Small Alger Alger MidCap Alger Leveraged
and Growth Capitalization Growth Growth AllCap
------------ -------------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
1 year $ 88 $ 89 $ 88 $ 89 $ 89
3 years $131 $133 $131 $132 $134
5 years $163 $167 $162 $182 $168
10 years $264 $272 $262 $267 $273
Fidelity
Index 500
---------
1 year $ 83
3 years $116
5 years $136
10 years $209
</TABLE>
THE FOLLOWING INFORMATION IS ADDED TO THE EXAMPLE TITLED:
"If you annuitize* at the end of the period you would pay the following expenses
on a $1,000 investment in each indicated Subaccount assuming 5% annual return on
assets:"
<TABLE>
<CAPTION>
Alger Income Alger Small Alger Alger MidCap Alger Leveraged
and Growth Capitalization Growth Growth AllCap
------------ -------------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
1 year $ 23 $ 24 $ 23 $ 24 $ 24
3 years $ 72 $ 74 $ 72 $ 73 $ 75
5 years $150 $127 $122 $125 $128
10 years $264 $272 $262 $267 $273
Fidelity
Index 500
---------
1 year $ 18
3 years $ 56
5 years $ 96
10 years $209
</TABLE>
THE FOLLOWING INFORMATION IS ADDED TO THE EXAMPLE TITLED:
"If you do not surrender your contract you would pay the following expenses on a
$1,000 investment in each indicated Subaccount assuming 5% annual return on
assets:"
<TABLE>
<CAPTION>
Alger Income Alger Small Alger Alger MidCap Alger Leveraged
and Growth Capitalization Growth Growth AllCap
------------ -------------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
1 year $ 23 $ 24 $ 23 $ 24 $ 24
3 years $ 72 $ 74 $ 72 $ 73 $ 75
5 years $150 $127 $122 $125 $128
10 years $264 $272 $262 $267 $273
Fidelity
Index 500
---------
1 year $ 18
3 years $ 56
5 years $ 96
10 years $209
</TABLE>
2
<PAGE>
UNDER "SEPARATE ACCOUNT INVESTMENTS" ON PAGE 10, THE FOLLOWING TEXT IS ADDED:
Alger American Fund (Investment Advisor: Fred Alger Management, Inc.)
- -------------------
The Alger American Income and Growth Portfolio seeks primarily to provide a high
level of dividend income. Capital appreciation is a secondary objective of the
Portfolio. Except during temporary defensive periods, the Portfolio attempts to
invest 100%, and it is a fundamental policy of the Portfolio to invest at least
65%, of its total assets in dividend paying equity securities.
Alger American Small Capitalization Portfolio seeks long-term capital
appreciation. Except during temporary defensive periods, the Portfolio invests
at least 65% of its total assets in equity securities of companies that, at the
time of purchase, have total market capitalization within the range of companies
included in the Russell 2000 Growth Index or the S&P SmallCap 600 Index. The
Portfolio may invest up to 35% of its total assets in equity securities of
companies that, at the time of purchase, have total market capitalization
outside of this combined range, and in excess of that amount (up to 100% of its
assets) during temporary defensive periods.
Alger American Growth Portfolio seeks long-term capital appreciation. Except
during temporary defensive periods, the Portfolio invests at least 65% of its
total assets in equity securities of companies that have total market
capitalization of $1 billion or greater. The Portfolio may invest up to 35% of
its total assets in equity securities of companies that have total market
capitalization of less than $1 billion.
Alger American MidCap Growth Portfolio seeks long-term capital appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that have total market
capitalization within the range of companies included in the S&P MidCap 400
Index.
Alger American Leveraged AllCap Portfolio seeks long-term capital appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size. The Portfolio may
purchase put and call options and sell (write) covered call and put options on
securities and securities indexes to increase gain and to hedge against the risk
of unfavorable price movements, and may enter into futures contracts on
securities indexes and purchase and sell call and put options on these futures
contracts. The Portfolio may also borrow money for the purchase of additional
securities.
THE FOLLOWING TEXT IS ADDED ON PAGE 11:
Fidelity's Variable Insurance Products Fund II
- ----------------------------------------------
Index 500 Portfolio seeks long-term capital growth through the purchase of a
portfolio that broadly represents the U.S. stock market, as measured by the S&P
500. By investing to match the return of the S&P 500, the portfolio seeks to
keep expenses low. The portfolio does not expect to achieve potentially greater
results than could be obtained by a fund that aggressively seeks growth.
3
<PAGE>
ON PAGE 7 OF THE STATEMENT OF ADDITIONAL INFORMATION, THE FOLLOWING PARAGRAPH
(h) UNDER QUALIFIED PLANS IS ADDED.
(h) Roth Individual Retirement Annuities
------------------------------------
Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth
Individual Retirement Annuity. Roth Individual Retirement Annuities are
subject to limitations on the amount that can be contributed and on the
time when distributions may commence. "Qualified distributions" from Roth
Individual Retirement Annuities are not includible in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to the Roth
Individual Retirement Annuity, and which are made on or after the date the
individual attains age 59 1/2, made to a beneficiary after the owner's
death, attributable to the owner being disabled or for a first time home
purchase (first time home purchases are subject to a lifetime limit of
$10,000). "Nonqualified distributions" are treated as made from
contributions first and are includible in gross income to the extent such
distributions exceed the contributions made to the Roth Individual
Retirement Annuity. The taxable portion of a "nonqualified distribution"
may be subject to the 10% penalty tax on premature distributions. Subject
to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The taxable portion of a conversion or rollover distribution is
includible in gross income, but is exempted from the 10% penalty tax on
premature distributions.
ON PAGE 13 OF THE STATEMENT OF ADDITIONAL INFORMATION, THE FOLLOWING PARAGRAPH
IS ADDED:
With respect to the financial statements of Lincoln Benefit Life and the
Separate Account: (1) the financial statements included in the Statement of
Additional Information, dated May 1, 1997, for Lincoln Benefit Life and the
Separate Account are the most recent available as of the date of this
Supplement; (2) the most current financial statements of Lincoln Benefit Life
and the Separate Account are those as of fiscal year-end 1996; (3) Lincoln
Benefit Life and the Separate Account do not prepare financial statements more
often than annually; (4) Lincoln Benefit Life believes that any incremental
benefit to prospective contract holders that may result from preparing and
delivering more current financial statements, though unaudited, does not justify
the additional cost that would be incurred; and (5) there have been no adverse
changes in the financial condition or operations of Lincoln Benefit Life and the
Separate Account between fiscal year-end 1996 and the date of the Prospectus
Supplement.
4
<PAGE>
PART C
- ------
OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
- ------------------------------------------
(a) Financial Statements
--------------------
The following financial statements are included in Part A of the
Registration Statement:
None.
The following financial statements are included in Part B of the
Registration Statement:
The financial statements of the Separate Account as of December 31,
1996 and for the years ended December 31, 1996 and 1995 and the
financial statements (prepared on a GAAP basis of accounting) for
Lincoln Benefit Life Company as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996.
For purposes of this Post-Effective Amendment No. 9, Lincoln Benefit
Life and the Separate Account applied for and received a waiver to the
requirements for interim financial statements set forth under Rule 3-
12(b) of Regulation S-X promulgated under the 1933 Act.
The following financial statements are included in Part C of the
Registration Statement:
None.
<TABLE>
<CAPTION>
(b) Exhibits
--------
<S> <C> <C> <C>
(1) Resolution Establishing Separate Account................ *
(2) Custody Agreements...................................... Not Applicable
(3) (a) Form of Underwriting Agreement..................... *
(b) Form of Selling Agreement.......................... *
(4) Variable Annuity Contract............................... *
(5) Application for Contract................................ Herewith
(6) Depositor - Corporate Documents
(a) Articles of Incorporation.......................... *
(b) By-Laws............................................ *
(7) Reinsurance Contract.................................... *
(8) Forms of Fund Participation Agreement:
(a) Janus Aspen Series................................. *
(b) Variable Insurance Products Fund................... *
(c) Variable Insurance Products Fund II................ *
(d) IAI Retirement Funds, Inc.......................... *
(e) Federated Insurance Fund Management Series......... *
(f) Scudder Variable Life Investment Fund.............. *
(g) Alger American Funds............................... Herewith
(9) Opinion of Counsel...................................... *
(10) Consent of Independent Accountant....................... *
</TABLE>
C-1
<PAGE>
<TABLE>
<C> <S> <C>
(11) Financial Statements Omitted from Item 23.................. Not Applicable
(12) Initial Capitalization Agreement........................... *
(13) Performance Computations................................... *
(27) Financial Data Schedules................................... *
</TABLE>
* Previously Filed
C-2
<PAGE>
Item 25. Directors and Officers of the Depositor
- ------------------------------------------------
The directors and principal officers of Lincoln Benefit Life Company are
listed below. Their principal business address is 206 South 13th Street,
Lincoln, Nebraska 68508.
Name Position/Office with Depositor
---- ------------------------------
Louis G. Lower, III Chairman of the Board of Directors and
Chief Executive Officer
Peter H. Heckman Vice Chairman of the Board of Directors
B. Eugene Wraith Director, President and Chief Operating Officer
Douglas F. Gaer Director, Executive Vice President
Janet P. Anderbery Vice President and Controller
William F. Krueger Director and Senior Vice President
Roger J. Lovretich Director and Senior Vice President
John J. Morris Director, Senior Vice President and Secretary
Robert E. Rich Director, Executive Vice President
Kevin Slawin Director
Michael J. Velotta Director, Assistant Secretary
Randy J. Von Fumetti Director, Senior Vice President & Treasurer
Carol S. Watson Director, Senior Vice President, General Counsel,
and Assistant Secretary
Patricia W. Wilson Director
Thomas R. Ashley Vice President
David A. Behrens Vice President
Thomas J. Berney Vice President
John H. Coleman III Vice President
Marvin P. Ehly Vice President
Kenny L. Gettman Vice President
Rodger A. Hergenrader Vice President
Thomas S. Holt Vice President
Sharyn L. Jensen Vice President
Theodore J. Kooser Vice President
Gregory C. Sernett Vice President
Stanley G. Shelley Vice President
Dean M. Way Vice President
Patrick A. Weigel Vice President
Item 26. Persons Controlled by or under Common Control with Depositor or
- -------------------------------------------------------------------------
Registrant
- ----------
See 10-K Commission File #1-11840, The Allstate Corporation
Item 27. Number of Contract Owners
- -----------------------------------
As of January 29, 1998, the Registrant has 5,612 qualified contract owners
and 4,050 non-qualified contract owners.
Item 28. Indemnification
- -------------------------
The Articles of Incorporation of Lincoln Benefit Life Company (Depositor)
provide for the indemnification of its directors and officers against
expenses, judgments, fines and amounts paid in settlement as incurred by
such person, so long as such person shall not have been adjudged to be
liable for negligence or misconduct in the performance of a duty to the
Company. This right of indemnity is not exclusive of other rights to which
a director or officer may otherwise be entitled.
C-3
<PAGE>
The by-laws of Lincoln Benefit Financial Services, Inc. (Distributor)
provide that the corporation will indemnify a director, officer, employee or
agent of the corporation to the full extent of Delaware law. In general,
Delaware law provides that a corporation may indemnify a director, officer,
employee or agent against expenses, judgments, fines and amounts paid in
settlement if that individual acted in good faith and in a manner he or she
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 or her conduct was unlawful. No
indemnification shall be made for expenses, including attorney's fees, if
the person shall have been judged to be liable to the corporation unless a
court determines such person is entitled to such indemnity. Expenses
incurred by such individual in defending any action or proceeding may be
advanced by the corporation so long as the individual agrees to repay the
corporation if it is later determined that he or she is not entitled to such
indemnification.
Under the terms of the form of Underwriting Agreement, the Depositor agrees
to indemnify the Distributor for any liability that the latter may incur to
a Contract owner or party-in-interest under a Contract, (a) arising out of
any act or omission in the course of or in connection with rendering
services under such Agreement, or (b) arising out of the purchase, retention
or surrender of a Contract; provided, that the Depositor will not indemnify
the Distributor for any such liability that results from the latter's
willful misfeasance, bad faith or gross negligence, or from the reckless
disregard by the latter of its duties and obligations under the Underwriting
Agreement.
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 forgoing 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.
C-4
<PAGE>
Item 29. Principal Underwriter
- -------------------------------
Lincoln Benefit Financial Services, Inc. serves as distributor for the
Registrant. The following are the directors and officers of Lincoln Benefit
Financial Services, Inc. Their principal business address is 206 South 13th
Street, Lincoln, Nebraska 68508.
Name Position with Distributor
---- -------------------------
B. Eugene Wraith Chairman of the Board of Directors
Carol S. Watson Director and President
Janet P. Anderbery Vice President & Controller
David A. Behrens Vice President
Rick W. Small Chief Compliance Officer
William F. Krueger Director and Vice President
Roger J. Lovretich Director
John J. Morris Director, Vice President and Secretary
Douglas F. Gaer Director
Robert E. Rich Director
Gregory C. Sernett Vice President and General Counsel
Randy J. Von Fumetti Director
The following commissions and other compensation were received by each
principal underwriter, directly or indirectly, from the Registrant during
the Registrant's last fiscal year:
Net Underwriting
<TABLE>
<CAPTION>
Discounts Compensation
Name of and on Brokerage
Principal Underwriter Commissions Redemption Commissions Compensation
- ------------------------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Lincoln Benefit Financial $16,468,765
Services, Inc.
</TABLE>
Item 30. Location of Accounts and Records
- ------------------------------------------
The Depositor, Lincoln Benefit Life Company, is located at 206 South 13th
Street, Lincoln, Nebraska 68508.
The Distributor, Lincoln Benefit Financial Services, Inc., is located at 134
South 13th Street, Lincoln, Nebraska 68508.
Each company maintains those accounts and records required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.
C-5
<PAGE>
Item 31. Management Services
- -----------------------------
None.
Item 32. Undertakings
- ----------------------
Registrant undertakes (1) to file post-effective amendments 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; (2) to include either (A) as part of any
application to purchase a Contract offered by the prospectus forming part of
this Registration Statement, a space that an applicant can check to request
a Statement of Additional Information, or (B) a post card 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 (3) to
deliver any Statement of Additional Information and any financial statements
required to be made available under this Form N-4 promptly upon written or
oral request.
Representations
- ---------------
The Company hereby represents that it is relying upon a No Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been
complied with:
1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including
the prospectus, used in connection with the offer of the contract;
2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection
with the offer of the contract;
3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;
4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (a) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment
alternatives available under the employer's Section 403(b) arrangement
to which the participant may elect to transfer his contract value.
Section 26(e) Representations
- -----------------------------
The Company further represents that fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.
C-6
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Post-Effective Amendment to the
Registration Statement and has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf, in the City of Lincoln, and
the State of Nebraska, on this 2nd day of February, 1998.
LINCOLN BENEFIT LIFE VARIABLE
ANNUITY ACCOUNT
(Registrant)
By: LINCOLN BENEFIT LIFE COMPANY
(Depositor)
By: /s/B. Eugene Wraith
--------------------
B. Eugene Wraith, President
and Chief Operating Officer
As required by the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/B. Eugene Wraith President, Chief Operating February 2, 1998
- ----------------------- Officer and Director
B. Eugene Wraith (Principal Executive Officer)
/s/Robert E. Rich Executive Vice President February 2, 1998
- ----------------------- and Director
Robert E. Rich
/s/Randy J. Von Fumetti Senior Vice President February 2, 1998
- ----------------------- Treasurer & Director
Randy J. Von Fumetti (Principal Financial Officer)
/s/Janet P. Anderbery Vice President and February 2, 1998
- ----------------------- Controller (Principal
Janet P. Anderbery Accounting Officer)
C-7
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
Director
- ---------------------
Peter H. Heckman
/s/William F. Krueger Director February 2, 1998
- ---------------------
William F. Krueger
/s/Roger J. Lovretich Director February 2, 1998
- ---------------------
Roger J. Lovretich
Director
- ---------------------
Louis G. Lower, II
/s/John J. Morris Director February 2, 1998
- ---------------------
John J. Morris
/s/Douglas F. Gaer Director February 2, 1998
- ---------------------
Douglas F. Gaer
Director
- ---------------------
Kevin Slawin
Director
- ---------------------
Michael J. Velotta
/s/Carol S. Watson Director February 2, 1998
- ---------------------
Carol S. Watson
Director
- ---------------------
Patricia W. Wilson
C-8
<PAGE>
Index to Exhibit
Exhibit No. Description
- ----------- ------------------------
5 Application For Contract
8(g) Participation Agreement-
Alger American Funds
<PAGE>
Exhibit No. 5
APPLICATION FOR FLEXIBLE PREMIUM VARIABLE ANNUITY
LINCOLN BENEFIT LIFE COMPANY, LINCOLN BENEFIT LIFE CENTRE,
LINCOLN, NE 68501-0469
ANNUITANT: Name_________________Birth Date___-___-___Soc. Sec. No.____-____-____
Street Address______________________City, State, ZIP____________________________
================================================================================
OWNER (IF OTHER): Name_______________________________Soc. Sec. No.____-____-____
Street Address______________________City, State, ZIP____________________________
Birth Date___-___-___Relationship to Annuitant__________________________________
================================================================================
PRIMARY BENEFICIARY: Name____________________________Soc. Sec. No.____-____-____
Street Address______________________City, State, ZIP____________________________
Relationship to Owner______________________________________Birth Date___-___-___
================================================================================
CONTINGENT BENEFICIARY: Name_________________________Soc. Sec. No.____-____-____
Street Address______________________City, State, ZIP____________________________
Relationship to Owner______________________________________Birth Date___-___-___
================================================================================
PURCHASE PAYMENT INFORMATION: First Purchase Payment of $______________________
submitted herewith (Check or Money Order should be payable to Lincoln Benefit
Life Co.). A copy of this application duly signed by the agent will constitute
receipt for such amount. If this application is declined, there will be no
liability on the part of the Company, and any sums submitted with this
application will be refunded. The Contract Owner intends to make subsequent
purchase payments of $_________________ on a [_]monthly (PAM) [_]quarterly
[_]semi-annually [_]annual basis [_] single payment.
================================================================================
<TABLE>
<CAPTION>
PURCHASE PAYMENT ALLOCATION: (whole percentages only and must equal 100%)
<S> <C> <C> <C>
Janus Aspen Series Fidelity Variable Insurance Federated Insurance Management Series Alger American Fund
_____% Flexible Income Products Fund _____% High Income Bond Fund _____% Income & Growth
_____% Balanced _____% Money Market _____% Utility Fund _____% Small Capitalization
_____% Growth _____% Equity Income _____% Fund for U.S. Govt. Securities _____% Growth
_____% Aggressive Growth _____% Overseas _____% MidCap Growth
_____% Worldwide Growth _____% Growth Scudder Variable Life Investment Fund _____% Leveraged AllCap
[A] Retirement Funds, Inc. Fidelity Variable Insurance _____% Bond
_____% [A] Regional Products Fund II _____% Balanced
_____% [A] Reserve _____% Asset Manager
_____% [A] Balanced _____% Contrafund Fixed Account
_____% Index 500 _____%
====================================================================================================================================
</TABLE>
Will this annuity replace or change any existing policy? [_]Yes [_]No If Yes
give name of company, policy issue date, policy number and cost
basis,_______________________________________________________________________
================================================================================
TAX QUALIFIED? [_]IRA [_]SEP-IRA [_]403(b) [_] Other____________________
[_]401 (a) ([_]LBL Prototype [_]Funding Vehicle)
[_]401 (k) ([_]LBL Prototype [_]Funding Vehicle)
Tax Year for which contribution is to be applied_______________
================================================================================
ADDITIONAL BENEFICIARY INSTRUCTIONS OR OTHER REMARKS IF ANY:
================================================================================
HOME OFFICE ENDORSEMENTS:
================================================================================
I declare; To the best of my knowledge and belief, all statements and answers
are true, complete and correctly reported. Lincoln Benefit Life may correct or
endorse this application. No change shall be made in the annuity amount or plan
or issue age by such endorsement or correction. Under penalties of perjury, I
certify that the Social Security Number stated herein is my correct taxpayer ID
number, and I am not subject to backup withholding. I UNDERSTAND THAT ANNUITY
PAYMENTS AND SURRENDER VALUES PROVIDED UNDER THE SEPARATE ACCOUNT ARE VARIABLE
AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT. RECEIPT OF A CURRENT
VARIABLE ANNUITY PROSPECTUS IS HEREBY ACKNOWLEDGED. [_]Please send me a copy of
the Statement of Additional Information to the prospectus.
Signed at_______________On (date)___-___-___Owner's Signature__________________
Agent Name_________________________Agent Signature______________________________
VAA-9330, Rev. 2/98
<PAGE>
- -------------------------
PAM Pre-Authorized Method I authorize the Company to collect $_____________, on
- -------------------------
the due date specified, by initiating electronic debit entries to my account. A
balance must exist before the program can commence. ATTACH VOIDED CHECK.
(Credit unions and savings accounts may not be eligible.)
Signature of Authorized Account Owner Date
--------------------------- -----------
- --------------------------------------------------------------------------------
- -------------------------
TO THE CONTRACT OWNER
- -------------------------
TRANSFER AUTHORIZATION:
[ ] I authorize Lincoln Benefit Life Company ("LBL") to act upon the written or
telephone instructions from the person named below to 1) change the allocation
of payments and deductions between and among the subaccounts; and 2) transfer
amounts among the subaccounts. Neither LBL nor any person authorized by us will
be responsible for any claim, loss, liability or expense in connection with such
transfer authorization if LBL, or its employees, acts upon transfer instructions
in good faith. LBL may establish procedures to determine the proper
identification of the person requesting a transfer.
Name and Relationship of authorized Person:
Name:_________________________Relationship_________________SS#__________________
DOLLAR COST AVERAGING PORTFOLIO REBALANCING:
Select only one. You may not use Dollar Cost Averaging and Portfolio
Rebalancing at the same time.
[ ]Dollar Cost Averaging (DCA):
Please dollar cost average in the amount of $____________________
($100 minimum transfer) from_____________________________________
to the following Subaccounts (eight maximum) dollar amounts only:
Frequency: [ ] Monthly [ ] Quarterly [ ] Annual
[ ]Portfolio Rebalancing (PR):
Please rebalance in the percentages specified below
Frequency: [ ] Monthly [ ] Semiannual
[ ] Quarterly [ ] Annual
Date of First Rebalance_______-_____-______
MO DA YR
If no date selected, the first rebalance will occur
one period after issue date.
<TABLE>
<CAPTION>
Janus Aspen Series Fidelity VIPF
DCA PR DCA PR
<S> <C>
$_______ _______% Flexible Income $_______ ______% Money Market
$_______ _______% Balanced $_______ ______% Equity-Income
$_______ _______% Growth $_______ ______% Overseas
$_______ _______% Aggressive Growth $_______ ______% Growth
$_______ _______% Worldwide Growth
Federated Insurance Management Series
DCA PR
<C>
$_______ _______% Utility Fund
$_______ _______% Fund for U.S. Govt. Securities Balanced
$_______ _______% High Income Bond Fund
Alger American Fund
DCA PR
<C>
$_______ _______% Income & Growth
$_______ _______% Small Capitalization
$_______ _______% Growth
$_______ _______% MidCap Growth
$_______ _______% Leveraged AllCap
Scudder Variable Life Investment Fund Fidelity VIPF II
DCA PR DCA PR
<S> <C>
$_______ _______% Bond $_______ _______% Asset Manager
$_______ _______% Balanced $_______ _______% Contrafund
$_______ _______% Index 500
IAI Retirement Funds, Inc.
DCA PR
<C>
$_______ _______% IAI Regional
$_______ _______% IAI Balanced
$_______ _______% IAI Reserve
<C>
Fixed Account
DCA PR
$_______ _______% (Restrictions Apply
for DCA-see prospectus for details)
</TABLE>
SYSTEMATIC WITHDRAWALS ($50.00 minimum withdrawal)
I authorize systematic withdrawals of [ ] $_________, or [ ] Interest Earnings,
or [ ]_________% Percentage of Purchase payments from my contract value to
commence during the month of ____________________. Withdrawals may be subject
to penalties and/or a Deferred Sales Charge. Additional restrictions may
apply to contracts held as a Qualified Plan.
Frequency: [ ] Monthly [ ] Quarterly [ ] Semi-Annual [ ] Annual
Please indicate the amount or percentage of the withdrawal from the chosen
Subaccount(s) [ ] Dollar Amount Specified
[ ] Percentage Specified
[ ] Or mark this box if the withdrawal is to be taken from the account value
on a Pro Rata basis.
JANUS ASPEN SERIES__________ Flexible Income_________Balanced_____________Growth
__________ Aggressive Growth_______________Worldwide Growth
IAI RETIREMENT FUNDS, INC._________IAI Regional_______IAI Reserve_____________
________IAI Balanced
FIDELITY VIPF__________Money Market__________Equity Income_____________Overseas
_____________Growth
FIDELITY VIPF II____________Asset Manager_______________Contrafund____________
____________Index 500
FEDERATED INSURANCE MANAGEMENT SERIES___________High Income Bond Fund_________
__________________Utility Fund
____________________________Fund for U.S. Gov't. Securities
SCUDDER VARIABLE LIFE INVESTMENT FUND________________Bond _____________Balanced
FIXED ACCOUNT_______________
ALGER AMERICAN FUND_____________Income & Growth____________Small Capitalization
____________________Growth
____________________Midcap Growth ___________________Leveraged AllCap
PLEASE [ ] WITHHOLD [ ] DO NOT WITHHOLD FEDERAL INCOME TAXES
Signature of Owner__________________________________________Date_______________
Contract Owner's Signature required for Transfer
Authorization or authorization of DCA or SW
- -------------------------------------------------------------------------------
- -------------------------
TO THE AGENT To the best of your knowledge will this annuity
- -------------------------
replace or change any existing life insurance or annuity in this or any other
company [ ] Yes [ ] No
Print Agent's Name___________________________________Agent Number_______________
Signature of Agent___________________________________Agent's Phone No.__________
- --------------------------------------------------------------------------------
______________________________________________
TO THE REGISTERED REPRESENTATIVE/BROKER/DEALER Choose option: [ ] OPTION A
______________________________________________
[ ] OPTION B [ ] OPTION C
Broker/Dealer_________________________________Telephone________________________
<PAGE>
Exhibit 8(g)
PARTICIPATION AGREEMENT
THIS AGREEMENT is made this _____ day of ______________ , 1997, by and
among The Alger American Fund (the "Trust"), an open-end management investment
company organized as a Massachusetts business trust, Lincoln Benefit Financial
Services a life insurance company organized as a corporation under the laws of
the State of Nebraska, (the "Company"), on its own behalf and on behalf of each
segregated asset account of the Company set forth in Schedule A, as may be
amended from time to time (the "Accounts"), and Fred Alger and Company,
Incorporated, a Delaware corporation, the Trust's distributor (the
"Distributor").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and has an
effective registration statement relating to the offer and sale of the various
series of its shares under the Securities Act of 1933, as amended (the "1933
Act");
WHEREAS, the Trust and the Distributor desire that Trust shares be used as
an investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts to be offered by life
insurance companies which have entered into fund participation agreements with
the Trust (the "Participating Insurance Companies");
WHEREAS, shares of beneficial interest in the Trust are divided into the
following series which are available for purchase by the Company for the
Accounts: Alger American Small Capitalization Portfolio, Alger American Growth
Portfolio, Alger American MidCap Growth Portfolio, and Alger American Leveraged
AllCap Portfolio;
WHEREAS, the Trust has received an order from the Commission, dated
February 17, 1989 (File No. 812-7076), granting Participating Insurance
Companies and their separate accounts exemptions from the provisions of Sections
9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-
3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Portfolios of the Trust to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated life
insurance companies (the "Shared Funding Exemptive Order");
WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and variable annuity contracts to be
issued by the Company under which the Portfolios are to be made available as
investment vehicles (the "Contracts");
WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless an exemption from registration under
the 1940 Act is available and the Trust has been so advised;
WHEREAS, the Company desires to use shares of the Portfolios indicated on
Schedule
<PAGE>
A as investment vehicles for the Accounts;
NOW THEREFORE, in consideration of their mutual promises, the parties agree
as follows:
ARTICLE I.
Purchase and Redemption of Trust Portfolio Shares
-------------------------------------------------
1.1. For purposes of this Article I, the Company shall be the Trust's agent for
the receipt from each account of purchase orders and requests for
redemption pursuant to the Contracts relating to each Portfolio, provided
that the Company notifies the Trust of such purchase orders and requests
for redemption by 9:30 a.m. Eastern time on the next following Business
Day, as defined in Section 1.3.
1.2. The Trust shall make shares of the Portfolios available to the Accounts at
the net asset value next computed after receipt of a purchase order by the
Trust (or its agent), as established in accordance with the provisions of
the then current prospectus of the Trust describing Portfolio purchase
procedures. The Company will transmit orders from time to time to the
Trust for the purchase and redemption of shares of the Portfolios. The
Trustees of the Trust (the "Trustees") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of
any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the
Trustees acting in good faith and in light of their fiduciary duties under
federal and any applicable state laws, such action is deemed in the best
interests of the shareholders of such Portfolio.
1.3. The Company shall pay for the purchase of shares of a Portfolio on behalf
of an Account with federal funds to be transmitted by wire to the Trust,
with the reasonable expectation of receipt by the Trust by 2:00 p.m.
Eastern time on the next Business Day after the Trust (or its agent)
receives the purchase order. Upon receipt by the Trust of the federal
funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Trust for this purpose.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which the Trust calculates its net asset value
pursuant to the rules of the Commission.
1.4. The Trust will redeem for cash any full or fractional shares of any
Portfolio, when requested by the Company on behalf of an Account, at the
net asset value next computed after receipt by the Trust (or its agent) of
the request for redemption, as established in accordance with the
provisions of the then current prospectus of the Trust describing
Portfolio redemption procedures. The Trust shall make payment for such
shares in the manner established from time to time by the Trust. Proceeds
of redemption with respect to a Portfolio will normally be paid to the
Company for an Account in federal funds transmitted by wire to the Company
by order of the Trust with the reasonable expectation of receipt by the
Company by 2:00 p.m. Eastern time on the next Business Day after the
receipt by the Trust (or its agent) of the request for redemption. Such
payment may be
2
<PAGE>
delayed if, for example, the Portfolio's cash position so requires or if
extraordinary market conditions exist, but in no event shall payment be
delayed for a greater period than is permitted by the 1940 Act. The Trust
reserves the right to suspend the right of redemption, consistent with
Section 22(e) of the 1940 Act and any rules thereunder.
1.5. Payments for the purchase of shares of the Trust's Portfolios by the
Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 on any Business Day may be netted
against one another for the purpose of determining the amount of any wire
transfer.
1.6. Issuance and transfer of the Trust's Portfolio shares will be by book
entry only. Stock certificates will not be issued to the Company or the
Accounts. Portfolio Shares purchased from the Trust will be recorded in
the appropriate title for each Account or the appropriate subaccount of
each Account.
1.7. The Trust shall furnish, on or before the ex-dividend date, notice to the
Company of any income dividends or capital gain distributions payable on
the shares of any Portfolio of the Trust. The Company hereby elects to
receive all such income dividends and capital gain distributions as are
payable on a Portfolio's shares in additional shares of that Portfolio.
The Trust shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.
1.8. The Trust shall calculate the net asset value of each Portfolio on each
Business Day, as defined in Section 1.3. The Trust shall make the net
asset value per share for each Portfolio available to the Company or its
designated agent on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts
to make such net asset value per share available to the Company by 6:30
p.m. Eastern time each Business Day or as soon as practicable thereafter.
In the event that net asset values are not made available to the Company
by such time, the Company agrees to use its best efforts to include the
net asset values when received in its next cycle for purposes of
calculating purchase orders and requests for redemption. However, if, due
to the Trust's failure to fulfill the above undertaking, net asset values
are not available for inclusion in the next cycle and purchase
orders/redemptions are not able to be calculated and available for the
Company to execute within the time frame described in Section 1.1 despite
the Company's best efforts, the Distributor shall reimburse the Company
for any additional processing costs incurred as a result of such delays.
1.9. The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their segregated asset accounts, to
the Fund Sponsor or its affiliates and to such other entities as may be
permitted by Section 817(h) of the Code, the regulations hereunder, or
judicial or administrative interpretations thereof. No shares of any
Portfolio will be sold directly to the general public. The Company agrees
that it will use Trust shares only for the purposes of funding the
Contracts through the Accounts listed in Schedule A, as amended from time
to time.
3
<PAGE>
1.10. The Trust agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding materially to those contained in
Section 2.9 and Article IV of this Agreement.
1.11. The Trust will provide notice of any error in its calculation of net
asset value of a Portfolio as soon as reasonably practical after
discovery thereof. Any such notice will state for each day for which an
error occurred the incorrect price, the correct price and the reason for
the price change. The Distributor shall make the Company and Accounts
whole for any payments or adjustments to the number of Shares in the
Accounts that are reasonably demonstrated to be required as a result of
pricing errors.
ARTICLE II.
Obligations of the Parties
--------------------------
2.1. The Trust shall prepare and be responsible for filing with the Commission
and any state regulators requiring such filing all shareholder reports,
notices, proxy materials (or similar materials such as voting instruction
solicitation materials), prospectuses and statements of additional
information of the Trust. The Trust shall bear the costs of registration
and qualification of shares of the Portfolios, preparation and filing of
the documents listed in this Section 2.1 and all taxes to which an issuer
is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and
periodic reports of the Trust to the Contract owners as required to be
distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the
Trust's prospectus as set in type or in camera-ready copy) and other
assistance as is reasonably necessary in order for the Company to print
together in one document the current prospectus for the Contracts issued
by the Company and the current prospectus for the Trust. The Trust shall
bear the expense of printing copies of its current prospectus that will be
distributed to existing Contract owners, and the Company shall bear the
expense of printing copies of the Trust's prospectus that are used in
connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense,
one copy of the Trust's current Statement of Additional Information
("SAI") to the Company and to any Contract owner who requests such SAI,
(2) at the Company's expense, such additional copies of the Trust's
current SAI as the Company shall reasonably request and that the Company
shall require in accordance with applicable law in connection with
offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its
proxy material,
4
<PAGE>
periodic reports to shareholders and other communications to shareholders
in such quantity as the Company shall reasonably require for purposes of
distributing to Contract owners. The Trust, at the Company's expense, shall
provide the Company with copies of its periodic reports to shareholders and
other communications to shareholders in such quantity as the Company shall
reasonably request for use in connection with offering the Contracts issued
by the Company. If requested by the Company in lieu thereof, the Trust
shall provide such documentation (including a final copy of the Trust's
proxy materials, periodic reports to shareholders and other communications
to shareholders, as set in type or in camera-ready copy) and other
assistance as reasonably necessary in order for the Company to print such
shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner
of the name and mark "Alger" and that all use of any designation comprised
in whole or part of such name or mark under this Agreement shall inure to
the benefit of the Distributor. Except as provided in Section 2.5, the
Company shall not use any such name or mark on its own behalf or on behalf
of the Accounts or Contracts in any registration statement, advertisement,
sales literature or other materials relating to the Accounts or Contracts
without the prior written consent of the Distributor. Upon termination of
this Agreement for any reason, the Company shall cease all use of any such
name or mark as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its
designee a copy of each Contract prospectus and/or statement of additional
information describing the Contracts, each report to Contract owners, proxy
statement, application for exemption or request for no-action letter in
which the Trust or the Distributor is named contemporaneously with the
filing of such document with the Commission. The Company shall furnish, or
shall cause to be furnished, to the Trust or its designee each piece of
sales literature or other promotional material in which the Trust or the
Distributor is named, at least five Business Days prior to its use. No such
material shall be used if the Trust or its designee reasonably objects to
such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust or the
Distributor in connection with the sale of the Contracts other than
information or representations contained in and accurately derived from the
registration statement or prospectus for the Trust shares (as such
registration statement and prospectus may be amended or supplemented from
time to time), annual and semi-annual reports of the Trust, Trust-sponsored
proxy statements, or in sales literature or other promotional material
approved by the Trust or its designee, except as required by legal process
or regulatory authorities or with the prior written permission of the
Trust, the Distributor or their respective designees. The Trust and the
Distributor agree to respond to any request for approval on a prompt and
timely basis. The Company shall adopt and implement procedures reasonably
designed to ensure that "broker only" materials including information
therein about the Trust or the Distributor are not distributed to existing
or prospective Contract owners.
5
<PAGE>
2.9. The Trust shall use its best efforts to provide the Company, on a timely
basis, with such information about the Trust, the Portfolios and the
Distributor, in such form as the Company may reasonably require, as the
Company shall reasonably request in connection with the preparation of
registration statements, prospectuses and annual and semi-annual reports
pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate
of either of them shall give, any information or make any representations
or statements on behalf of the Company or concerning the Company, the
Accounts or the Contracts other than information or representations
contained in and accurately derived from the registration statement or
prospectus for the Contracts (as such registration statement and
prospectus may be amended or supplemented from time to time), or in
materials approved by the Company for distribution including sales
literature or other promotional materials, except as required by legal
process or regulatory authorities or with the prior written permission of
the Company. The Company agrees to respond to any request for approval on
a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act
to require pass-through voting privileges for Contract owners, the Company
will provide pass-through voting privileges to Contract owners whose cash
values are invested, through the registered Accounts, in shares of one or
more Portfolios of the Trust. The Trust shall require all Participating
Insurance Companies to calculate voting privileges in the same manner and
the Company shall be responsible for assuring that the Accounts calculate
voting privileges in the manner established by the Trust. With respect to
each registered Account, the Company will vote shares of each Portfolio of
the Trust held by a registered Account and for which no timely voting
instructions from Contract owners are received in the same proportion as
those shares for which voting instructions are received. The Company and
its agents will in no way recommend or oppose or interfere with the
solicitation of proxies for Portfolio shares held to fund the Contacts
without the prior written consent of the Trust, which consent may be
withheld in the Trust's sole discretion. The Company reserves the right,
to the extent permitted by law, to vote shares held in any Account in its
sole discretion.
2.12. The Company and the Trust will each provide to the other information about
the results of any regulatory examination relating to the Contracts or the
Trust, including relevant portions of any "deficiency letter" and any
response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the
Company to the Trust, under this Agreement (except for specified expense
reimbursements). However, nothing herein shall prevent the parties hereto
from otherwise agreeing to perform, and arranging for appropriate
compensation for, other services relating to the Trust, the Accounts or
both.
ARTICLE III.
6
<PAGE>
Representations and Warranties
------------------------------
3.1. The Company represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the State of Nebraska and
that it has legally and validly established each Account as a segregated
asset account under such law as of the date set forth in Schedule A, and
that Lincoln Benefit Financial Services, the principal underwriter for the
Contracts, is registered as a broker-dealer under the Securities Exchange
Act of 1934 and is a member in good standing of the National Association
of Securities Dealers, Inc.
3.2. The Company represents and warrants that it has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
and cause each Account to remain so registered to serve as a segregated
asset account for the Contracts, unless an exemption from registration is
available.
3.3. The Company represents and warrants that the Contracts will be registered
under the 1933 Act unless an exemption from registration is available
prior to any issuance or sale of the Contracts; the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state laws; and the sale of the Contracts shall comply in all
material respects with state insurance law suitability requirements.
3.4. The Trust represents and warrants that it is duly organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with the 1940 Act and the
rules and regulations thereunder.
3.5. The Trust and the Distributor represent and warrant that the Portfolio
shares offered and sold pursuant to this Agreement will be registered
under the 1933 Act and sold in accordance with all applicable federal and
state laws, and the Trust shall be registered under the 1940 Act prior to
and at the time of any issuance or sale of such shares. The Trust shall
amend its registration statement under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Trust shall register and qualify its shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust.
3.6. The Trust represents and warrants that the investments of each Portfolio
will comply with the diversification requirements for variable annuity,
endowment or life insurance contracts set forth in Section 817(h) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5, and will notify the Company immediately upon having a reasonable
basis for believing any Portfolio has ceased to comply or might not so
comply and will immediately take all reasonable steps to adequately
diversify the Portfolio to achieve compliance within the grace period
afforded by Regulation 1.817-5.
3.7. The Trust represents and warrants that it is currently qualified as a
"regulated investment
7
<PAGE>
company" under Subchapter M of the Code, that it will make every effort to
maintain such qualification and will notify the Company immediately upon
having a reasonable basis for believing it has ceased to so qualify or
might not so qualify in the future.
3.8. The Trust represents and warrants that it, its directors, officers,
employees and others dealing with the money or securities, or both, of a
Portfolio shall at all times be covered by a blanket fidelity bond or
similar coverage for the benefit of the Trust in an amount not less than
the minimum coverage required by Rule 17g-1 or other applicable regulations
under the 1940 Act. Such bond shall include coverage for larceny and
embezzlement and be issued by a reputable bonding company.
3.9. The Distributor represents that it is duly organized and validly existing
under the laws of the State of Delaware and that it is registered, and will
remain registered, during the term of this Agreement, as a broker-dealer
under the Securities Exchange Act of 1934 and is a member in good standing
of the National Association of Securities Dealers, Inc.
ARTICLE IV.
Potential Conflicts
-------------------
4.1. The parties acknowledge that a Portfolio's shares may be made available for
investment to other Participating Insurance Companies. In such event, the
Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Participating Insurance Companies. A material irreconcilable conflict may
arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Trust shall
promptly inform the Company of any determination by the Trustees that a
material irreconcilable conflict exists and of the implications thereof.
4.2. The Company agrees to report promptly any potential or existing conflicts
of which it is aware to the Trustees. The Company will assist the Trustees
in carrying out their responsibilities under the Shared Funding Exemptive
Order by providing the Trustees with all information reasonably necessary
for and requested by the Trustees to consider any issues raised including,
but not limited to, information as to a decision by the Company to
disregard Contract owner voting instructions. All communications from the
Company to the Trustees may be made in care of the Trust.
4.3. If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of contract owners, the Company shall, in cooperation
with other Participating Insurance Companies
8
<PAGE>
whose contract owners are also affected, at its own expense and to the
extent reasonably practicable (as determined by the Trustees) take whatever
steps are necessary to remedy or eliminate the material irreconcilable
conflict, which steps could include: (a) withdrawing the assets allocable
to some or all of the Accounts from the Trust or any Portfolio and
reinvesting such assets in a different investment medium, including (but
not limited to) another Portfolio of the Trust, or submitting the question
of whether or not such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the
affected Contract owners the option of making such a change; and (b)
establishing a new registered management investment company or managed
separate account.
4.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the
Company may be required, at the Trust's election, to withdraw the affected
Account's investment in the Trust and terminate this Agreement with respect
to such Account; provided, however that such withdrawal and termination
shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
Trustees. Any such withdrawal and termination must take place within six
(6) months after the Trust gives written notice that this provision is
being implemented. Until the end of such six (6) month period, the Trust
shall continue to accept and implement orders by the Company for the
purchase and redemption of shares of the Trust.
4.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and terminate this Agreement
with respect to such Account within six (6) months after the Trustees
inform the Company in writing that the Trust has determined that such
decision has created a material irreconcilable conflict; provided, however,
that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by
a majority of the disinterested Trustees. Until the end of such six (6)
month period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust.
4.6. For purposes of Section 4.3 through 4.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any material irreconcilable conflict, but in no event
will the Trust be required to establish a new funding medium for any
Contract. The Company shall not be required to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of
a majority of Contract owners materially adversely affected by the material
irreconcilable conflict. In the event that the Trustees determine that any
proposed action does not adequately remedy any material irreconcilable
conflict, then the Company will withdraw the Account's investment in the
Trust and terminate this Agreement within six (6) months
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after the Trustees inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
Trustees.
4.7. The Company shall at least annually submit to the Trustees such reports,
materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared
Funding Exemptive Order, and said reports, materials and data shall be
submitted more frequently if reasonably deemed appropriate by the
Trustees.
4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act or
the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive
Order, then the Trust and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rule
6e-3(T), as amended, or Rule 6e-3, as adopted, to the extent such rules
are applicable.
ARTICLE V.
Indemnification
---------------
5.1. Indemnification By the Company. The Company agrees to indemnify and hold
harmless the Distributor, the Trust and each of its Trustees, officers,
employees and agents and each person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 5.1) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company, which consent shall
not be unreasonably withheld) or expenses (including the reasonable costs
of investigating or defending any alleged loss, claim, damage, liability
or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties may
become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses are related to the sale or acquisition
of the Contracts or Trust shares and:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a registration
statement or prospectus for the Contracts or in the Contracts
themselves or in sales literature generated or approved by the
Company on behalf of the Contracts or Accounts (or any amendment or
supplement to any of the foregoing) (collectively, "Company
Documents" for the purposes of this Article V), or arise out of or
are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and was accurately derived from written information furnished to
the
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Company by or on behalf of the Trust for use in Company Documents or
otherwise for use in connection with the sale of the Contracts or
Trust shares; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from Trust Documents as defined in Section 5.2(a)) or wrongful
conduct of the Company or persons under its control, with respect to
the sale or acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as defined
in Section 5.2(a) or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading if such statement or
omission was made in reliance upon and accurately derived from
written information furnished to the Trust by or on behalf of the
Company; or
(d) arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement; or
(e) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Company; or
(f) arise out of or result from the provision by the Company to the Trust
of insufficient or incorrect information regarding the purchase or
sale of shares of any Portfolio, or the failure of the Company to
provide such information on a timely basis.
5.2. Indemnification by the Distributor. The Distributor agrees to indemnify
and hold harmless the Company and each of its directors, officers,
employees, and agents and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for the purposes of this Section 5.2) against any
and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Distributor, which consent
shall not be unreasonably withheld) or expenses (including the reasonable
costs of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common
law or otherwise, insofar as such Losses are related to the sale or
acquisition of the Contracts or Trust shares and:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or supplement
thereto) (collectively, "Trust Documents" for the purposes of this
Article V), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein
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or necessary to make the statements therein not misleading, provided
that this indemnity shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and was accurately derived from written
information furnished to the Distributor or the Trust by or on behalf
of the Company for use in Trust Documents or otherwise for use in
connection with the sale of the Contracts or Trust shares and; or
(b) arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
form Company Documents) or wrongful conduct of the Distributor or
persons under its control, with respect to the sale or acquisition of
the Contracts or Portfolio shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
furnished to the Company by or on behalf of the Trust; or
(d) arise out of or result from any failure by the Distributor or the
Trust to provide the services or furnish the materials required under
the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation
and/or warranty made by the Distributor or the Trust in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Distributor or the Trust.
5.3. None of the Company, the Trust or the Distributor shall be liable under
the indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against an Indemnified Party
that arise from such Indemnified Party's willful misfeasance, bad faith or
negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations or
duties under this Agreement.
5.4. None of the Company, the Trust or the Distributor shall be liable under
the indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any claim made against an Indemnified party unless such
Indemnified Party shall have notified the other party in writing within a
reasonable time after the summons, or other first written notification,
giving information of the nature of the claim shall have been served upon
or otherwise received by such Indemnified Party (or after such Indemnified
Party shall have received notice of service upon or other notification to
any designated agent), but failure to notify the party against whom
indemnification is sought of any such claim shall not relieve that party
from any liability which it may have to the Indemnified Party in the
absence of Sections 5.1 and 5.2.
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5.5. In case any such action is brought against an Indemnified Party, the
indemnifying party shall be entitled to participate, at its own expense,
in the defense of such action. The indemnifying party also shall be
entitled to assume the defense thereof, with counsel reasonably
satisfactory to the party named in the action. After notice from the
indemnifying party to the Indemnified Party of an election to assume such
defense, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the indemnifying party will not be
liable to the Indemnified Party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
ARTICLE VI.
Termination
-----------
6.1. This Agreement shall terminate:
(a) at the option of any party upon 60 days advance written notice to the
other parties, unless a shorter time is agreed to by the parties;
(b) at the option of the Trust or the Distributor if the Contracts issued
by the Company cease to qualify as annuity contracts or life
insurance contracts, as applicable, under the Code or if the
Contracts are not registered, issued or sold in accordance with
applicable state and/or federal law; or
(c) at the option of any party upon a determination by a majority of the
Trustees of the Trust, or a majority of its disinterested Trustees,
that a material irreconcilable conflict exists; or
(d) at the option of the Company upon institution of formal proceedings
against the Trust or the Distributor by the NASD, the SEC, or any
state securities or insurance department or any other regulatory body
regarding the Trust's or the Distributor's duties under this
Agreement or related to the sale of Trust shares or the operation of
the Trust; or
(e) at the option of the Company if the Trust or a Portfolio fails to
meet the diversification requirements specified in Section 3.6
hereof; or
(f) at the option of the Company if shares of the Series are not
reasonably available to meet the requirements of the Variable
Contracts issued by the Company, as determined by the Company, and
upon prompt notice by the Company to the other parties; or
(g) at the option of the Company in the event any of the shares of the
Portfolio are not registered, issued or sold in accordance with
applicable state and/or federal law, or
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such law precludes the use of such shares as the underlying
investment media of the Variable Contracts issued or to be issued by
the Company; or
(h) at the option of the Company, if the Portfolio fails to qualify as a
Regulated Investment Company under Subchapter M of the Code; or
(i) at the option of the Distributor if it shall determine in its sole
judgment exercised in good faith, that the Company and/or its
affiliated companies has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity.
6.2. Notwithstanding any termination of this Agreement, the Trust shall, at the
option of the Company, continue to make available additional shares of any
Portfolio and redeem shares of any Portfolio pursuant to the terms and
conditions of this Agreement for all Contracts in effect on the effective
date of termination of this Agreement.
6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.9 shall survive
the termination of this Agreement as long as shares of the Trust are held
on behalf of Contract owners in accordance with Section 6.2.
ARTICLE VII.
Notices
-------
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Trust or its Distributor:
Fred Alger Management, Inc.
30 Montgomery Street
Jersey City, NJ 07302
Attn: Gregory S. Duch
If to the Company:
Lincoln Benefit Financial Services
206 South 13 Street
Suite 300
Lincoln, NE 68508-1993
Attn: Carol Watson
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ARTICLE VIII.
Miscellaneous
-------------
8.1. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2. This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
8.3. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
8.4. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York. It shall
also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the Commission
granting exemptive relief therefrom and the conditions of such orders.
Copies of any such orders shall be promptly forwarded by the Trust to the
Company.
8.5. All liabilities of the Trust arising, directly or indirectly, under this
Agreement, of any and every nature whatsoever, shall be satisfied solely
out of the assets of the Trust and no Trustee, officer, agent or holder
of shares of beneficial interest of the Trust shall be personally liable
for any such liabilities.
8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Commission,
the National Association of Securities Dealers, Inc. and state insurance
regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.
8.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled
to under state and federal laws.
8.8. This Agreement shall not be exclusive in any respect.
8.9. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written approval of the other
party.
8.10. No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both
parties.
8.11. Each party hereto shall, except as required by law or otherwise permitted
by this
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<PAGE>
Agreement, treat as confidential the names and addresses of the owners of
the Contracts and all information reasonably identified as confidential
in writing by any other party hereto, and shall not disclose such
confidential information without the written consent of the affected
party unless such information has become publicly available.
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<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Participation Agreement as of the date and year first above
written.
Fred Alger and Company, Incorporated
By:_________________________________
Name:
Title:
The Alger American Fund
By:__________________________________
Name:
Title:
_____________________________________
[COMPANY NAME]
By:___________________________________
Name:
Title:
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SCHEDULE A
-----------
The Alger American Fund:
Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Income and Growth
18
